Bureau Veritas Technical Assessments LLC - FY2022-027-01 AMENDMENT NO 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(` Amendment No 2") by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation ("City"), and BUREAU VERITAS TECHNICAL
ASSESSMENTS, LLC , a limited liability corporation ("Consultant"), is effective as of
September 6, 2022
RECITALS
A City and Consultant entered into that certain Agreement for Professional Services
dated December 7, 2021 ("Agreement") whereby Consultant agreed to provide engineering
services for the City's Facilities Asset Management Program (the"Services"), for a Contract Sum
of$93,313 75 and a Term of one year
C City anticipates delays on the Facilities Asset Management Program, therefore the
City and Consultant now desire to amend the Agreement to extend the Term until June 30, 2023
TERMS
1 Contract Changes The Agreement is amended as provided herein Deleted text is
indicated in strikethrough and added text in bold italics
a Section 3 4, Term, is 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 year f-om the date l ereoffune 30, 2023,
except as otherwise provided in the Schedule of Performance( Exhibit D) "
b Exhibit "D" Schedule of Performance is amended to read
"Timing
BVTA's report(s) will be delivered within 10 15 15 full business/working
days (7-8 weeks) of receipt of comments & requests for correction on
reports from the City'
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 1,whenever the term"Agreement"appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement
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 1,
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 1
5 Authority The persons executing this Amendment No 1 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 1, such party is formally bound to the provisions of this Amendment No 1, and
(iv)the entering into this Amendment No 1 does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON FOLLOWING PAGE]
01172 0006/81 X090 2 -2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written
CITY
CITY OF RANCHO PALOS VERDES, a
mun •.1 corporation
avid Bradley, Mayor
ATTEST
eresa oka, City Clerk
APPROVED AS TO FORM.
ALESHIRE & WYNDER, LLP
luam W W er, City Attorney
CONSULTANT
BUREAU VERITAS TECHNICAL
ASSESSMENTS, LLC, a limited liability
company
By - Erik Piller
Senior Vice President
By
Matt Munter, PE
Executive Vice President
Address 10461 Mill Run Circle, Suite 1100
Owings Mulles, MD 21117
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
01172 0006/815090 2 -3-
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
David Bradley, Mayor
ATTEST
Teresa Takaoka, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
William W Wynder, City Attorney
CONSULTANT
BUREAU VERITAS TECHNICAL
ASSESSMENTS, LLC, . limited liability
company
By —041
'i —
e
Senio Vice President
By
att Munter, PE
Executive Vice President
Address 10461 Mill Run Circle, Suite 1100
Owings Mulles, MD 21117
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
01172 0006/815090 2 -3-
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 MARYLAND
COUNTY OF BALTIMORE
on September 29 , 2022 before me,Natalie Talbott , personally appeared Matt Monter PE , proved to me on
the basis of satisfactory evidence to be the person whose names is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed tkc,4neta►t,} ent
pTAC°
I certify under PENALTY OF PERJURY under the laws of the State of Maryland tile is
true and correct c X0 ,`A
o Rye
WITNESS my and nd official seal r. X
//• P �UB1.\G h S
Signature P� S •,, �� OBER Ua
'' COI
�RE '� ��
uun,u
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
El PARTNER(S) ❑ LIMITED
El GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
El TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01172 0006/815090 2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF MARYLAND
COUNTY OF BALTIMORE
On September 292022 before me, Natalie Talbott ,personally appeared Erik Piller ,proved to me on the
basis of satisfactory evidence to be the person whose names is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity,and that by his signature on the instrument the person,or
the entity upon behalf of which the person acted,executed the instrument ,, `..,�P`�ETi�1F ,n'%.,��,
I certify under PENALTY OF PERJURY under the laws of the State of Marylandsl�i 440 c7 aj ph is
true and correct cP
v‘OTAtt. _
WITNESS my and d of ictal seal
Signature %% grbeER 08 4-
07e/--i,e6
O
,,,,',,fE COO14-
,,,,���
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01172 0006/815090 2
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC
for the
Facilities Asset Management Program
01203.0001/699503.1 EQG 1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into on December 7, 2021, by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City") and BUREAU VERITAS TECHNICAL
ASSESSMENTS, a limited liability company ("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, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal 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", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean
01203.0001/699503.1 EQG
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 Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 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
monitoring 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 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 $200 (two hundred dollars) for each calendar
01203.0001/699503.1 EQG 2
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 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 60 (sixty) 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 8 (eight) 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 $25 (twenty five dollars 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 8 (eight) hours in any one calendar day and 40 (forty) 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 8
(eight) hours per day, and 40 (forty) 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 11/2 (one and one half)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."
01203.0001/699503.1 EQG 3
Consultant's Authorized Initials -Ci'
(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 arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer in the form of a Change Order.
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.
01203.0001/699503.1 EQG 4
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change 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 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. 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.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
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.
01203.0001/699503.1 EQG 5
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 $93,313.75 (Ninety Three Thousand, Three Hundred
Thirteen Dollars and Seventy Five Cents) (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; (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, 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 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 45 (forty-five) days of receipt of Consultant's correct and
01203.0001/699503.1 EQG 6
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.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
01203.0001/699503.1 EQG 7
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:
Erik S. Piller, Senior Vice President, Sales and Marketing
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
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 or such person as may be designated by the
Director of Public Works. 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
01203.0001/699503.1 EQG 8
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 a joint venturer or a member of any joint enterprise
with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. 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 25% (twenty five percent) 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
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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 during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
01203.0001/699503.1 EQG 10
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City's rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain 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
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 30 (thirty) day notice of cancellation (except for
01203.0001/699503.1 EQG 1 1
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) 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 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
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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:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
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Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period 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.
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
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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, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
01203.0001/699503.1 EQG 15
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 15 (fifteen) 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.
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.
01203.0001/699503.1 EQG 16
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination 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. 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. 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 of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) 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.
(b) Consultant may, after compliance with the provisions of Section 7.2,terminate the
Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
01203.0001/699503.1 EQG I7
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
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
01203.0001/699503.1 EQG 18
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
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
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
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
01203.0001/699503.1 EQG 19
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials CP
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]
01203.0001/699503.1 EQG 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
-Eric Alegria, Mayor
ATTEST: a47 v ID 3Z+POC /
-41
ere • - aoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Ze),124evi, G4i—
William
W. Wynder, City Attorney
CONSULTANT:
BUREAU VERITAS TECHNICAL
ASSESSMENTS, a limited liability company
By: Y---r
Name: Erik Piller
Title: Senior Vice President
(4/Na /�t
By: /14/(42/-
Name:
me: Matt Munter, PE
Title: Executive Vice President
Address:10461 Mill Run Circle, Suite 1100,
Owings Mills, MD 21117
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.
01203.0001/699503.1 EQG 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 LOS ANGELES
On December 1 ,2021 before me, Natalie Talbott
,personally appeared Erik Piller ,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. 0���,11„„,,,,,.��
�.•``�P\- TA(e",,,
I certify under PENALTY OF PERJURY under the laws of the State of C ts'rei a•t qs ,• � 'ts ig paragraph is
true and correct. �.�o'' q
NOTARY ;
WITNESS my h d d officials :1. -
Signature: i Op• ,�j
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 ,2021 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 DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0001/699503.1 EQG
EXHIBIT "A"
SCOPE OF SERVICES
[BEGINS NEXT PAGE]
01203.0001/699503.1 EQG A-1
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IELLIIEEI
Description of Services
Facility Condition Assessment Approach
Project Understanding
Bureau Veritas(BV)understands that the Facility Condition Assessment(FCA)for the City of Rancho Palos Verdes
("Client")will:
• Include a comprehensive assessment of all sites,buildings,building systems,and infrastructure.
• The FCA will follow the ASTM E2018-15 Standard Guide for Property Condition Assessments as applicable.
• Determine the present condition and estimated life expectancy of various building systems and components.
• Identify and document present condition of all physical assets including grounds,facilities,and infrastructure.
• Recommend corrections for all deficiencies and provide cost estimates for corrections.
• Prioritize and categorize deficient conditions, associated corrective actions, and information concerning
building systems and deficiency categories.
• Establish anticipated renewal and replacement costs for the various systems and components.
• Result in strategic plan for capital repairs,lifecycle component replacement,and building modernization.
• Calculate the Current Replacement Value(CRV)and Facility Condition Index(FCI)for each facility.
• Establish a protocol for facility condition data to migrate/transfer to a CMMS/IWMS system.
• Option:Collect Equipment Inventory data for Client properties.
• Option:Prepare a Preventive Maintenance Plan for assets to uploaded to CMMS system.
Property Information-The City has requested the abovementioned services for:
Facility Name Notes Acres SF Address
Civic Center 4 buildings 30940 Hawthorne Boulevard
Eastview Park restroom 9.90 500 1700 Westmont Drive
Frank Hesse,Jr.Community Park community ctr 29.40 29301 Hawthorne Boulevard
building-
excluding
Point Vincente Interpretive Center restrooms 28.00 10000 31501 Palos Verdes Dr W
Robert Ryan Community Park building 11.00 30359 Hawthorne Boulevard
•
Abalone Cove small building 76.40 5970 Palos Verdes Drive South
Portuguese Bend Nursery School school Beach School Trail
Restroom at Pelican Cove restroom 500 31300 Palos Verdes Drive South
We understand that a key factor to performing Facility Condition Assessments is the evaluation of physical needs
and accurate forecasting for capital repair and replacement budgets.Pre-emptive measures to manage
maintenance budgets and programs are essential in ensuring the elimination of potential issues,which can range
from deferred maintenance,or premature replacement of building systems that can prove costly.
BV's Project Approach has been developed to address your specific requirements.BV has demonstrated experience
in the assessment of various types of facilities representative to your portfolio and understands the special
implementation,sensitivities,management,and communication associated with each.
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Data Gathering and Interview
Our project plan details three distinct phases of the project. During each phase,we will require coordination and
support from facility management.
Data Gathering Phase-During this phase,we will need the support of staff who can provide us access to drawings
and records.The following is a typical list of exhibits requested.
• Inspection Reports(sewer,boiler,chiller,etc)
• Building Systems Maintenance Records
• Owner Elected Repair list(if available)
• Original Building Plans(can be viewed on-site)
• Capital Expenditure Schedules(prior or planned)
• Fire Protection/Life Safety Plans
• Rehabilitation Budget and Scope(draft or final)
• Certificates of Occupancy/Facility License
• Prior Assessments
• Site Plan/Floor Plans
• Accessibility Transition Plans/Studies
• CMMS/IWMS Data Set
In addition to the drawings and records, we will supply a pre-survey questionnaire for each facility or site. Our
expectation is that someone with knowledge of maintenance and operations of the facility will complete this survey
and be prepared to discuss it with us while on-site
Site Phase-During the site phase,we will need support in the form of escorts while in the facilities to help us access
mechanical areas,to discuss with us any known issues in the facility,and to answer other technical questions.
Report Review Stage - During the reports review stage - we will provide a complete draft deliverable for each
building/site.
Client Coordination
Project Directory: BV will become familiar with Client's existing property list and contact directory for each
location. We will contact or interview the facilities contacts as part of tour process to determine current use
requirements and priority of properties based on agency goals.
Facility Access:Working with Client we will develop procedures to gain access to each facility.Our visits will be
coordinated and pre-approved by Client prior to the visit.We will work with Client to establish a protocol that will
ensure that our activities will have minimal disruption to the operation of each facility and will maintain a safe work
environment.
Technical Approach
Prior to assessments beginning, BV will conduct a Kickoff session to review requirements and to consolidate
exhibits such as drawings and prior completed reports.
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During the term of the project, BV will conduct regular Progress Meetings to maintain open communication with
the entire project team and Client. In these meetings, BV will lead with an agenda that includes a focus on work
plan,schedule,and project needs.This will permit the opportunity to proactively address challenges encountered,
so that course adjustments may be made. Each meeting will conclude with task assignments,schedules,and goals
to be met. BV will provide Client with a written status report that tracks and monitors the progress of the
assessments against the schedule submitted.
BV has allocated the following meetings: Kick Off Meeting,IMAC Meetings(2),Staff Meetings(3),and a Final Findings
Council Presentation meeting.Any additional in-person meetings will be on a time and expense basis.
Field Assessments
The assessment team will conduct a walk-through survey of the facility and site to observe systems and
components,identify physical deficiencies,and formulate recommendations to remedy the physical deficiencies.
• As a part of the walk-through survey,the assessment team will survey 100%of each facility. BV will survey the
exterior and grounds, including the building exterior, roofs, sidewalk/pavement,and recreational/other areas
as applicable.
• The assessment team will interview the building maintenance staff about the subject property's historical
repairs and replacements and their costs, level of preventive maintenance exercised, pending repairs and
improvements,and frequency of repairs and replacements.
• The assessment team will develop opinions based on their site assessment, interviews with Client's building
maintenance staff, and interviews with relevant maintenance contractors, municipal authorities, and
experience gained on similar properties previously evaluated. The assessment team may also question others
who are knowledgeable of the subject property's physical condition and operation or knowledgeable of similar
systems to gain comparative information to use in evaluation of the subject property.
• The assessment team will review documents and information provided by Client's maintenance staff that could
also aid the knowledge of the subject property's physical improvements,extent and type of use,and/or assist
in identifying material discrepancies between reported information and observed conditions.
The facility condition assessment will focus on the following facility and site systems and components:
Site+Infrastructure
• Topography: Observe the general topography and note any unusual or problematic features or conditions
observed or reported.
• Paving, Curbing, and Parking: Identify the material types of paving and curbing systems at the subject
property.
• Flatwork: Identify the material flatwork at the subject property(sidewalks,plazas,patios,etc.).
• Landscaping and Appurtenances: Identify the material landscaping features, material types of landscaping
(fences, retaining walls, etc.), and site appurtenances (irrigation systems, fountains, lighting, signage, ponds,
etc.).
• Utilities: Identify the type of utilities provided to the property (water, electricity, natural gas, etc.). We will
assess condition,physical deficiencies,life cycle repair,and replacement issues.
• Recreational Facilities: Identify any material on-site recreational facilities such as athletic fields, swimming
pools,spas,tennis or basketball courts,jogging or bicycle paths,etc. Observe the general conditions and note
any reported physical deficiencies or any unusual items or conditions observed or reported.
Structural Frame+Building Envelope
• Identify the material elements of the structural frame and exterior walls,including the foundation system,floor
framing system, roof framing system, facade or curtain-wall system, glazing system, exterior sealant, doors,
commercial overhead doors,sliders,windows,and stairways,etc.
• Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions
observed.Observations may be subject to grade,and rooftop vantage points.
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• Visual inspection of observable areas for cracking and moisture infiltration as well as areas of apparent
foundation settlement and displacement.
• In the event more information or exploratory testing is required, in order to provide remedial measures, the
report may include recommendation for additional investigative testing(Tier 1 or Tier 2).
Wall Evaluation
• Photograph elevations and details both from internal and external vantage points, as well as from adjacent
structures where possible.
• Observe representative operable and fixed panels on all facades,operating a representative sample of units to
assess hardware,and to visually inspect exterior conditions and the condition of waterproofing seals.
• Assess curtain wall condition to determine water infiltration, damage, caulk degradation, metal panel
degradation,stone degradation and anchoring,and other related curtain wall issues.
Curtain Wall-As Required
• Review curtain wall condition and a sampling of fixed panels on facades to assess hardware and visually review
exterior conditions and the condition of waterproofing seals,where accessible without the use of lifts,ladders,
scaffolding,suspension devices,or the like;this may include observations from internal and external vantage
points, as well as from adjacent structures. Observations are limited to grade and may include accessible
balconies or rooftop vantage points.
• Review provided drawings and records of repair, replacement,and maintenance of framing and glazing
Roofing(Non-Invasive Visual)
• Identify the material roof systems including roof type, reported age, slope, drainage, etc. Also identify any
unusual roofing conditions or rooftop equipment.
• Observe the general conditions of the roof system such as membranes,attachment methods,flashings,counter
flashings,pitch pans,gravel stops,parapets,miscellaneous appurtenances,insulation,etc.
• Observe for evidence of material repairs,significant ponding,or evidence of material roof leaks. Note if a roof
warranty is in effect. Note any physical deficiencies identified or any unusual items observed or reported.
• Identify the material rooftop equipment or accessories including antennas, lightning protection, HVAC
equipment,solar equipment,etc. Include any material problems reported.
Plumbing
• Identify the material plumbing systems at the subject property including domestic water supply,sanitary sewer,
or any special or unusual plumbing systems(such as water features,fuel systems,gas systems,etc.).
• Identify the type and condition of restroom fixtures,drinking fountains and/or other miscellaneous plumbing
equipment.
• Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions
observed.Include any reported material system inadequacies.
OPTION:CCTV Sewer and Water Line Scoping
BV will coordinate the sewer scoping of 10% of the lines of the subject property's sanitary sewer lines- up to 20
lines.The scoping will be performed from an available clean-out outside the building to the main line(assumed to
be 4" line)for roughly 150-200'and/or no more than two(2)hours of video inspection per line.
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The information we will capture will be as follows:
• Diameter of sewer line piping(i.e.,4-inch,6-inch,etc.)
• Material type of each sewer line pipe that is scoped.(PVC,copper,galvanized steel,etc.)
• Any issues/concerns that were observed during the scoping(cracks,bellies,build-up of debris/solids,etc.)
Cost recommendations for observed issues/concerns as Rough Order of Magnitude cost ranges (these are not
intended to be cost estimates,merely budgetary ranges for cost planning purposes).
BV will provide a copy of the video and report summarizing our findings.The report will include a description of the
type of pipes on location,diameter of piping,identify any issues and includes ROM(Rough Order of Magnitude)cost
to repair,or replace.
Heating
• Identify the material heat generating systems at the subject property.
• Observe the general conditions, identify the reported age of the equipment, note past material component
replacements/ upgrades, note the apparent level of maintenance, and identify if a maintenance contract is in
place.If heating equipment is not operational at the time of the walk-through survey,provide an opinion of the
condition to the extent reasonably possible.
• Identify and observe any special or unusual heating systems or equipment present (such as fireplaces, solar
heat,etc.)and note any reported material problems or inadequacies.
Air-Conditioning+Ventilation
• Identify the material air-conditioning and ventilation systems at the subject property. Include material
equipment such as cooling towers, chillers (include type of refrigerant used), package units,split systems,air
handlers,thermal storage equipment,etc.
• Identify the material distribution systems(supply and return,make-up air,exhaust,etc.)at the subject property.
• Observe the general conditions, identify the reported age of the equipment, note past material component
upgrades/replacements, note the apparent level of maintenance, and identify if a maintenance contract is in
place (and the name of the contractor). If air-conditioning and ventilation systems are not operational at the
time of the walk-through survey,provide an opinion of the condition to the extent reasonably possible.
• Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions
observed.Additionally,include any material reported system inadequacies or operating deficiencies.
• Identify and observe any special or unusual air-conditioning and ventilation systems or equipment(cold storage
systems, special computer cooling equipment, etc.) and note any material reported problems or system
inadequacies.
Electrical
• Identify the electrical service provided and distribution system at the subject property. Include material
switchgear disconnects, circuit breakers, transformers, meters, emergency generators, general lighting
systems,and other such equipment or systems.
• Observe general electrical items such as distribution panels, type of wiring, energy management systems,
emergency power,lightning protection,etc.
• Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions
observed. Also note the presence of any special or unusual electrical equipment, systems, or devices at the
subject property,and include reported material problems or system inadequacies.
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OPTION:Expanded Electrical Infrared Thermographic Survey
• Provide infrared inspection service for equipment,wiring, and controls to identify potentially faulty overload
protection devices or poor connections. Specific attention should be given to main electrical panels,
transformers,disconnects,and HVAC equipment rated at 600 volts or less.
• The report will document all equipment tested and include photos of infrared tests and areas of excess heating,
damage,or missing equipment in question.The report will also show temperatures of areas of concern,possible
causes,and suggestions for repair to the equipment in question.
Life Safety+Fire Protection
• Identify the material life safety/fire protection systems at the subject property, including sprinklers and stand
pipes (wet or dry), fire hydrants, fire alarm systems, water storage, smoke detectors, fire extinguishers,
emergency lighting,stairwell pressurization,smoke evacuation,etc.
• Observe the general conditions and note any material physical deficiencies identified or any unusual items or
conditions observed or reported including any reported system inadequacies.
Elevators+Vertical Transportation
• Identify the vertical transportation systems at the subject property. Include the equipment manufacturer,
equipment type,location,number,capacity,etc.
• Observe elevator cabs,finishes,call and communication equipment,etc.
• Identify the company that provides elevator/ escalator maintenance at the subject property. Observe the
general conditions and note any physical deficiencies identified or any unusual items or conditions observed or
reported including any reported material system inadequacies.
• Out of Scope Issues: Performing any calculations, examination of operating system components such as cables,
controller,motors,etc. Entering elevator/escalator pits or shafts.
Interior Elements
• Identify offices, special use areas and building standard finishes, including flooring, ceilings, walls, etc.
Furnishings and fixed components will be reviewed and included in the cost estimate tables for replacements.
Additionally,BV will identify material building amenities or special features.
• Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions
observed or reported.
Food Service Spaces and Equipment
• Assess all Food Service equipment and spaces including kitchen,cafeteria,and dining and serving areas. Food
service equipment (fixed equipment) will be evaluated for adherence to life/ safety code and ventilation
requirements as well for condition and capital replacement.
Special Systems and Equipment
• Include all special systems and equipment,such as Emergency Medical Systems (EMC), chillers, radio towers,
equipment lifts, chair lifts, chemical storage or treatment areas, storage tanks, dumbwaiters, vaults, public
address systems,and telephone systems.
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Limited Accessibility Compliance
• Provide a general statement of the subject building's likely compliance to the Americans with Disabilities Act to
help identify whether Client may be exposed to issues and whether there is the need for further review.
Suspected Fungal Growth
• BV will perform a limited assessment of accessible areas for suspected fungal growth.
• If we discover the presence of mold, conditions conducive to mold growth, and/or evidence of moisture,
elevated relative humidity, water intrusion, and mildew-like odors-the affected areas will be photographed
and recommendations for any additional moisture intrusion studies will be made.
Environmental Features
• BV will review environmental features of the property,to include appearance,cleanliness,acoustics,ventilation,
and humidity.
Lead-based Paint
• A review of existing testing data and other documentation regarding lead-based paint that is available onsite is
included in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop
cost estimates for remediation of paint necessitated by pending renovations.
• BV has the capability to provide a licensed lead-based paint inspector to conduct testing using an x-ray
fluorescence analyzer at the Project as an additional service.The instrument is completely non-destructive and
yields instantaneous results.
Asbestos
• A review of existing testing data and other documentation regarding asbestos that is available onsite is included
in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop cost
estimates for remediation of asbestos likely to be disturbed by renovations.
• If asbestos testing is requested, BV will provide a licensed asbestos inspector to collect samples of suspect
asbestos-containing materials at the Project as an additional service.Scope of this sampling will be determined
after review of existing data,costs will be based on daily rate plus the cost of analysis.
Energy Conservation Analysis
• As part of the analysis of all evaluated systems mentioned above,BV will consider energy conservation savings
when making repair or replace recommendations and include these projects in the project prioritization.
• BV can provide as additional services an Energy Audit(ASHRAE Level I, II,or III) or Benchmarking(EnergyStar)
services.
Ranking and Classification
Based upon our observations,research and judgment,along with consulting commonly accepted empirical
Expected Useful Life(EUL)tables;BV will render our opinion as to when a system or component will most
probably necessitate replacement.
Accurate historical replacement records provided by the facility manager are typically the best source for this
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data.Exposure to the weather elements,initial system quality and installation,extent of use,the quality and
amount of preventive maintenance exercised are all factors that impact the effective age of a system or
component.As a result,a system or component may have an effective age that is greater or less than its actual
age.The Remaining Useful Life(RUL)of a component or system equals the EUL less its effective age.
Condition Ranking of Building Systems/ Equipment
BV can rate the condition of each facility building system or component with this or another Client-specified five-
point scale:
5 Excellent No visible defects,new or near new condition,may still be under warranty if
applicable
4 Good Good condition,but no longer new,may be slightly defective or deteriorated,but
is overall functional
3 Adequate Moderately deteriorated or defective,but has not exceeded useful life
2 Marginal Defective or deteriorated in need of replacement;exceeded useful life
1 Poor Critically damaged or in need of immediate repair;well past useful life
BV can also include alternative categories to rank and weight priorities as required by the Client,such as
functional deficiencies,aesthetics,time-based urgencies,and other mission critical factors.
Priority Classes
The analysis will include all cost observations ranked by Priority Classes. The five classes below are typical but
can be altered to meet your specifications and needs:
Priority 1:Currently Critical(Immediate):Requiring immediate action including a cited safety hazard and areas
of accelerated deterioration,returning a building component to normal operation.
Priority 2: Potentially Critical(Year 1): Requiring action in the next year including components experiencing
intermittent operations,potential life safety issues,and rapid deterioration,returning a building component to
normal operation.
Priority 3: Necessary- Not Yet Critical (Years 2-3): Requiring appropriate attention to preclude predictable
deterioration,potential downtime,additional damage,and higher costs to remediation if deferred further.
Priority 4:Recommended(Years 4-10, 15,20): Representing a sensible improvement to the existing conditions
(not required for the most basic function of the facility; however,will improve overall usability and/or reduce
long-term maintenance costs).
Priority 5: Does Not Meet Current Code but "Grandfathered": No Action required at this time but should
substantial work be undertaken correction would be required.
Unformat Categories
The deficiencies observed will be classified into categories such as those below using the Uniformat System:
• A10 Foundations
• A20 Basement Construction
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• B10 Superstructure
• 820 Exterior Enclosure
• B30 Roofing
• C10 Interior Construction
• C20 Stair
• C30 Interior Finishes
• D10 Conveying
• D20 Plumbing
• D30 HVAC
• D40 Fire Protection
• D50 Electrical
• E10 Equipment
• E20 Furnishings
• F10 Special Construction
• F20 Selective Building Demolition
Cost Estimating
BV's cost estimating database is comprised of RS Means data and further customized with proprietary cost tables
developed by BV, based on historical and localized actual costs. BV maintains and updates our Uniformat-based
cost estimating system with information received from the field.Through construction monitoring work,we have
current cost data from hundreds of in-progress construction and rehabilitation projects. This data allows us to
calculate costs based on local conditions to maintain a cost database that is typically more current than RS Means'
models.
Each report will include a Capital Needs Analysis including an estimated cost for each system or component repair
or replacement anticipated during the evaluation term.The report will provide options for repair of the deficiency,
and the capital needs analysis will be presented as an Excel-based cost table that includes a summary of the
description of each component, the age and estimated remaining useful life, the anticipated year of repair or
replacement,quantity,unit cost and total cost for the repair of each line item.
A consolidated Capital Needs Analysis will be presented that includes all anticipated capital needs for all
buildings.The cost estimate for capital deficiencies will be based on the estimate for maintenance and repair,but
may at Client's option, also include project management costs, construction fees, and design fees. Project
management costs, construction fees, and design fees will be derived using actual costs from previous projects.
After determining these costs,we will confirm these costs with your staff.
Report Deliverables
BV will provide a report including a description of each of the building components and systems as described in the
approach sections above. Each report is organized by building system and will include digital photos of major
systems and components and of all deficiencies identified.Reports will include current and anticipated repairs and
deficiencies, recommended repair and component life-cycle replacements, and applicable options for repair or
maintenance of building components.
The Capital Needs analysis will include a cost database sorted by building system and ranked by priority for repair.
The format of the database will allow for reporting by building, by system,or by priority for repair,and a year-by-
year analysis of capital needs.
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Facility Condition Index
A Facility Condition Index will be calculated for each building. This index will be a function of required repairs
compared to building replacement costs. The Facility Condition Index will be generated from the data
collection/capital planning database and will be updated as components age or are replaced.
Capital Plan
Reports will reflect a 5 year capital plan based on BV's 20-year building system evaluation.The analysis will include
a cost table sorted by building and system and ranked by priority for repair.Tables will allow for the customization
of reporting and a year-by-year capital needs analysis.The report will include:
• An Executive Summary with graphic presentation of results to provide a quick,user-friendly summary of the
property's observed condition and estimated costs assigned by category. These estimated costs shall be
cross-referenced to report sections where an elaboration of cost issues will be presented.
• Components observed that are exhibiting deferred maintenance issues and estimates for immediate and
capital repair costs based on observed conditions, available maintenance history and industry-standard
useful life estimates. If applicable, this analysis will include the review of any available documents
pertaining to capital improvements completed within the last five-year periods,or currently under contract.
BV shall also inquire about available maintenance records and procedures and interview current available
on-site maintenance staff.
• Recommended schedule for replacement or repairs(schedule of priorities).
• Digital photographs for the buildings including photos of deficiencies.
• General description of the property and improvements and comment generally on observed conditions.
• Critical repairs and life safety issues separately from repairs anticipated over the term of the analysis.
• Facility Condition Index(FCI)number for the building.
BV will submit draft reports electronically via PDF format and once approved and finalized, a program summary
report is provided to include a roll-up of all prioritized capital needs across all facilities.All electronic copies of the
report will include all text,deficiency tables,digital photos,and supporting documentation and report appendices.
Deficiency Categories/Plan Types
Each deficiency identified in the Assessment shall be classified in the following manner (or other Client defined
categories):
Category 1- Scheduled Maintenance: Maintenance that is planned and performed on a routine basis to
maintain and preserve the condition.
Category2-Deferred Maintenance:Maintenance that was not performed when it was scheduled or is past its
useful life resulting in immediate repair or replacement.
Category 3 - Capital Renewal: Planned replacement of building systems that have reached the end of their
useful life.
Category 4 - Energy and Sustainability: When the repair or replacement of equipment or systems are
recommended to improve energy and sustainability performance.
Category 5-Security: When a system requires replacement due to a security risk or requirement.
Program-wide Report
In addition to each building report, BV will develop a Program-wide Report that includes a ranked system-wide
Capital Plan for all facilities with programmatic conclusions and recommendations.
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The Program Report includes a brief narrative description of each facility/building component and system, and
discusses the current,anticipated repairs,deficiencies,and of all buildings assessed.The Program Report analyses
will include tables sorted by building system and ranked by priority for repair.The format of the tables will allow
for the several perspectives of reporting by FCI,building,system,or priority for repair,and a year-by-year analysis
of capital needs.
Sustainability Efforts-Digital Reports
BV regularly takes measures to minimize impacts to the environment in the delivery of services. In lieu of printing
reports and meeting minutes, BV makes an effort to be stewards of the environment by using digital distribution
for materials. When appropriate, we suggest that in-person meetings be done by teleconference or video
conference-in order to reduce our carbon footprint.
Assessment Software:A55etCALCTM
BV will utilize AssetCALCTM as its platform for all data collected on this project. AssetCALCTM is a cloud platform
developed, licensed, maintained,and supported solely by BV for our clients.The use of this software is at your
option and there are no licensing fees for this software for one(1)year.
AssetCALCTM is a web-based SQL database platform that enables users to:
• query,edit,and analyze their facility condition data
• plan immediate and short-term repairs
• budget capital expenditures throughout the life-cycle of a building or an entire portfolio
The system unites BV's experienced field data collection methods with advanced planning and reporting tools,
construction cost libraries,location mapping(GIS)features,digital photo management,and document storage.
Data Development
• AssetCALCTM includes a configurable facility hierarchy and asset data architecture-this will include all of
your assets grouped based on site location,asset group,and function.
• Data can be exported to an Excel, XML, or an ODBC database format compatible for upload into your
CMMS,EAM,IWMS,or work-order systems.
Features Include:
• Facility Condition Assessment access:
o Component/system descriptions
o Locations
o Conditions and EUL/RUL
o Repair and replace recommendations
o Digital photos
• Search and Sorting Functionality
• Prioritization of maintenance projects
• UniFormat 2010 Cost Database
• Project Budgets and Capital Plans
• Unlimited concurrent user licensing
• Secure IT platform an d back-ups
• Client is the owner of data collected and residing in the database
• Online User Training and Documentation
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Reporting:
AssetCALCT"includes more than a dozen standard options for data summaries and reports:
• Facility Condition Index(FCI)Calculation Reporting
• Rank and Prioritize Capital Improvement Projects
• Deferred Maintenance Backlog
• Facility Queries(by building,priority,system,or dollar deficiency amount)
• Capital Budget Planning
• Year-by-Year Capital Needs Analysis
• 5, 10,or 20-Year Replacement Reserve Reports
• Custom 3rd party form automation available
Screen Shots
Actual screen shots of BV's AssetCALCTM Database and a live demo are available upon request.
Integration with CMMS/IWMS
BV will be delivering to Client a live asset management plan that can be maintained and kept up-to-date by staff.
BV will provide training to staff on maintaining the on-going monitoring program to track facilities,work performed,
re-prioritization of maintenance projects,and how to update this information in the database.
The data from the FCA can be exported for data migration to most CMMS/IWMS systems. BV can export the data
from our data collection tool to a compatible format (Excel Spreadsheet,Access Database, or SQL format) to be
used by the Client's IT department for future integration.Once your CMMS provides us with their field maps-we
can match their data fields and provide a data file for manual upload by your CMMS into their system. BV has
created several custom APIs to transfer our data directly into some third party systems.
Option: Equipment and Asset Inventory
During the assessment,each field team will be responsible for collection and storing the inventory and condition
assessment data in an electronic format that is readily transferable to a standardized CMMS/IWMS system.
BV will collect information on the major pieces of facility equipment.Specifically,the data collection will focus on
the following components:
• HVAC(level of detail for which Preventive Maintenance would be performed)
o Heating System
• Identify boilers,furnaces,unit heaters and major labeled equipment
o Ventilation System
• Identify the major labeled equipment;exhaust hoods,fans
o Air Conditioning System
• Identify the material air-conditioning components, including cooling towers,
compressors, chillers, package units, roof top units, split systems and major labeled
equipment. Excluded are window units, terminal units, VAV boxes, and thermostatic
controls
• Electrical
o Major panels only-for identification to track maintenance
o Transformers
o Switchgear
• Equipment
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o Building Automation System
• Plumbing
o Pumps external to HVAC systems
o Domestic Hot Water heaters over 80 gallons
o Other major labeled equipment
• Commercial Kitchen-major equipment(above approximately$2000 value)
o Walk-in freezer and refrigerator equipment
o Ovens,stoves,broilers,grills
o Ice makers and ice bins
o Reach-in refrigerators and freezers
o Dishwashers
o Fryers
• Vertical Transportation
• Life Safety/Security
o High Level(system level)only-for identification to track maintenance
• Alarm Panels
• Emergency generators
• Exhaust hood fire suppression
Where appropriate,the following data will be collected for each component:
• Location data
• Serial Number
• Manufacturer
• Manufactured Date
Option: Barcoding/ QR Coding
For the above referenced equipment, BV will apply a durable barcode/QR code with a unique number for use as
an identifier in the CMMS system. We will use a vinyl tag for indoor applications,and a durable foil tag for outdoor
use. Barcode/QR code numbers will be recorded in the database and all future work orders etc.,and can be tied
back into a single piece of equipment or system.
Option: Preventive Maintenance Schedules Service
BV will provide preventive maintenance (PM) schedules for the equipment listed in the equipment inventory
provided by client.Preventive maintenance schedules will include the following information:
• Safety precautions specific to the recommended PM instructions
• Description of tools required for recommended PM instructions. Tool list will not be exhaustive but
identify common tool sets and specialty tools required for tasks.
• Recommended preventive maintenance instructions and frequencies specific to the equipment
classification and type.PM instructions are based on the following sources:
o Prevailing national standards
o Survey of Common Manufacturers recommendations
o Industry best practices
• Estimated labor hours required to complete each PM work order
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BV will provide the PM schedules in spreadsheet format suitable for upload into clients CMMS.Spreadsheet will also
contain analysis of PM labor hour requirements for use by client for planning purposes.BV will review PM schedules
with client and adjust frequencies and start dates as required to meet clients'needs and match available resources.
Seismic Risk Analysis
BV will perform a seismic risk analysis of the subject property and provide a professional opinion of the estimated
damage that may result from a seismic event that has a 10-percent chance of exceedance in a 50-year exposure period,
or a 475-year return period.BV's professional opinion of the seismic risk is expressed as a seismic loss damage ratio.The
assessment will utilize the ASTM Standard E2026-16a and E2557-16a definitions for Scenario Expected Loss(SEL-OBE)and
Scenario Upper Loss (SUL-DBE)• The seismic loss damage ratio (commonly referred to as Probable Maximum Loss-PML)
will be defined by the ASTM E 2026-16a term,Scenario Expected Loss Design Basis Earthquake(SEL_oeE)as follows:
• Scenario Expected Loss(SEL-DBE)is defined as the estimated mean(expected)building damage loss(Commonly
referred to as the Probable Maximum Loss,PML)to a building resulting from a specified seismic induced ground
motion, with a 10% probability of exceedance in 50 years (475-year Design Basis Earthquake peak ground
acceleration).
• Scenario Upper Loss(SUL-DBE)is defined as the estimated 90`h percentile confidence level loss in which 9 out of
10 buildings would not exceed the specified upper limit damage loss resulting from the specified seismic
induced ground motion(475-year Design Basis Earthquake peak ground acceleration).
The process involved in determining the seismic loss assessment value is not exact,and is subject to various estimates
and projections. Among the inexact parameters are the underlying soil response, the characteristics of the projected
earthquake, the influence of the path of seismic waves from the ground fault to the site, and the building's actual
structural response.At present,there is no universally accepted methodology for estimating seismic structural risk.To a
large degree,the method chosen depends on the subjective interpretations and judgments of the professional engineer,
and on prevailing consensus in the engineering profession as to which methodology might yield better results given
certain assumptions.
BV's analysis employs the damage prediction method developed by Charles C. Thiel, Jr., and Theodore C. Zsutty (see
their article entitled "Earthquake Characteristics and Damage Statistics",Earthquake Spectra,vol.3, no.4, November,
1987). The method correlates the expected damage estimate to a statistical model, which combines historical
earthquake damage records, expert opinion data from Applied Technology Council damage curves (ATC-13), peak
ground acceleration,soil characteristics and the structural system. Sources of analytical data will include ground fault
and acceleration data provided by the U.S.Geological Survey Probabilistic Seismic Hazard data base,as well as general
ground fault and soil data obtained from applicable geologic and fault activity maps.
BV's basic seismic risk analysis will include evaluation of the following site and facility parameters:
(a) Perceived quality of the original design (neither quantitative measurements nor design calculations are
performed in this phase);
(b) Perceived quality of construction, including a visual verification of the presence of a lateral-load resisting
structural system,as well as structural retrofitting(if applicable);
(c) Building characteristics, including structural system classification, number of stories, date of construction,
foundation type,and perceived structural irregularities.The building data so obtained will be evaluated in light
of published consensus on the recorded performance of similar buildings during past seismic events.
(d) Site characteristics, including proximity to ground faults,the earthquake-magnitude (and resulting horizontal
ground acceleration) risk posed by such faults, and the type of soil in the general area (neither geotechnical
investigations nor ground-water level determinations are performed in this phase).
Document and Structural Drawing Review: BV will review Client-supplied documents such as structural and
architectural drawings, geotechnical reports, and repair/retrofit documents which are made available prior to
completion of the assessment. The information and conclusions presented in such documents will be presumed to be
true and correct. BV requests copies of the architectural and structural construction drawings and the project
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geotechnical report.
Levels of Investigation:The ASTM E2026 Guide defines four levels(Level 0,1,2 and 3)of investigation as discussed below.
In general,Level 0 is reserved for use as a screening tool to determine whether a single property or portfolio of properties
warrant more detailed investigation.Level 1 incorporates a site visit and engineering evaluation by a qualified,licensed
engineer to identify material deficiencies and structural design details that affect the expected seismic performance.
Level 2 and 3 incorporate additional engineering evaluation and modeling of the building structural system,and are not
proposed as part of this scope of work.
The following are BV's standard target levels of investigation for Level 0 and Level 1 SRAs:
ASTM E 2026-16a Investigation Component Level 0 SRA Level 1 SRA
Ground Motion Level 1(GM1) Level 1 (GM1)
Site Stability Level 1(SS1) Level 1(SS1)
Building Damageability Level 0(BDO) Level 1(BD1)
Building Stability Level O(BSO) Level 1(BS1)
Content Damageability n/a n/a
Business Interruption n/a n/a
Levels of individual investigation components may be adjusted based on availability of information.
Report Limitations:BV furnishes no warranties,certifications or guarantees as to the structural integrity of the building
studied,or how the building will actually fare in the event of an earthquake,or that the subject building is safe to occupy
and use.Furthermore,BV's seismic risk analysis does not account for the possible loss of equipment,inventory,or other
personal property,monetary loss due to business interruption,or other damages that may result from a seismic event.
Proposed Billing Schedule of Values
The pricing stated herein is fixed price for the scope detailed herein. BV will invoice monthly for work completed
in prior month. BV will invoice 95%of allocated fees for submittal of draft report and 5%balance upon submittal
of final reports. This is done as a convenience to client and does not reflect any reduction in total fee in event
client does not pursue final reports. An invoice for the 5%balance will be submitted upon submittal of final
reports or 60 days from submittal of draft reports whichever is sooner. All invoices will be payable within 30 days
or upon the closing of the transaction,whichever comes first.BV proposes the following billing schedule:
Project Start-Up,Kick-Off,and Assessments 45%
Draft Reports(invoiced monthly) 50%
Final Report and Review 5%
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrotia.
[INTENTIONALLY LEFT BLANK]
01203.0001/699503.1 EQG B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Services) Lump Sum Fee(s)USD
Fath`, Jondition Assessment 536,83
Option:Asset Inventory for CMMS $ 2,500.00
Option:Preventive Maintenance Routines/Schedule _ $ 3,500.00
Option:Seismic Risk Analysis(PML)-8 Sites $15,600.00
Option: Expanded Electrical Infrared Thermographic Survey S 6,510.00
Option: CCTV-Budget(up to 20 lines X$1300/line) $26,000.00
Option:Barcode/Tagging-including Labels(qty 1000) $2,364.00
01203.0001/699503.1 EQG C-
EXHIBIT "D
Timing
BVTA's report(s) will be delivered within 40-45 full business/working days (7-8 weeks)
01203.0001/699503.1 EQG D-1