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LG2WB Engineers Inc DBA Linscott, Law & Greenspan, Engineers - FY2022-041 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and LG2WB ENGINEERS,INC.,DBA LINSCOTT,LAW & GREENSPAN, ENGINEERS 01203 0006/757234 1 1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND LG2WB ENGINEERS,INC., DBA LINSCOTT,LAW & GREENSPAN,ENGINEERS THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made and entered into on December 21' 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and LG2WB ENGINEERS, INC., DBA LINSCOTT, LAW & GREENSPAN, ENGINEERS, a California Corporation ("Consultant") City and Consultant may be referred to, individually or collectively, as "Party" or"Parties " RECITALS A City has sought, by issuance of a Request for Proposals, 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 descnbed 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 authonty 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 matenal inducement to the City entenng into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough,competent, and professional manner, and is experienced in performing the work and services contemplated herein Consultant shall at all times faithfully,competently and to the best of its ability,expenence and talent, perform all services described herein Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all matenals will be both of good quality as well as fit for the purpose 01203 0006/757234 1 intended For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's 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 seg 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 Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The 01203 00061757234 I 2 Consultant shall, as a penalty to the City, forfeit$200(two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor (d) Payroll Records Consultant shall comply with and be bound by the provisions of Labor Code Section 1776,which requires Consultant and each 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 ofits 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 CodeSection 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 11 (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 0006/757234 1 3 Consultant's Authorized initials DAR (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 contractwith 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,plusapplicable 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 informthe City of such fact and shall not proceed except at Consultant's nsk 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 beresponsible 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 0006/757234 1 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 wntten 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% 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 providedpursuant 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 Citymay 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 matenal 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 0006!757234 1 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 $1,050,000 (One Million Fifty Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual compensation shall not exceed $350,000 (Three Hundred Fifty Thousand Dollars) 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 matenals based upon the Consultant's rates as specified in the Schedule of Compensation,provided that(a) time estimates are provided for the performance of sub tasks, 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 onginal 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, matenals, equipment, supplies, and sub- contractor contracts Sub-contractor charges shall also be detailed by such categones Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and 01203 0006/757234 1 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 onginal invoice shall be returned by Cityto Consultant for correction and resubmission Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any nghts or remedies providedherein or any applicable law 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence Time is of the essence in the performance of this Agreement 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time penod(s)established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference When requested by the Consultant, extensions to the time 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 restncted 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 wnting of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the penod of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section 01203 0006/757234 1 7 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 3 years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D") The City may, in its discretion, extend the Term by 2 additional 1-year terms 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 Clare M Look-Jaeger Principal (Name) (Title) David A Roseman Principal (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express 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 01203 00061757234 I 8 agents, shall obtain any rights to retirement, health care or any other benefits which mayotherwise 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 Ramzi Awwad or such person as may be designated by the Public Works Director It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the ContractOfficer The Contract Officer shall have authority, if specified in writing by the City Manager, tosign 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 operationof law, whether for the benefit of creditors or otherwise, without the prior wntten approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than 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 01203 0006/757234 1 9 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement,policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO"insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers' compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000) (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 statedherein (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 01203 0006/757234 1 10 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 toproperty, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontnbuting 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 authonzed by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (0 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 ofits 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 01203 0006!757234 1 1 1 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 limitsof 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 nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage (1) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers,officials,employees,and agents,and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (1) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 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 01203 0006/757234 1 12 (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City,its officers,employees and agents ("Indemnified Parties") against,and will hold and save them and each of them harmless from, any and all actions, either Judicial,administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity ansing 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 ansing out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees 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 01203 00061757234 1 13 as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at alltimes 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 ismade and disclosure is required by law including but not limited to the California Public RecordsAct 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 matenally increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the 01203 0006/757234 1 14 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 Anyuse, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retain copies of such documents for its own use Consultant shall have the right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony atdepositions, 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 fullywith 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 meanthe right by City to control, direct, or rewrite said response 01203 0006/757234 1 15 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is 15 (fifteen) days, but may be extended, though not reduced, ifcircumstances warrant During the period of time that Consultant is in default, the City shall holdall 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 outstandinginvoices 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 Cityto 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 01203 0006/757234 1 16 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 nght or remedy or be construed as a waiver Any waiver by either party of any default must be in wasting and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7.5 Rights and Remedies are Cumulative. Except with respect to nghts and remedies expressly declared to be exclusive in this Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue a legal action under this Agreement 7.7 Termination 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 30 (thirty) 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 authonzed 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 01203 0006/757234 1 17 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 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 wntten 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 01203 00061757234 1 1 8 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 ongin, 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, mantal status, national origin, ancestry or other protected class 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection therewith, shall not employ unauthonzed 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 ofunauthorized 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 eitherparty 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 inthe case of the Consultant, to the person(s) at the address designated on the execution page ofthis Agreement Either party may change its address by notifying the other party of the change ofaddress in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 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 01203 0006!757234 1 19 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 thisAgreement which are hereby declared as severable and shall be interpreted to carry out the intentof 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 l Consultant's Authorized Initials 'J�� 012030006/757236 1 20 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, (u) they are duly authonzed to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entenng into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 00061757236 I 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation OW (-72_1d-d David L Bradley, ayor ATTEST: eresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP Ze)dilievtAn 4 —\ William W Wynder, City Attorney CONSULTANT: LG2WB Engineers,Inc., dba Linscott, Law & Greenspan,Engineers By M -,e, J 3L Name David S Shender Title Presid nt By Name Richard E Barrett() Title Chief Financial Officer Address 600 S Lake Avenue, Suite 500 Pasadena, CA 91106 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2) Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/757236 1 22 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES N01 (2Y POQt C $NEIYA On Da 2$ ,2021 before me,W1i6C S AIAi' ,personally appeared DAVI DI SCPKA,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 o - :`... COMM #2245504 z - vo Notary Public California Z Za _ Los Angeles County o Signature /vOT4P-Y hl)l3UL 1 •�•L� Ml Comm Expires June 92022 OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/757234 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF b S ANGELES 0 f 0.n5 eG`s�P°r ' 1e On 1 ,2021 before me,N -� .113\ ,personally appearedkC�Crd -AIL proved to me on the basis of satisfactory evidence to be the person(,whose names} is/aA subscnbed to the within instrument and acknowledged to me that he/lie/t104,executed the same in his/hktlyitr authorized capacity(ilZS),and that by histlakthitE signature( on the instrument the person*or the entity upon behalf of which the person(8)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 • r , NATALI EIO ESPARIA WITNESS my hand and official seal Notary POrange nge County Cantor-11a �"�:= Commission#2375404 ` O-`My Comm Expires Sep 18 2025 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 0006/757234 1 EXHIBIT"A" SCOPE OF SERVICES Consultant will provide on-call professional services relating to traffic engineering (the Services),as more fully detailed herein. Consultant has been selected to provide this Scope of Services that will be readily available for a fixed rate when needed. However, before any work is performed, Consultant must provide a specific written proposal for any requested services and obtain advance written approval to proceed from City's Contract Office, as such process is more fully described below. Unless specifically defined,each category or type of work listed shall be construed to include all services customarily performed by a first-class consultant as defined under such category or type. II. Work Request Procedure A. Each task to be performed shall be set forth in a verbal or written request ("Request") produced by City's Contract Officer with a description of the work to be performed, and the time desired for completion All tasks shall be carried out in conformity with all provisions of this Agreement B. Following receipt of the Request, Consultant shall prepare a "Task Proposal"that includes the following components 1. A written description of the requested task ("Task Description") including all components and subtasks, and including any clarifications of the descriptions provided in the Request, 2. The costs to perform the task ("Task Budget"), 3. A break-down of the costs or an explanation of how the cost was determined, and 4. A schedule for completion of the task ("Task Completion Schedule"), including a final completion date ("Task Completion Date") C. City's Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal D. The task shall be performed at a cost not exceeding the Task Budget E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date and in accordance with the Task Completion Schedule 01203 0001/699504 1 EQG A-1 III. Consultant acknowledges that City has no obligation to request that any services be performed by Consultant under this Agreement. City's Contract Officer may establish a rotation schedule with multiple consultants,and may seek competing Task Proposals,may select a consultant that in its judgement is best suited for a particular task, or may select a consultant in a manner that is in the best interest of City. IV. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Consultant shall provide to City's Contract Officer a weekly written summary of progress on all approved Task Proposals for services lasting longer than one week V. All work product is subject to review and acceptance by the City,and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. VI. Consultant shall utilize the personnel stated in their proposal to accomplish the Services,unless otherwise approved by the Contract Officer. SCOPE OF WORK The following services tasks performed by the selected on-call firms requested by the City include, but not limited to the following Traffic Engineering Transportation and Traffic Engineering • Traffic Signals o Operations support o Maintenance support o Warrant analysis (including left-turn phase and HAWK) o Plans, specifications, and estimates for new signals, signal rebuilds or replacements, signal modifications, and temporary signals o Review traffic signal timing plans and collision data for intersections, and provide recommended adjustments • Traffic Control Devices 01203 0001/699504 1 EQG A-2 o Analysis o Plans, specifications, and estimates • Pavement Marking o Analysis o Plans, specifications, and estimates • Streetlights o Operations support o Maintenance support o Plans, specifications, and estimates o Coordination with electncal service providers • Traffic Analysis including micro-simulation o Gap studies o School Zone traffic analysis and coordination o Support goals related to local traffic operations and respond to various community issues i Analyze issues, identify alternative solutions, provide recommendations determine consequences of proposed actions, • Traffic Calming o Analysis o Concept plans, including physical design modifications, signage plans and pavement marking plans • Work Zone Transportation Management Plans (TMPs) o Plans, specifications, and estimates o Plan review • Intelligent Transportation Systems o Planning 01203 0001/699504 1 EQG A-3 o Plans, specifications, and estimates • Parking Studies • Engineenng and Traffic Surveys • Developer and Capital Improvement Project Review o Peer review pnvate and public development plans and respond to inquiries and questions related to traffic engineenng development matters o Peer review traffic analyses o Peer review geometnc design • Assist in the Development of Transportation Engineenng Policies • Other Transportation Related Support Services o Provide information to the public, respond to and resolves citizen inquires and complaints related to the traffic engineering functions within the City o Assist construction inspectors in the interpretation of plans, specifications and other contract documents for assigned projects o Support public involvement and community outreach for selected transportation projects i Attendance and participation in public meetings ii Creation of various education and outreach materials such as project flyers, PowerPoint presentations, etc o Prepare grant applications for funding from federal, state, and regional agencies for the traffic safety studies and improvements Support Services • Survey and Right-Of-Way (ROW) • General Civil Engineering Design • Construction Administration, Management, and Inspection Staff Augmentation Consultant may be required to provide one of its qualified employees, based on Consultant's determination of qualifications, to act as City's Project Manager and/or Project Engineer for a specific duration requested by City's Contract Officer The employee so 01203 0001/699504 1 EQG A-4 designated by Consultant may be tasked by Consultant, at City's request, to work on a specific project or on multiple projects The employee may be directed by Consultant, at City's request, to perform design/analysis work or manage the work of other independent consultants or independent contractors, who will be under separate contract(s) with City, and coordinate work with stakeholders Compensation for such services will be based on actual hours or services performed, excluding travel time to City offices, and overtime shall not be requested by City or permitted by Consultant 012030001/699504 1 EQG A-5 LINSCOTT L A ti'. & REQUEST FOR PROPOSALS G R E E N S PA N Section (B):Approach to Scope of Services engineers The LLG Approach to On-Call Municipal Transportation and Traffic Engineering Services LLG is a multi-disciplinary transportation planning and engineenng firm that has completed over 12,000 planning and design projects since our founding in 1966 We have over sixty planners and engineers working out of four offices across Southern California It is our client centnc approach to every project we undertake, no matter how small or large, that ensures quality work products submitted on time and within budget Our approach to project delivery focuses on clear and concise communication, accuracy of work products, insightful observations, innovative solutions, and value- added interactions and options Proposed Methods to Accomplish Work As noted above, LLG's general approach to the conduct of municipal engineering services focuses on communication, insightful observations, accurate work products, timely delivery of work products, and early anticipation of issues The service delivery team under the leadership of Mr Roseman understands that each City Task Order, involving investigation, study,or review of a project will demand sensitivity topolitical issues or concerns that may involve several parties, agencies, or junsdictions Therefore,having the nght people and resources devoted to providing timely,accurate, and politically sensitive deliverables is of paramount importance Having completed several thousand traffic and transportation investigations and studies throughout the greater Los Angeles and Orange County regions, we are prepared to address the critical transportation issues facing the City today At LLG we have implemented the following key project management approaches to ensure successful and meaningful outcomes for the City in everything we do • EFFECTIVE CONTRACT MANAGEMENT • REGULAR AND EFFECTIVE CLIENT COMMUNICATION • AVAILABILITY AND RESPONSIVENESS • SCHEDULE AND BUDGET ADHERENCE • ADHERENCE TO CITY OF RANCHO PALOS VERDES PROCEDURES • INNOVATIVE AND HIGH IMPACT SOLUTIONS • ANTICIPATION OF ISSUES • COMMUNITY ENGAGEMENT/PUBLIC OUTREACH • GRAPHICS • WELL-DOCUMENTED REPORTS/PLANS • QUALITY ASSURANCE/QUALITY CONTROL(QA/QC) Request for Proposals-On-Call Transportation and Traffic Engineering Services City of Rancho Palos Verdes June 2021 LIPJSCOTT LAW & REQUEST FOR PROPOSALS GREENSPAN Section (B):Approach to Scope of Services e iig in a ei S Scope of Services Mr Roseman, Ms Look-Jaeger and Mr Jon Austin have thoroughly reviewed the scope of services provided in the City's Request for Proposals, "Scope of Work" We hereby collectively acknowledge each and every work element listed and attest that the proposed service delivery team has the necessary skills and experience to conduct the work outlined Additionally, Mr Roseman, having performed the role of City Traffic Engineer for the City of Long Beach for 13 years and currently performingthat role for both the City of Cypress and the City of Brea on a part-time basis, has all the qualifications,capabilities, and licenses necessary to successfully perform the Scope of Work Mr Roseman and the entire LLG service delivery team is looking forward to meeting the challenges that arise in the City of Rancho Palos Verdes in a seamless, efficient, and transparent manner The following is a brief overview discussion of key aspects of the scope of service elements The detailed discussion pertaining to each area of consultation is contained within Section (D), as part of the qualifications and technical competency summary That summary focuses on the LLG's service delivery team's experience and approach in providing services in each of the identified areas • Traffic Signal System Monitoring and Support Services • Traffic and Transportation Design • Specialized Traffic Engineering Investigative and Study Services • Land Development Project Reviews • Complete Streets Design Services • Expert Witness Services • Civil Engineering Support Services • Other Traffic Engineering Consultation Services Request for Proposals-On-Call Transportation and Traffic Engineering Services City of Rancho Palos Verdes June 2021 -4- LINSCOTT LA;v & REQUEST FOR PROPOSALS G RE Eli SPA H Section (C):Proposed Staff and Organization e it 9 i n e e 7 S Proposed Service Delivery Team Management For this On-Call municipal services contract, LLG's Pnncipal, Mr David Roseman, P E , is proposed to serve as the City's main contact Mr Roseman will be responsible for either preparing or directing all consultation related to this contract Mr Roseman will utilize LLG's Senior planning and design staff, as well as appropriate support staff, for the successful completion of engagements under this contract Mr Roseman will be available to lead and/or support any required meetings and presentations with the City's team, including the City Manager, City Council, etc , as well as with the general public It is envisioned that he will communicate with City staff almost daily on traffic engineering matters needing his attention Mr Roseman will also have Metropointe Engineers, Inc , at his disposal to provide Civil Engineenng design support for specific projects,tasks, or advice Mr Roseman will also coordinate all planning, investigative, study, and design work needed by the City Mr All work products will bear his signature and stamp as deemed necessary by the City Ms Clare Look-Jaeger, P E , Managing Principal of the Pasadena office, will be responsible for the oversight of all contracting and invoicing under this contract and quality assurance/quality control for all City deliverables Ms Look-Jaeger will also be available to support Mr Roseman as needed and/or requested on various transportation planning efforts, including specialized surveys and investigations, and should Mr Roseman be unavailable for any reason For active transportation consultation efforts, Mr Roseman will also be supported by Ms Michelle Mowery who has been a leader in bicycle and mobility efforts for more than twenty years in Los Angeles and Long Beach Resumes of Proposed Key Personnel and Staffing Statement LLG has assembled a highly qualified and diverse team to provide professional municipal traffic engineering services to the City and the organization chart is contained within the Appendix Key personnel will be available to the extent proposed for the duration of this contract No person designated as "key" to this contract shall be removed or replaced without the prior written concurrence of the Cid The qualifications and availability of key personnel are summarized in the table contained within the Appendix along with resumes of other key members, Mr Jon Austin, P E , Ms Mowery, Mr Alfred C Ying, P E , Ms Gutierrez, P E , Ms Francesca Bravo, and Mr Felipe Ortega Roles and Responsibilities of Key Personnel LLG has prepared a table summarizing the qualifications and availability of the key personnel assembled for this contract along with their tenure with LLG, their licensure with the State of California, their current title, and proposed assignment role As noted above, this table is contained in the Appendix of the response package As previously described,Mr Roseman will serve as the Project Manager and will be the primary point of contact with the City's team He will attend all meetings as required and requested and make any necessary transportation- related presentations He will inform and advise the City's team and decision makers While Mr Roseman will be responsible for the day-to-day oversight of all City work efforts and engagements, he will also rely on the experience and expertise of the identified key personnel, as well as other LLG team members for various work tasks under this contract A listing of potential work tasks is included below along with the suggested key personnel Request for Proposals-On-Call Transportation and Traffic Engineenng Services City of Rancho Palos Verdes June 2021 -5- LItiSCOTT LAW & REQUEST FOR PROPOSALS G RE E N S PA N Section (C):Proposed Staff and Organization enyineers Potential Work Task Key Personnel Traffic Signal Design Connna Guiterrez,P E Traffic Control/Detour Design Connna Guiterrez,P E Civil Engineering/Signing&Striping/Geometric Jon Austin,P E Plan Design _ Corinna Guiterrez,P E Review of All Traffic Engineering Plans David Roseman,P E Transportation Impact Studies Alfred C Ying,P E Traffic Signal Timing/Systems Kim Preap,P E Felipe Ortega Transportation Modeling Zawwar Saiyed,P E Specialized Trip Generation Studies _ Alfred C Ying,P E Stop Warrant Analyses _ Grace Turney,E I T Traffic Signal Warrant Analysis _ Grace Turney,E I T Review of Land Development Projects _ David Roseman,P E Safety Studies/Accident Analysis David Roseman,P E Alternative/Active Transportation Projects David Roseman,P E Michelle Mowery Presentations/Agency Meetings _ David Roseman,P E/Clare Look-Jaeger,P E Miscellaneous As-Needed TE Tasks David Roseman,P E Subconsultants As noted above, Metropointe Engineers, Inc is a full-service Civil engineering firm specializing in the support services of survey and right-of-way, general civil engineering design, and construction management and inspection As needed, LLG will also utilize subconsultants for traffic count data collection services Such services may include conducting manual turning movement counts, automatic 24-hour machine traffic counts, vehicle/truck classification counts, pedestrian counts, parking inventories, parking accumulation and/or utilization surveys, traffic speed surveys, etc It is anticipated that traffic count subconsultants will be utilized for both the preparation of transportation planning studies as well as other specialized studies, if needed or requested LLG has successfully worked with the listed subconsultants for several decades Listed below are the subconsultant firms for traffic data services • Counts Unlimited,Inc , Corona,CA • City Traffic Counters, Pasadena,CA • The Traffic Solution, Arcadia,CA • National Data& Surveying Services, Los Angeles,CA Organization Chart LLG has assembled a highly qualified and diverse team and the team organizational chart is provided in the Appendix Request for Proposals-On-Call Transportation and Traffic Engineering Services City of Rancho Palos Verdes June 2021 -6- LINSCOTT LAW & REQUEST FOR PROPOSALS G R E E N S PA N Section (E): Quality Control Plan eiig Ill eei S LG2WB Engineers, Inc , dba Linscott, Law & Greenspan, Engineers (LLG) understands the City of Rancho Palos Verdes' intent to select a firm to provide a variety of On-call transportation and municipal traffic engineering services We at LLG have prepared several thousand reports and plans for both technical and public audiences We pride ourselves on producing technically comprehensive documents that are clearly written in plain English so that they can be understood by both technical and public audiences Any formal study, report,or plan completed for the City be submitted under Mr Roseman's signature and professional engineers stamp and will be reviewed for quality assurance and quality control by Ms Clare M Look-Jaeger, P E LLG adheres to a high standard of quality assurance and quality control procedures to ensure that our clients receive quality work products that are nght the first time As such, Ms Look-Jaeger will serve as the service delivery team's QA/QC manager providing all necessary reviews of formal studies, reports, and plans prior to submittal to the City LLG has also implemented internal team milestone progress meetings and frequent coordination sessions, both in-person and virtually LLG has established quality control checklists to ensure all aspects of our consultation, reports, studies, analyses and plans are accurate and comprehensive The firm provides the City with quality data collection and field review services The City can rely on our consultation, as demonstrated by our successful track record when it comes to challenges/appeals on projects and/or the related environmental review documentation (i e , with or without formal litigation) The City should note that our transportation planning analyses/reports (i e , transportation studies, traffic assessments, specific plans, etc )have also been determined by the Courts to have been prepared with sound professional judgment, according to the industry standards, were thoroughly and fully responsive to public comments, as well as to have fully disclosed potential impacts We are very proud of this fact LLG has prepared hundreds of signing and striping, traffic signal, traffic control and street lighting plans throughout Southern California, including the greater Orange and Los Angeles County regions We pride ourselves on fully understanding each project, by conducting all field verifications on a timely basis (including conduit inventory, digital photo documentation and verification of existing equipment, etc ), prepanng accurate base plans based on available topographic survey data, incorporating the City's latest standards and guidelines, and preparing designs that obtain City approval/signatures Our team is able to prepare drafting services for the preparation of geometric and traffic signal plans as well as street lighting and traffic control plans,if requested by the City LLG uses the most current and leading-edge software for plan preparation including AutoCAD, AutoTURN, Microstation, and Synchro Request for Proposals-On-Call Transportation and Traffic Engineenng Services City of Rancho Palos Verdes June 2021 -17- EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strketkreugh [INTENTIONALLY LEFT BLANK] 01203 0001/699504 1 EQG B-l EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The rates provided in Exhibit C-1 may be subject to annual CPI increases during the term of this Agreement. Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. II. Within the budgeted amounts for each task in the Task Budget,and with theapproval of the Contract Officer,funds may be shifted from one Task subbudget to another so long as the Task Budget is not exceeded. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate B. Line items for all matenals and equipment properly charged to the Services C. Line items for all other approved reimbursable expenses claimed, with supporting documentation D. Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services IV. The total compensation for the Services under this Agreement shall not exceed the amount provided in Section 2.1 of this Agreement. The total Task Budget for any individual Task shall not exceed$350,000. 01203 0001/699504 1 EQG C-1 EXHIBIT"C-1" LI NSC OTT LAw L FEE SCHEDULE GREENSPAN Effective l s niuy 1 2020 to December 31 2022 engineers TITLE PER HOER Principals Grade VIII-Principal Engineer $ 268 00 lEnyrt,ecrs&Plasmeis Grade VII—Senior Project Manager $ 240 00 tratut Grade VI—Project Manager $ 22400 Lansportaann Parking Transportation Engineers Grade V-Senior Transportation Engineer $ 198 00 tmmcott tan s Grade IV—Projed/Associate Engineer $ 175 00 Greenspan Engineers Grade III—Jtmior/Assistant Engineer $ 148 00 600 S talo Aeons Grade II—Junior/Assistant Engineer S 127 00 sr.:o 500 Pasadena CA91106 Transportation Planners 62.7162322 6 Grade V-Senior Transportation Planner $ 175 00 626.1920911 I Grade IV—Project/Associate Planner $ 148 00 vmwAgengmeers can Grade III—Junior/Assistant Planner $ 12700 Grade II—Junior/Assistant Planner $ 11300 r'e:adena Irina Signal System Specialist sari 0 000 Grade V-Senior Signal System Specialist $ 185 00 Woodland Nino Grade IV-Signal System Specialist f $ 15800 Grade III-Signal System Specialist II $ 135 00 Grade II-Signal System Specialist I S 12000 Technical Support Grade II-Engineering Associate II $ 126 00 Grade II-Engineering Associate I $ 12 00 Grade II-Engineering Computer Analyst II $ 120 00 Grade I-Engineering Computer Analyst I $ 95 00 Grade III-Senior CADD Drafter S 1200 Grade III-CADD Drafter III $ 11300 Grade II-CADD Drafter II $ 100 00 Grade I-CADD Drafter I S 8600 Grade II-Senior Engin ng Tedmic,an S 122 00 Grade II-Engineenae Technician II $ 113 00 IPhGrade I-EnT nem Technician I $ 86 00 so i�Lin anti P[tnntnv ?AO=A ler,PE ndi a!ut Grade I-Mord ProcessarSecretary $ 80 00 Jack\1 Geensa Pt tai IPaJ VI Vllkmaim PE.art Grade I-Engineering Aide I $ 61 00 attic P r,aenq PE m n Elam s Shmaer PE Consultanon in connection with litigation and Court appearances will be cured separately Jahr A etarmai PE Project-related mileage will be billed at the prevailing standard mileage rate as determined by the IRS Oro Id lock Jan t PE Subcontractors and other project related expenses will be billed at cost plus 104, 1:.hna i Basuto P[ Mel D Mah,rry PE Annual Fee Schedule mcrea.es allowable per the published Consumer Price Index(CPI) Maur a t/arat PE Kcyan C YnLtc PE Omar Fba,man PE Ar Wart(*.[.f.Innes nos 01203 0001/699504 1 EQG C-2 EXHIBIT"D" SCHEDULE OF PERFORMANCE I. Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for three (3) years II. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal and shall not receive additional compensation for work completed after the Task Completion Date. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203 0001/699504 1 EQG D-1