KOA Corp / CBM Consulting (2009) PROFESSIONAL SERVICES AGREEMENT
THIS PROFFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into this 1st day of August, by and between the CITY OF RANCHO PALOS
VERDES hereinafter referred to as "CITY", and KOA Corporation/CBM Consulting
hereafter referred to as "CONSULTANT".
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE I
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
Provide Project Management Services for the San Ramon/25th Street Project
in the City's Water Quality Flood Protection Program.
1.2 Description of Services
CONSULTANT shall perform project management services including project
scoping,engineering,environmental and project oversight including administration services
as described in the attached Proposal (Exhibit A)that is incorporated by this reference.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall
perform with due diligence the,services included in Exhibit A. No work shall be done on
any item of Exhibit A for which CONSULTANT has not received a written Notice to
Proceed. CONSULTANT shall perform all services under this Agreement in a timely
manner consistent with industry standards for professional skill and care.
CONSULTANT shall not be responsible for delay, nor shall CONSULTANT
be responsible for damages or be in default or deemed to be in default by reason of
strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely
information or to approve or disapprove CONSULTANT'S work promptly,or delay or faulty
performance by CITY, other consultants/contractors, or governmental agencies, or any
other delays beyond CONSULTANT'S control or without CONSULTANT'S fault.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY agrees to compensate CONSULTANT a not to exceed amount of
$62,000 for services as described in ARTICLE 1.
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(b) CITY may request additional specified work under this agreement. All
such work must be authorized in writing by the Director of Public Works prior to
commencement.
(c) CONSULTANTS final invoice must be submitted within 30 days of
completion of the stated scope of services.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
KOA Corporation/CBM Consulting
17601 South Denver Avenue
Gardena, CA 90278
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the percentage of work
completed in the previous month. CITY agrees to authorize payment for all undisputed
invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its
best efforts to notify CONSULTANT of any disputed invoice amounts or claimed
completion percentages within ten (10) days of the receipt of each invoice. However,
CITY's failure to timely-notify CONSULTANT of a disputed amount of claimed completion
percentage shall not be deemed a waiver of CITY's right to challenge such amount or
percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.4 Additional Services
CITY may request in writing that CONSULTANT perform additional services
not covered by the specific Scope of Work set forth in this Agreement, and CONSULTANT
shall perform such services and will be paid for such additional services in accordance with
CONSULATNT'S Schedule of Hourly Rates attached hereto as Exhibit A and incorporated
herein by reference. The schedule of hourly rates shall be in effect through the end of this
Agreement or June 30, 2011 whichever occurs first.
2.5 Term of Agreement:
This Agreement shall commence on the day it is executed and shall terminate
as specified in Article 2.4. Certificates of Insurance must be current on the day this
Agreement commences and, if scheduled to lapse prior to the termination date, must be
updated before final payment is made to CONSULTANT.
ARTICLE 3
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INDEMNIFICATION AND INSURANCE
3.1 Indemnification
CONSULTANT will defend, indemnify and hold harmless CITY, its Boards
and its officers, employees and agents (collectively "CITY"), against any claim, loss or
liability that arises because of the sole or primary negligence or willful misconduct of
CONSULTANT, its agents, officers, directors or employees, in performing any of the
services under this Agreement. CONSULTANT shall defend the CITY in any action or
actions filed in connection with any such claims with counsel of CITY's choice, and
CONSULTANT shall pay all costs and expenses, including actual attorneys'fees incurred
in connection with such defense.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of One Million ($1,000,000) Dollars for each
occurrence and in the aggregate,combined single limit,against any personal injury,death,
loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A-VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million ($1,000,000) dollars. Said policy or policies
shall be issued by an insurer admitted to do business in the State of California and rated in
Best's Insurance Guide with a rating of A-VII or better.
3.4 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.5 Notice of Cancellation
A. All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without thirty (30) days prior written notice to
CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
B. CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY may take out the necessary insurance
and pay, at CONSULTANT'S expense, the premium thereon.
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3.6 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain •
on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts. The commercial general liability shall contain
endorsements naming the CITY, its officers, agents and employees as additional insured.
3.7 Primary Coverage
The commercial general liability insurance provided by CONSULTANT shall
be primary to any coverage available to city. The insurance policies (other than workers'
compensation and professional liability)shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time,with or without cause,
by either party upon sixty (60) days prior written notice. Notice shall be deemed served
upon deposit in the United States Mail of a certified or registered letter, postage prepaid,
return receipt requested, addressed to the other party, or upon personal service of such
notice to the other party, at the address set forth in Article 6.11.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT,
in an amount to be determined as follows:for work done in accordance with all of the terms
and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the
percentage of services performed prior to the effective date of termination or cancellation in
accordance with the work items; provided, in no event shall the amount of money paid
under the foregoing provisions of this paragraph exceed the amount which would have
been paid to CONSULTANT for the full performance of the services described in Article
2.1.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All plans, specifications, reports and other design documents prepared by
CONSULTANT pursuant to this Agreement are instruments of service which shall be
deemed the property of the CITY. CITY acknowledges and agrees that all plans,
specifications, reports and other design documents prepared by CONSULTANT pursuant
to this Agreement shall be used exclusively on this Project and shall not be used for any
other work without the written consent of CONSULTANT. In the event CITY and
CONSULTANT permit the reuse or other use of the plans, specifications, reports or other
design documents, CITY shall require the party using them to indemnify and hold harmless
CITY and CONSULTANT regarding such reuse or other use, and CITY shall require the
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party using them to eliminate any and all references to CONSULTANT from the plans,
specifications, reports and other design documents. If a document is prepared by
CONSULTANT on a computer, CONSULTANT shall prepare such document in a
Microsoft® Word 2003 or lower format for text documents, and AutoCAD 2006 or lower
format for plans as appropriate. In addition, CONSULTANT shall provide CITY with said
document both in a printed format and in an electronic format acceptable to CITY.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be designated by the City Manager and a
CONSULTANT representative shall be designated by CONSULTANT as the primary
contact person for each party regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48)and the applicable equal employment provisions of
the Civil Rights Act of 1,964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1992 (42 U.S.C. § 11200, et seq.).
6.3 Personnel
CONSULTANT represents that it has,or shall secure at its own expense, all
personnel required to perform CONSULTANT'S services under this Agreement. Any
person who performs engineering services pursuant to this Agreement shall be licensed as
a Civil Engineer, or licensed in the appropriate discipline of Engineering for the work being
conducted, by the State of California and in good standing. CONSULTANT shall make
reasonable efforts to maintain the continuity of CONSULTANT'S staff who are assigned to
perform the services hereunder and shall obtain the approval of the Director of Public
Works of all proposed staff members who will perform such services. CONSULTANT may
associate with or employ associates or subcontractors in the performance of its services
under this Agreement, but at all times shall be responsible for their services.
6.4 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve(12)months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Section 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
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6.5 Legal Action
(a) Should either party to this Agreement bring legal action against the
other,the case shall be brought in a court of competent jurisdiction in Los Angeles County,
California, and the party prevailing in such action shall be entitled to recover its costs of
litigation, including reasonable attorneys'fee which shall be fixed by the judge hearing the
case and such fee shall be included in the judgment.
(b) Should any legal action about the Project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.6 Assignment
This Agreement shall not be assignable by either party without the prior
written consent of the other party.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT'S direct employ,when it is appropriate and customary to
do so. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized CONSULTANTS, and testing laboratories. CONSULTANT'S use of
subcontractors for additional services shall not be unreasonably restricted by the CITY
provided CONSULTANT notifies the CITY in advance.
6.7 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent CONSULTANT. Neither the CITY nor any of its agents shall have control
over the conduct of CONSULTANT or any of the CONSULTANT'S employees, except as
herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner,
represent that it, or any of its agents, servants or employees, are in any manner agents,
servants or employees of CITY, it being distinctly understood that CONSULTANT is, and
shall at all times remain to CITY, a wholly independent CONSULTANT and
CONSULTANT'S obligations to CITY are solely such as are prescribed by this Agreement.
6.8 Hazardous Materials
Unless otherwise provided in this Agreement, CONSULTANT and its
subcontractors and/or contractors and shall have no responsibility for the discovery,
presence, handling, removal or disposal of,or exposure of persons to hazardous materials
in any form at the site of the Project.
6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
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6.10 Extent of Agreement
This Agreement represents the entire and integrated Agreement between
CITY and CONSULTANT and supersedes all prior negotiations, representations or
agreements,either written or oral. This Agreement may be modified or amended only by a
subsequent written agreement signed by both parties.
6.11 Notices
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
If to CONSULTANT:
KOA Corporation/CBM Consulting
Mr. Alan Braatvedt, Vice President
17601 South Denver Avenue
Gardena, CA 90248
If to CITY:
Mr. Ray Holland, Interim Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
"CONSULTANT"
KOA Corporation/CBM Co suiting
BY:ji Ero .ra
VICE iZIt•N
Title
Date
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY:
MAYOR
City of Rancho Palos Verdes
Date
ATTEST:
/,_
CITY CLERK
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17601 S.Denver Avenue
KOA CORPORATION Gardena,CA 90248
t:310.3 29.0102 1:310.3 29.1021
CBM Consulting www.koacorporation.com
August 12, 2009
Ron Dragoo
Senior Engineer
Department of Public Works
30940 Hawthorne Blvd.
City of Rancho Palos Verdes
CA 90275
RE: PROPOSAL FOR PROFESSIONAL SERVICES TO PROVIDE PROJECT MANAGEMENT OF A
PRELIMINARY DESIGN FOR THE SAN RAMON CANYON
Dear Ron:
KOA Corporation/CBM Consulting, Inc. (CBM) is pleased to submit our proposal to provide Project Management,
services for the concept generation and preliminary design of San Ramon Canyon.
The scope is not clearly defined, but we have attempted to clarify this by writing out our understanding of the tasks that
need to be performed. If this is different from that which the City has in mind, we are open to modifying our proposal to
suit the actual tasks required.
We are committed to working seamlessly with your staff and project team to ensure the successful delivery of this project.
CBM is very familiar with the City of Rancho Palos Verdes personnel and procedures and look forward to continuing our
relationship with the City.
Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you have questions
during the selection process, please do not hesitate to contact me at(310) 329-0102.
Respectfully,
KOA Corporation/
CBM Consulting, Inc.
A\1 0,, (&rQ..Alan Braatvedt
LOS ANGELES OAKLAND ONTARIO ORANGE COUNTY S EGO
KOA CORPORATION
CBM Consulting
City of Rancho Palos Verdes
Proposal for
Proposal to Provide Professional Services to Project Manage the
San Ramon Canyon Concept and Preliminary Design
Summary of Project
The purpose of the service which we are proposing is to provide the management services to produce a viable
preliminary design for the San Ramon Canyon drainage problem. By producing this clearly defined preliminary
design, it will be possible to understand the full scope of the improvements, the potential environmental problems
that will be faced,the cost of the project,the degree to which it can be phased and whether its feasible to"go it
alone"without the City of Los Angeles.
This preliminary design will give the City something tangible to use for funding applications, negotiating with other
agencies and a concrete step towards solving the problems associated with the canyon.There is a strong
likelihood that the project can be designed to County standards, which will enable the City to transfer the drain
to the County on completion.Those discussions with the County will not be possible without a tangible design.
Scope of Services
There a number of tasks that need to be coordinated and organized for the production of the preliminary design.
These tasks include the following:
o Meet with City geotechnical consultant to clearly understand the existing data of the canyon's geological
structure and abnormalities and to discuss possible scope of the design.This will give the City a good idea of
the magnitude of additional exploration that could be required.
o Develop a concept design RFP which spells out the scope of work as clearly as possible. It is likely that the
concept planning work will be phased with numerous"hold points" along the way to prevent too much time
and effort being spent in any direction before the pros and cons are fully understood.We do not envision
much geological investigation at this stage, however would expect the designer to include a geotechnical
consultant to prove concepts.
o Solicit proposals from a number of storm-drain designers with adequate relevant experience. Evaluate the
proposals and conduct interviews with candidates from a"short list". Obtain City Council approval and award
the project.
o Develop a schedule with realistic goals and set up the criteria for evaluation of ideas, including decisions on
the members of the evaluation panel. Drive the schedule through specific milestones and deliverables.
o Conduct report back meetings with the Los Angeles County and the City of Los Angeles. Present ideas to the
City Council to ensure their buy-in to the project and to provide them with the tools to solicit interest in the
project from their counterparts in Los Angeles, the County and any other interest group that could help get
funding for the project.
C►iy of Rancho Palos Verdes
San Ramon Canyon 2 8/12/2009
9-4
KOA CORPORATION
CBM Consulting
o Develop an RFP for the services of an environmental consultant to work independently of the designer.The
scope of this consultant will include identifying which agencies will require permitting and what their
respective areas of concern are. Conduct initial investigations with the respective agencies to identify
potential obstacles for the project.The consultant will also identify potential mitigation sites,which may be in
another location.
o Solicit proposals from a number of environmental consultants with adequate relevant experience. Evaluate the
proposals and conduct interviews with candidates from a "short list".Obtain City Council approval and award
the project.
o Establish a budget for the whole project and closely monitor expenditure and document progress throughout
the process.
o Collect together all deliverables in a format that can easily be picked up and used for a final design at the
appropriate time.This will include ensuring that the City has all the relevant information that can be used,
should it be decided at that time to go with an alternative design team.
o Write a final report and recommendations on conclusion of the"Preliminary Design" phase and make a
presentation to City Council.
Cost of Service
We estimate that the whole process would last for about 9-months (40-weeks) using an average of about I
hours a week. If you decide to use our services,we propose to use Alan Braatvedt on this project at the hourly
rate of$135/hr.The budget cost for this service would therefore be$59,400
Expenses
Project expenses are billed at cost plus 10%. Project expenses include: Non-commuter automobile
mileage ($0.585 per mile), postage and special courier expenses, subsistence, reproduction, project
related telephone, subcontractor services and other direct project expenses as requested by the client.
Should the client desire, phone and mileage may be included in an hourly rate, which shall be negotiated
and slightly higher than the billable rates indicated above. Not to exceed $2,600
If the work is not authorized in 30 days, if changes occur in the work scope or level of effort, or if our work is
suspended for more than 180 days due to any circumstances beyond KOA-CBM's control,we reserve the right to
revise the work scope, budget and schedule to reflect current conditions. Such revisions will be effected through
mutually agreed upon amendments or modifications to this agreement.
The proposal is valid for 30 days and is subject to a 5%annual adjustment.
Invoicing
Invoices will be submitted monthly, based upon our estimated percentage of completion. Accounts are past due
after 30 days. All work will be immediately stopped if any invoice is unpaid for 60 days or more, and such
delinquent invoice payments may be subject to a late payment penalty of 1.5 percent per month and/or turned
over to a collections agency at our discretion.
Cty c1 Ranchc Pn;c5. Vcr des
S n Ramcn CAn;ycn 6206009
KOA CORPORATION
CBM Consulting
Termination
The Client or KOA-CBM may terminate this agreement by giving the other party ten days written notice of such
termination. KOA-CBM shall receive fee payments from the Client proportionate to the services completed as of
the date of termination. The Client will be entitled to receive deliverables at the level of completion relative to
the fee payments received by KOA-CBM. All outstanding valid invoices shall be paid to KOA-CBM.
Insurance
KOA-CBM is fully able to meet the insurance requirements of this project. The firm has coverage in the following
areas: Professional Liability($I million per claim, $2 million aggregate),Automobile Liability($2 million)and
General Liability($5 million). Our Worker's Compensation coverage meets the insurance requirements of
California State law.
Indemnification
KOA-CBM and the Client mutually agree to the fullest extent permitted by law,to indemnify and hold each other
harmless from any and all damage, liability or cost, including reasonable attorney's fees and cost of defense arising
from their own negligent acts, errors,and omissions in the performance of their services under this agreement,to
the extent that each party is responsible for such damages, liabilities,and costs on a comparative basis of fault.
City of Rancho Palos Verdes
Sari Ramon Canyon 4 91&009
Rate Sheet— City of Rancho Palos Verdes
RATES
RATES
PROFESSIONAL ENGINEERING
& MANAGEMENT SERVICES HOURLY BILLING RATE
0 Principal-In-Charge/Program Director $155.00
0 QA/QC Manager 130.00
0 Senior Engineer 135.00
0 Senior Project Manager 135.00
0 Construction Manager 130.00
0 Traffic Engineer 150.00
0 Project Manager 120.00
0 Resident Engineer.. 120.00
0 Project Engineer 120.00
0 Assistant Construction Manager 110.00
0 Office Engineer 110.00
0 Design Engineer 110.00
0 Assistant Project Manager 100.00
0 Associate Engineer 100.00
0 Project Controls 100.00
0 Senior Construction Observer 90.00
0 Construction Observer 85.00
0 Public Works Inspector 80.00
0 CAD Technician 75.00
0 Technician 70.00
0 Administrative&Clerical Support 65.00
The rates shown above may be negotiable for long-term, multi-classification contracts and/or assignments that
utilize full-time staff exclusively at the Client's offices or project site.
EXPENSES
Project expenses are billed at cost plus 10%. Project expenses include: Non-commuter automobile mileage
($0.585 per mile), postage and special courier expenses, subsistence, reproduction, project related telephone,
subcontractor services and other direct project expenses as requested by the client. Should the client desire,
phone and mileage may be included in an hourly rate,which shall be negotiated and slightly higher than the billable
rates indicated above.
NON-SOLICITATION
By accepting this proposal, Client agrees not to solicit CBM Consulting, Inc.'s employees for direct employment
with client without the explicit written approval of the CBM Consulting, Inc, for a period of two years following
employee's termination of employment with CBM Consulting, Inc. Should client desire to arrange for direct
employment of CBM Consulting, Inc.'s employment, an equitable fee will be agreed to by and between CBM
Consulting, Inc. and client for CBM's costs for recruitment, training overhead and other costs associated with
employee turnover.
Rates are subject to change. Standard adjustment periods are semi-annually on the I"of January and the I"of June.
July 1. 2009
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