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KPFF Inc 4 CITY OF RANCHO PALOS VERDES DESIGN PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 1st day of October, 2013, by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and KPFF, Inc. (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as follows: Feasibility Studies for Marguerite Open Channel Drainage Improvements and PVDS East of Barkentine Drainage Improvements 1.2 Description of Services CONSULTANT shall: perform feasibility studies and provide a feasibility study report for each location as described in the in CONSULTANT's Proposal, which is attached hereto as Exhibit "A" and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and incorporated document, the terms of this Agreement shall control. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services requested by the CITY. Time is of the essence in this Agreement. 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 Page 1 of 11 R6876-0001\1347704v1.doc • CITY agrees to compensate CONSULTANT an amount not to exceed seventy-two thousand four hundred eighty dollars ($72,480) for services as described in Article 1. 2.2 Terms of Compensation CONSULTANT shall submit monthly invoices 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 each 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 or 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. CONSULTANT hereby waives the statement on page 5 of Exhibit "A" regarding a monthly service charge of 1.5 percent of the unpaid balance (18 percent true annual rate) added to past due accounts. CONSULTANT shall not bill the CITY any monthly service charge or other surcharge for unpaid balances. 2.3 Additional Services CITY may request additional specified work under this Agreement. All such work must be authorized in writing by the CITY's Director of Public Works prior to commencement. CONSULTANT shall perform such services, and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "A." The rates in Exhibit "A" shall be in effect through the end of this Agreement. 2.4 Term of Agreement This Agreement shall commence on October 1, 2013 and shall terminate on June 30, 2014 unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 3 Page 2 of 11 R6876-0001\1347704v1.doc tti 110 INDEMNIFICATION AND INSURANCE 3.1 Indemnification, Hold Harmless, and Duty to Defend (a) Indemnity for Design Professional Services. In connection with its design professional services and to the maximum extent permitted by law, CONSULTANT shall hold harmless and indemnify CITY, and its officials, officers, employees, agents and independent contractors serving in the role of CITY officials, and designated volunteers (collectively, "Indemnitees"), with respect to any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including reimbursement of attorneys' fees and costs of defense (collectively, "Claims" hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to in whole or in part to the negligence, recklessness, or willful misconduct of CONSULTANT or any of its officers, employees, subcontractors, or agents in the performance of its design professional services under this Agreement. (b) Other Indemnities. In connection with any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including attorneys' fees and costs of defense (collectively, "Damages" hereinafter) not covered by Section 3.1(a), and to the maximum extent permitted by law, CONSULTANT shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, including but not limited to, Damages relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts or omissions of CONSULTANT or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of the CITY, as determined by final arbitration or court decision or by the agreement of the parties. CONSULTANT shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of CITY's choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant's duty to defend pursuant to this Section 3.1(b) shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. (c) All duties of CONSULTANT under Section 3.1 shall survive termination of this Agreement. 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 dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, Page 3 of 11 R6876-0001\1347704v1.doc • • death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M. 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 dollars ($1,000,000) per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement. 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. If a "claims made" policy is provided, such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed. Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3) years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period. If any such policy and/or policies have a retroactive date, that date shall be no later than the date of first performance of work or services on behalf of the CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance, with minimum of one million dollars ($1,000,000) per claim and occurrence and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000) for property damage arising from one incident. 3.5 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. 3.6 Notice of Cancellation (a) All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30) days prior written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of Page 4 of 11 R6876-0001\1347704v1.doc I• 0 • premium. Additionally, CONSULTANT shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. (b) CONSULTANT agrees that it will not cancel or reduce any required insurance coverage. 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. 3.7 Entire Policy and Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk both a copy of the entire policy and a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability policy shall contain endorsements naming the CITY, its officers, agents and employees as additional insureds. 3.8 Primary Coverage The 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 the CITY upon thirty (30) days prior written notice or by CONSULTANT upon ninety (90) days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.14. (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 satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY, 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 this Agreement. Page 5 of 11 R6876-0001\1347704v1.doc • ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All final documents, plans, specifications, reports, information, data, exhibits, photographs, images, video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products") shall be and remain the property of the CITY without restriction or limitation upon its use, duplication or dissemination by the CITY. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of CITY officials, harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall: (a) secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for CITY; or (b) modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Page 6 of 11 R6876-0001\1347704v1.doc 1, Upon termination, abandonment or suspension of the Project, the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Director of Public Works or his or her designee, and CONSULTANT shall notify CITY of CONSULTANT's designated representative. These individuals shall be the primary contact persons for the parties 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), the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1990 (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 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 CONSULTANT be responsible for its associates and subcontractors' services. 6.4 CONSULTANT's Representations CONSULTANT represents, covenants and agrees that: a) CONSULTANT is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind Page 7 of 11 R6876-0001\1347704v1.doc ‘, that will limit or prevent CONSULTANT's full performance under this Agreement; c) to the extent required by the standard of practice, CONSULTANT has investigated and considered the scope of services performed, has carefully considered how the services should be performed, and understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. 6.5 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 Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.6 Legal Action (a) Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b) If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. (c) Should any legal action about a 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. 6.7 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless, defend and indemnify the CITY and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Page 8 of 11 R6876-0001\1347704v1.doc P. 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. 6.8 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent contractor. 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, and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons, firms, or corporations as the CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, 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. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.9 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.10 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, 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, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. Page 9 of 11 R6876-0001\1347704v 1.doc O 0 6.11 Construction In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms, Rights and Remedies Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law, any payment, notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during CONSULTANT's or CITY's regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other: To CITY: Responsible Person: Les Jones, Interim Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Brian Powers KPFF, Inc. 6080 Center Drive, Suite 700 Los Angeles, CA 90045 Page 10 of 11 R6876-0001\1347704v1.doc • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: /0 3 KPFF, c. ("CriNSULTANT") B . Printed Name: g-I - PAN/ Title: r r By: Printed Name: 77Ic"A$ � Title: Pe-4/4 c_ Dated: % CIN OF RANCHO PALOS VERDES ("CITY") By: Mayor ATTEST: APPROVED AS TO FORM: Y Oddie, (1.244A II>A. By: City Clerk City Attorney Page 11 of 11 R6876-0001\1347704v1.doc •7 7, 0 • Exhibit"A": Consultant's Proposal and Schedule of Hourly Rates •. .•• 41111 0 EEO Consulting Engineers September 12,2013 Mr.Andy Winje,P.E. Associate Engineer City of Rancho Palos Verdes Department of Public Works 30940 Hawthorne Boulevard Rancho Palos Verdes,CA 90275 Re: Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 Dear Andy: We are pleased to submit this revised proposal for civil engineering services required for the above- referenced project. This proposal is based on your e-mail dated May 17,2013,our meeting and site visit with you on Friday May 31,2013,your e-mail dated Thursday,August 8,2013,and our subsequent conversations. PROJECT DESCRIPTION 1 We understand the project consists of a feasibility study of two project sites located in the City of Rancho Palos Verdes. The goal of the feasibility study for both project sites is to identify a range of alternative improvement projects to: 1. Stabilize the existing natural drainage course. 2. Improve drainage function and flood control. 3. Enhance storm water runoff treatment potential. The existing project sites are roughly described as follows: Project Site#1 (Calle Entradero) Project Site#1 is located at the northwest corner of Calle Entradero and Palos Verdes Drive West in the City of Rancho Palos Verdes. The site is bounded by Calle Entradero on the south,Palos Verdes Drive West on the east, lots 17, 18,and 26 of Tract No.40640 on the north,and the Pacific Ocean on the west. The existing site is heavily vegetated with an existing natural drainage course extending from upper reaches on the north side of the site to the south. The drainage course functions as a flood control channel during rain events with an existing 30-inch Corrugated Metal Pipe(CMP)storm drain discharging to the site from tributary areas north of Palos Verdes Drive West. Storm water then drains from east to west across the site and discharges to an existing headwall,pipe culvert,and spillway to the Pacific Ocean at the west end of the site. 6080 Center Drive Suite 700 Los Angeles, CA 90045 (310)665-2800 Fax(310)665-9075 Seattle Tacoma Portland Eugene Sacramento San Francisco Los Angeles Pasadena Irvine San Diego Phoenix St. Louis New York . i 41110 • Mr.Andy Winje P.E.,City of Rancho Palos Verdes Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 September 12,2013 Page 2 Project Site#2(Sea Cove Drive) Project Site#2 is located at Sea Cove Drive and Palos Verdes Drive South in the City of Rancho Palos Verdes. There are several locations for study at this site. These locations are roughly bounded by Abalone Cove Shoreline Park to the east,the northerly Right of Way limit of Palos Verdes Drive South to the north,Clipper Road and lots I, 81,and 74 of Tract No. 14649 to the west,and the Pacific Ocean to the south. There are two existing natural drainage courses which function as flood control channels during rain events beginning to the south of Palos Verdes Drive South with pipe culverts discharging to the site from tributary areas north of Palos Verdes Drive South. Storm water then drains southerly in both channels. The channel to the west drains through a culvert under Sea Cove Drive and continues southerly to join the second channel. After the two channels merge they continue southerly to the Pacific Ocean. SCOPE OF WORK We understand the scope of work for the two sites to be the following tasks: • Task 1—Survey and Research 1.1.— Topographic Survey by Hennon(see attached proposal for details) 1.2.— Geotechnical Analysis by Shannon and Wilson(see attached proposal for details) 1.3.— Review Available Record Documents,Survey,and Geotechnical Findings 1.4.— Site Visit for Survey Verification based on Visual Observation 1.5.— Meet with City Staff to Present and Discuss Existing Conditions • Task 2—Hydrology Study 2.1 —Perform Hydrology Study of Tributary Drainage Areas 2.2 —Perform Peak Mitigated Water Quality Rate and Volume Assessment • Task 3—Hydraulic Study 3.1 — Prepare Model of Existing Channel and Develop Sections 3.2 — Perform Analysis of Existing Channel Capacity and Stability for Flood Control 3.3 —Perform Analysis of Existing Channel Capacity for Storm Water Treatment • Task 4—Feasibility Study and Report 4.1 — Determine Existing Areas of Concern and up to three Alternative Improvement Project Concepts for each site 4.2 —Analysis of Proposed Alternative Improvement Project Concepts will be deferred to a later design phase and is not included in the scope of the initial feasibility study. 4.3 —Prepare Engineer's Opinion of Probable Costs for each Alternative 4.4 — Prepare Draft Feasibility Report 4.5 —Meet with City Staff to Discuss Feasibility Report and Prepare Final Feasibility Report 0 0 Mr.Andy Winje P.E.,City of Rancho Palos Verdes Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 September 12,2013 Page 3 ASSUMPTIONS We have made the following assumptions in the preparation of this proposal: 1) The feasibility study will include a discussion of potential permit requirements for the proposed alternative projects. However,design drawings,construction documents,filing permit applications,or coordination with authorities having jurisdiction over the two project sites(other than the City of Rancho Palos Verdes)are not included in the scope of this proposal. 2) Three hard copies and a PDF version of the final report will be provided to the City for use in future phases of the project. The final report will include modeling input and output data as appendices. 3) Topographic survey services of the two sites are included per the scope and terms of the attached proposal by Hennon Surveying and Mapping Inc. (Attachment B). An electronic copy of the survey files will be provided to the City for use on next phases of the project. 4) We understand that the City of Rancho Palos Verdes will provide access to regional topographic and land use information necessary for the completion of the hydrology study. 5) Geotechnical analysis of the two sites is included per the scope and terms of the attached proposal by Shannon&Wilson Inc. (Attachment C). 6) Landscape architecture services are not included in the scope of this proposal. 7) Environmental planning or investigation services are not included in the scope of this proposal. 8) The horizontal and vertical location and size of existing on-site utilities will be determined from available record drawings and/or site surveys. If additional information is determined to be required,we recommend that a separate company specializing in locating underground utilities and surveying be retained. The scope of this proposal does not include electronic or pothole utility investigation or survey. 9) Hydrology studies required for the project will be performed using the Modified Rational Method of the County of Los Angeles Hydrology Manual and the County of Los Angeles TC Calculator software. The results of the hydrology study will be presented on map exhibits showing tributary areas,analysis nodes,and flow rates. 10) Hydraulic studies required for the project will utilize a combination of modeling technology. Autodesk Civil 3D will be used for modeling the channel based on ground edited topographic survey data. In addition,Civil 3D SSA application,XP-WSPG,and/or HEC-RAS will be utilized as required to prepare the hydraulic model analysis. t , • Mr.Andy Winje P.E.,City of Rancho Palos Verdes Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 September 12,2013 Page 4 FEE We propose to accomplish the scope of work noted for the lump sum amounts reflected below. We propose to bill our services monthly based on a percentage completion basis. Shown below is a breakdown of our proposed fee billing by phase: Project Site#1 (Calle Entradero) Task Fee* Task 1 —Survey and Research ** $13,370 Task 2—Hydrology Study $3,960 Task 3 --Hydraulic Study $7,360 Task 4—Feasibility Study and Report $9,840 TOTAL $34,530 *See attached Proposal Fee Worksheet for a breakdown of hours per task(Attachment D). **Includes$7,350 for Hennon per attached proposal and$4,940 for Shannon& Wilson per attached proposal Project Site#2(Sea Cove Drive) Task Fee* Task 1 —Survey and Research ** $13,370 Task 2—Hydrology Study $5,760 Task 3--Hydraulic Study $7,560 Task 4—Feasibility Study and Report $11,260 TOTAL $37,950 *See attached Proposal Fee Worksheet for a breakdown of hours per task(Attachment D). **Includes$7,350 for Hennon per attached proposal and$4,940 for Shannon& Wilson per attached proposal Mr.Andy Winje P.E.,City of Rancho Palos Verdes Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 September 12,2013 Page 5 REIMBURSABLE EXPENSES,PAYMENTS,TERMS,AND CONDITIONS Anticipated expenses for messenger and delivery services,reproduction,printing,plotting and local travel are included in our lump sum fee. All other services that are considered as additional services(beyond the scope of work noted herein)will be billed on an hourly basis. Please refer to the Attachment A for our hourly billing rates. Please note that we anticipate payment of invoices within 30 days of the invoice date. A monthly service charge of 1.5 percent of the unpaid balance(18 percent true annual rate)will be added to past due accounts.KPFF reserves the right to terminate the performance of the service without waiving any claims or right against the client and without liability whatsoever if payment is past due the 30 day period. We propose that all other terms and conditions will be as provided in a negotiated Professional Services Agreement. SUMMARY Thank you for requesting this proposal from us. If this proposal is acceptable to you,please return a signed copy to us prior to the start of work. Please feel free to contact us with any questions or comments. Sincer ly, Accepted By: Ilan Powers,P.E. Name Associate Title Attachments Date P:%2013\1 131801MARKETIPRP REV 2013-09-12 113180 9.D002013-09-120M • . 1110 Mr.Andy Winje P.E.,City of Rancho Palos Verdes Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study Revised Proposal for Civil Engineering Services KPFF Job#113180.9 September 12,2013 Page 6 Attachment A KPFF CONSULTING ENGINEERS LOS ANGELES CIVIL DIVISION HOURLY RATE SCHEDULE 2013 PRINCIPAL-IN-CHARGE $185.00 SENIOR CIVIL ENGINEER $165.00 PROJECT MANAGER $150.00 PROJECT ENGINEER $120.00 DESIGN ENGINEER $100.00 CHIEF DRAFTER $140.00 DRAFTER/CAD OPERATOR $100.00 ADMINISTRATIVE/SECRETARY $85.00 Note: Hourly rates will be updated on an annual basis throughout the duration of the project,and services will be billed at the hourly rates in place at the time the service is provided. 0 0 Attachment 13 HENNON SURVEYING & MAPPING, INC. 601 E. Glenoaks Blvd., Suite 208 Glendale, CA 91207 818.243.0640 Fax:818.243.0650 TOLL-FREE:866-925-1383 hennon@aol.com I www.hennon.com Revised September 10, 2013 Brian Powers, P.E. Jeff Baumgardner, P.E. KPFF Engineers-LA Office 6080 Center Drive, Suite 750 Los Angeles, CA 90045 Email: bpowers a@ kpff-la.com/jbaumgardner©kpff-la.com Re: Rancho Palos Verdes Storm Water Treatment&Drainage Improvement Feasibility Dear Brian and Jeff, Thank you for the opportunity to quote survey services for the above project. We have researched both areas as delineated per Jeff's email dated 6/16/2013 and propose the following: • For both sites we will prepare a Topographic Survey (including 3D tin surface) based on aerial mapping. The survey will include a tie to an agency benchmark(vertical) and will be tied to centerline monuments of record. For the site along the Calle Entradero,we will map approximately 1000 ft. x 200+ ft., and for the Sea Cove area, we will map the "General Topo Area" as marked up to Palos Verdes Drive as well as the stream area from the southerly edge of the"General Topo Area"following northwesterly to said Palos Verdes Drive. Both sites will be flown at same time for a fee of$4.200. 1 -SITE OF CALLE ENTRADERO AREA: • We will ground edit (show elevations) the aerial Topographic Survey along the stream bed to the road (Calle Entradero) and include approximate 50 foot cross-sections along both sides and bottom of the stream bed. We will also show surface and invert elevations of the manholes(where accessible)at the headwall (southwest end of stream bed area). Our fee for the ground editing this site is as follows: 16 hours Field Crew © $220/hr = $3,520 16 hours Drafting @ $95/hr = $ 1,520 6 hours Proiect Surveyor A$135/hr = $ 810 Calle Entradero Ground Edit = $5,850 (reduce to$5,250) Page 1 of 2 • 1110 410 HENNON—Page 2 of 2 2 -SITE OF SEA COVE AREA: • We will show approximate 50 ft. cross-sections of both sides and bottom of the stream bed. We will also show the culvert dimensions at Sea Cove Drive and the pipe inlet/outlet at both sides of said Palos Verdes Drive. Our fee for ground editing this site is as follows: 16 hours Field Crew @$220/hr = $ 3,520 16 hours Drafting a©$95/hr = $ 1,520 6 hours Project Surveyor Ccs $135/hr = $ 810 Sea Cove Ground Edit = $5,850 (reduce to$5250) These fees are contingent on performing both surveys at the same time. Our total fee, Including photogrammetry,will be$14,700. To begin work we will need this agreement letter signed and returned (fax/email ok) with the Optional Tasks noted.The project will take about 4 weeks to complete, depending on weather. Any requested additional direct expenses such as city/county/research fees, printing and messenger/FedEx fees will be invoiced as extras at our cost. If any additional services are required or there are changes/amendments to the above requirements, assessor parcel(s) and/or furnished legal description, Hennon Surveying & Mapping, Inc. must be informed prior to your authorization to commence work, as said changes may affect our fees. Our invoice will be due on delivery of the maps and an interest rate of 1.5%per month will be charged on any past due amount. In any action incurred to enforce this contract or defend services provided according to the contract,the prevailing party shall be entitled to reasonable attorney's fees. The client may cancel this contract by written notice and only be responsible for costs incurred to that date using the above listed rates. Sincerely, Accepted this Date IRIrej /C;) By: Robert Hennon, PLS 5573 Owner or Owner's Agent Hennon Surveying &Mapping, Inc. Name: Please Print Please visit www.HENNON.com for firm profile and sample maps • r • Attachment C =1H SHANNON toWILSON, INC ALASKA CALIFORNIA IMP GEOTECHNICAL AND ENVIRONMENTAL CONSULTANTS COLORADO FLORIDA MISSOURI OREGON WASHINGTON WISCONSIN September 11,2013 KPFF Consulting Engineers 6080 Center Drive, Suite 700 Los Angeles, CA 90045 Attn: Mr. Brian Powers RE: REVISED PROPOSAL FOR RECONNAISSANCE-LEVEL GEOLOGIC STUDY, PROPOSED DRAINAGE IMPROVEMENTS, RANCHO PALOS VERDES,CALIFORNIA We are pleased to submit this revised proposal to perform a reconnaissance-level geologic study of two sites located in the Palos Verdes Peninsula. Our understanding of the project schedule and requirements is based upon our conversation with you. This is a revision to our original proposal,dated June 27,2013. The purpose of the revision is to reduce our scope of services by moving some of the originally proposed tasks to a later phase. The purpose of our study is to perform a cursory evaluation of the potential for surface water to be infiltrated into the ground. Our study will focus on characterizing the subsurface geologic conditions. The geologic model will then be used to provide a preliminary discussion of the potential effects of infiltration,as well as provide recommendations for future work at the site. This proposal presents a description of the proposed project,our scope of services,a schedule, and our fee. It is intended to specifically meet the needs of the project and fulfill your requirements. However, should the outlined services not meet your expectations,we would appreciate the opportunity to discuss your concerns and make adjustments as necessary. PROJECT INFORMATION The project is divided up into two sites,both of which are located between Palos Verdes Drive South and the coastline. The first location is along the western side of Abalone Cove Shoreline Park(eastern site). In this area, there are two natural drainages along the southern side of Palos Verdes Drive South,coalescing into one drainage approximately half way to the coast. At this 664 WEST BROADWAY GLENDALE, CALIFORNIA 91204 818-543-4560 FAX:818-543-4565 TDD 1-800-833-6388 www shannonwilson corn 51-2-10288-001 0 11 KPFF Consulting Engineers SHANNON&MLSON,INC. Attn: Mr. Brian Powers September 11,2013 Page 2 of 6 point the drainage descends more rapidly as it approaches the coast. Regional geologic mapping' indicates the drainage is underlain by several geologic units including Quaternary-age older alluvium,the Alta Mira Shale member of the Monterey Formation, and basalt. The drainages contain a thick growth of vegetation,mostly consisting of trees. Land use on the western side of the drainage is residential. The second location is along the western side of Calle Entradero(western site). As the drainage nears the coast it drops off rapidly,apparently in a concrete lined channel. Regional geologic mapping' indicates the drainage is underlain by at least two geologic units,Quaternary-age older alluvium and basalt. The drainage also contains a thick growth of vegetation,mostly trees. Land use on both sides of the drainage is residential. PROPOSED SERVICES In order to develop the geologic model for the sites we propose the following scope of services. • Review pertinent geologic information for the sites and vicinity, including: > readily available published geologic information; > geologic and geotechnical documents provided by the City of Rancho Palos Verdes; • Prepare a health and safety plan for our fieldwork; • Perform a geologic reconnaissance to characterize the soil and/or rock present at the site; • Perform geologic interpretation of the collected data to develop a model of the subsurface conditions; and • Provide concept-level recommendations for surface water infiltration at the site. A more complete description of the methodology to perform the required tasks is presented in the following sections. Review Available Documents We believe that a practical first step to this geologic study is to review available published and in-house documents for the site area. This review will include a review of geologic and I Dibblee,T.W.,Jr., 1999,Geologic Map of the Palos Verdes Peninsula and Vicinity,Los Angeles County, California,Dibblee Geological Foundation Map#DF-70,Scale 1:24,000. 51-2-10288-001-P l Rev 1/wp/ADY 51-2-10288-001 II) IP KPFF Consulting Engineers SHANNON&WILSON.INC. Attn: Mr. Brian Powers September 11,2013 Page 3 of 6 geotechnical reports provided by the City of Rancho Palos Verdes for projects adjacent to the site,our records, and readily available published geological maps. We anticipate on the order of one to three geologic reports for projects adjacent to each site will be provided by the City. f Health and Safety Plan Prior to our fieldwork,we will prepare a project-specific health and safety plan. The health and safetyplan will outline the potential job site hazards with res ct to our proposed scope of Pe services,and will cover items including hazards associated with our geologic mapping and emergency evacuation. Fieldwork We propose to explore the site by a geologic reconnaissance of both locations. Our mapping will be used to characterize the geologic materials and structure for use in our interpretations. The health and safety of our personnel require that we be aware of any environmental contamination present on theproperty. Accordingly,we need to be provided with any reports on the presence of such contaminants. If evidence of such materials is encountered during the course of our study,we must stop our investigation and contact you to determine the appropriate course of action. Delays and increased costs caused bysuch actions are not within our scopeof Y services. Engineering Analyses and Report The results of our fieldwork and laboratory tests will be used to develop a geologic model for each site. We will prepare a geologic report summarizing the data collected and presenting our concept-level recommendations. The report will include: • Results of the literature review,report review,and surface mapping; • A generalized model of the geologic conditions underlying each site; and • Concept-level recommendations for the contemplated surface water infiltration. The following graphics will be included in our report: • Vicinity map showing the location of the site;and 51-2-10288-001-PI Rev l/wp/ADY 51-2-10288-001 KPFF Consulting Engineers SHANNON&MLSON.INC. Attn: Mr. Brian Powers September 11,2013 Page 4 of 6 • Geologic map showing the surficial geologic units relative to adjacent streets,existing structures,and location of pertinent exploratory excavations compiled from the provided reports from the City,in the vicinity of the two sites. Consultation We anticipate project team meetings and additional correspondence will be needed during project planning,after our study has been completed. We have assumed one four-hour meeting for our project manager. Additional Considerations Our proposed scope of services is cursory in nature. In the event our study suggests infiltration of the surface water may be possible,a design-level geotechnical report will be needed. At such time we will prepare a proposal for the additional work. We anticipate the City of Rancho Palos Verdes will provide hard copies of PDFs of approximately two to six geologic reports for projects adjacent to the site. We anticipate a map of the existing topography will be provided for our geologic mapping and report preparation. SCHEDULE For your planning purposes,we anticipate that we can begin our services approximately one week of receivingwritten authorization toproceed. We anticipate our review of the available � geologic and geotechnical information will take approximately one week. The mapping is expected to take 2 days. We can provide a report within two to three weeks after the completion of our mapping. We anticipate the total schedule for the scope of services outlined is approximately four to five weeks. FEES The fee for our services assumes we will be provided with the necessary authorizations and access to the sites to perform our fieldwork. Our fees do not include additional services or work requested by you or your other consultants during design or construction or by the controlling public agencies during the review process. Our fees for additional services will be based on the 51-2-10288-001-P1 Rev 1/wp/ADY 51-2-10288-001 KPFF Consulting Engineers SHANNON§WILSON.INC. Attn: Mr. Brian Powers September 11, 2013 Page 5 of 6 rates given in the enclosed Standard General Terms and Conditions and will be invoiced monthly and on completion of our services. The lump fee for the study will be $9,878. The fee for Consultation is provided separately as an optional task. If authorized, Consultation will be charged per our general hourly rates until the total is achieved, at which point we will contact you for direction. The following table summarizes our cost estimate. FEE ESTIMATE Subcontractors, Task Hours Labor Labs,and Subtotal Expenses Geologic Study Project Setup 4 $ 560 $ 0 $ 560 Review Geologic Information 14 $ 1,880 $ 0 $ 1,880 Geologic Mapping 12 $ 2,080 $ 44 $ 2,124 Geologic Interpretation and Infiltration Evaluation 17 $ 2,080 $ 0 $ 2,080 Report 20 $ 2,470 $ 0 $ 2,470 Subtotal: 67 $ 9,070 $ 44 $ 9,114 Consultation-Estimated 4 $ 720 $ 44 $ 764 Total and Consultation: 71 $ 9,790 $ 88 $ 9,878 AUTHORIZATION If this proposal meets with your approval, please sign in the space provided and return one signed copy of this letter for authorization. As services are performed, invoices will be submitted to you periodically. Shannon & Wilson, Inc. has prepared the enclosed "Important Information About Your Geotechnical/Environmental Proposal" to assist you and others in understanding the use and limitations of our proposals. GEOTECHNICAL OBSERVATION AND TESTING Geotechnical observation and testing services during construction are considered a continuation of the geotechnical study. We would be pleased to furnish you with a more detailed proposal to 51-2-10288-001-P1 Revl/wp/ADY 51-2-10288-001 1 KPFF Consulting Engineers SHANNON&WIL.,SON,INC. Attn: Mr. Brian Powers September 11,2013 Page 6 of 6 perform geotechnical construction observation services during the construction phase of the project when the project details and construction schedule are more clearly defined. We appreciate the opportunity to submit this proposal and would be pleased to work with you and your design consultants on this project. Please call if there are any questions regarding the scope of the outlined investigation. Sincerely, SHANNON& WILSON,INC. Dean Francuch,P.G., C.E.G. Associate C.E.G.No. 1842 SDD:DGF:sdd Enc: Standard General Terms& Conditions, CA-GH-2013 (1/2013) Important Information About Your Geotechnical/Environmental Proposal I accept the above conditions and authorize the above work to proceed. By Signature (print) Date Organization 51-2-10288-001-PI Rev 1/wp/ADY 51-2-10288-001 411 • SHANNON &WILSON, INC. Attachment to and part of our Proposal: 51-2-10288-001 Geotechnical and Environmental Consultants September 11,2013 Date: Brian Powers To: KPFF Consulting Engineers Proposal for Reconnaissance-Level Geologic Study, Re: Proposed Drainage Improvements, Rancho Palos Verdes,California STANDARD GENERAL TERMS AND CONDITIONS (ALL PURPOSE) ARTICLE 1 —SERVICES OF SHANNON&WILSON Shannon&Wilson's services shall be limited to those Services expressly set forth in the Task Order and is subject to the terms and conditions set forth herein. Shannon & Wilson shall procure and maintain all business and professional licenses and registrations necessary to perform its Services. Upon Client's request(and for additional Compensation,if not already included in the Task Order), Shannon& Wilson shall assist Client in attempting to obtain,or on behalf of Client and in Client's name attempt to obtain,those permits and approvals required for the Project relating to Shannon&Wilson's services. Client acknowledges,depending on field conditions encountered and subsurface conditions discovered,the number and location of borings,the number and type of field and laboratory tests,and other similar items,as deemed necessary by Shannon&Wilson in the exercise of due care,may need to be increased or decreased;if such modifications are approved by Client,Shannon&Wilson's Compensation and Schedule shall be equitably adjusted. If conditions actually encountered at the Project site differ materially from those represented by Client and/or shown or indicated in the contract documents,or are of an unusual nature which materially differ from those ordinarily encountered and generally recognized as inherent for the locality and character of the Services,Shannon&Wilson's Compensation and Schedule shall be equitably adjusted. Without increasing the Services, Compensation, or Schedule contained in any subsequently issued Task Order, Shannon & Wilson may employ such subcontractors as Shannon&Wilson deems necessary to assist in performing its Services. If Shannon&Wilson's Services are increased or decreased by Client,Shannon&Wilson's Compensation and Schedule shall be equitably adjusted. ARTICLE 2—FEES AND EXPENSES FOR RENDERING SERVICES Fees for Shannon&Wilson's services are based on the actual time expended on the project, including travel,by our personnel and will be computed by multiplying the actual number of hours worked times the following rates: EngfGeol./Scientist/HydroJEnviron./Risk Assess. Senior Vice President 240.00 Senior Principal Professional 170.00 Senior Technical Services 110.00 Vice President 215.00 Principal Professional 150.00 Technical Services IV 85.00 Senior Associate 190.00 Senior Professional 135.00 Technical Services III 75.00 Associate 180.00 Professional IV 115.00 Technical Services II 65.00 Professional III 100.00 Technical Services I 55.00 Professional II 85.00 Office Services 65.00 Professional I 70.00 SPECIAL SERVICES Deputy Grading Inspector 115.00 Senior Office Services/Contract Administrator/Accounting 110.00 PREVAILING WAGE SURCHARGE There is a surcharge ranging from$40-100 per hour(depending on the classification of the personnel performing the work)for prevailing wage projects. For information on prevailing wage,please refer to httpJ/www.dir.ca.gov/OPRUpwd/ These rates are for the 2013 calendar year. At the end of each calendar year,our rates will be adjusted for the next calendar year. The hourly rates for the services of our staff will be doubled for time spent actually providing expert testimony. REIMBURSABLE EXPENSES Expenses other than salary costs that are directly attributable to our professional services will be invoiced at our cost plus 15 percent. Examples include,but are not limited to,expenses for out-of-town travel and living,information processing equipment,instrumentation and field equipment rental,special fees and permits,premiums for additional or special insurance where required,long distance telephone charges,local mileage and parking,use of rental vehicles,taxi, reproduction,local and out-of-town delivery service,express mail,photographs,film,laboratory equipment fees,shipping charges and supplies. ARTICLE 3—TIMES FOR RENDERING SERVICES Invoices shall be prepared in accordance with Shannon & Wilson's standard invoicing practices and shall be submitted to Client by Shannon & Wilson monthly. The amount billed in each invoice shall be calculated as set forth in the Task Order. Unless the Task Order contains a fixed lump-sum price,Shannon&Wilson's actual total Compensation may be more or less than the estimate contained in the Task Order. Shannon& Wilson shall not exceed the estimate contained in the Task Order by more than ten percent(10%)without the prior written consent of Client;provided however,unless the Client authorizes additional funds in excess of the estimate contained in the Task Order,Shannon&Wilson shall have no obligation to continue Services on the Project. Invoices are due and payable within 30 days of receipt. If Client fails to pay Shannon& Wilson's invoice within 30 days after receipt,the amounts due Shannon& Wilson shall accrue interest at the rate of one and one-half percent(1.5%)per month(or the maximum rate of interest permitted by law,if less) after the 30th day. In addition,Shannon&Wilson may,after giving seven(7)days written notice to Client,suspend all Services under this Agreement until Shannon&Wilson has been paid in full. If Client disputes Shannon&Wilson's invoice,only the disputed portion(s)may be withheld from payment,and the undisputed portion(s)shall be paid. CA-GH-2013 Page 1 of 6 (1/2013) 11, SHANNON&WILSON, INC. Records of Shannon&Wilson's direct and indirect costs and expenses pertinent to its Compensation under this Agreement shall be kept in accordance with generally accepted accounting practices and applicable federal,state,or local laws and regulations. Upon request,such records shall be made available to Client for inspection on Shannon&Wilson's premises and copies provided to Client at cost. ARTICLE 4—CLIENT'S RESPONSIBILITIES Client shall grant or obtain free access to the Project site for all equipment and personnel necessary for Shannon&Wilson to perform its Services. ARTICLE 5—STANDARD OF CARE I ABSENCE OF WARRANTIES/NO RESPONSIBILITY FOR SITE SAFETY OR CONTRACTOR'S PERFORMANCE Standard of Care The standard of care for all professional Services performed or furnished by Shannon& Wilson under this Agreement shall be the skill and care ordinarily exercised by other members of Shannon&Wilson's profession,providing the same or similar Services,under the same or similar circumstances,at the same time and locality as the Services were provided by Shannon & Wilson. The installation, construction, alteration, or repair of any object or structure by Shannon&Wilson performed in a good and workmanlike manner in accordance with general industry standards,and con form to the specifications contained in the Task Order. Subsurface explorations and testing identify actual subsurface conditions only at those points where samples are taken,at the time they are taken. Actual conditions at other locations of the Project site,including those inferred to exist between the sample points,may differ significantly from conditions that exist at the sampling locations. The passage of time or intervening causes may cause the actual conditions at the sampling locations to change as well. Interpretations and recommendations made by Shannon& Wilson shall be based solely upon information available to Shannon&Wi!son at the time the interpretations and recommendations are made. Shannon&Wilson shall be responsible for the technical accuracy of its Services,data,interpretations,and recommendations resulting therefrom,and Client shall not be responsible for discovering deficiencies therein. Shannon&Wilson shall correct any substandard Services without additional Compensation, except to the extent that such inaccuracies are directly attributable to deficiencies in Client-furnished information. Warranties Shannon & Wilson makes no guarantees or warranties, express or implied, under this Agreement or otherwise, about Shannon & Wilson's professional Services. Shannon&Wilson warrants for one(1)year from substantial completion of its Services,all goods delivered hereunder shall be new and free from defects in material or workmanship,and shall conform to the specifications,drawings,or sample(s)specified or furnished,if any,and shall be merchantable and fit for their intended purpose(s). Shannon&Wilson warrants that Shannon&Wilson has good and marketable title to all goods delivered hereunder,and that all goods delivered hereunder shall be free and clear of all claims of superior title,liens,and encumbrances of any kind. Client-Furnished Documents Shannon&Wilson may use requirements,programs,instructions,reports,data,and information furnished by Client to Shannon&Wilson in performing its Services under each Task Order. Shannon&Wilson may rely on the accuracy and completeness of requirements,programs,instructions,reports,data,and other information furnished by Client to Shannon&Wilson. Client shall,only to the fullest extent permitted by law,waive any claims against Shannon& Wilson and its subcontractors,and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs)arising from Shannon&Wilson's reliance on Client-furnished information,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Site Damage Shannon& Wilson shall take reasonable precautions to minimize damage to the Project site,but it is understood by Client that, in the normal course of Shannon&Wilson's Services,some Project site damage may occur,and the correction of such damage is not part of Shannon&Wilson's services unless so stated in the Task Order. Client shall,only to the fullest extent permitted by law,waive any claims against Shannon&Wilson and its subcontractors,and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys'fees and costs) arising from any Project site damage caused by Shannon&Wilson,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Buried Structures If there are any buried structures and/or utilities on the Project site where subsurface explorations are to take place,Client shall provide Shannon&Wilson with a plan showing their existing locations. Shannon&Wilson shall contact the one-number locator service to request that they identify any underground utilities. Shannon&Wilson shall use reasonable care and diligence to avoid contact with buried structures and/or utilities as shown. Shannon&Wilson shall not be liable for any loss or damage to buried structures and/or utilities resulting from inaccuracy of the plans,or lack of plans,or errors by the locator service relating to the location of buried structures and/or utilities. Client shall,only to the fullest extent permitted by law, waive any claims against Shannon& Wilson and its subcontractors,and indemnify,and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys' fees and costs)arising from damage to buried structures and/or utilities caused by Shannon&Wilson's sampling,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Aquifer Cross-Contamination Despite the use of due care,unavoidable contamination of soil or groundwater may occur during subsurface exploration when drilling or sampling tools are advanced through a contaminated area, linking it to an aquifer,underground stream, or other hydrous body not previously contaminated and capable of spreading contaminants off the Project site. Because Shannon & Wilson is powerless to totally eliminate this risk despite use of due care,and because sampling is an essential element of Shannon&Wilson's Services,Client shall,only to the fullest extent permitted by law,waive any claims against Shannon &Wilson and its subcontractors,and indemnify and hold Shannon&Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys' fees and costs)arising from cross-contamination caused by Shannon&Wilson's sampling,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. Opinions of Probable Construction Costs If opinions of probable construction costs are included in the Task Order,Shannon&Wilson's opinions of probable construction costs shall be made on the basis of its experience and qualifications and represent its judgment as a professional generally familiar with the industry. Opinions of probable construction costs are based,in part,on approximate quantity evaluations that are not accurate enough to permit contractors to prepare bids. Further,since Shannon& Wilson has no control over:the cost of labor,materials,equipment,or Services furnished by others;the contractor's actual or proposed construction methods or methods of determining Compensations;competitive bidding;or market conditions,Shannon&Wilson cannot and does not guarantee that proposals,bids, CA-GH-2013 Page 2 of 6 (1/2013) IP SHANNON&WILSON, INC. or actual construction cost shall not vary from opinions of the components of probable construction cost prepared by Shannon & Wilson. If Client or any contractor wishes greater assurance as to probable construction cost,Client or contractor shall employ an independent cost estimator. Review of Contractor's Shop Drawings and Submittals If review of a contractor's shop drawings and submittals are included in the Task Order,Shannon&Wilson shall review and take appropriate action on the contractor's submittals,such as shop drawings,product data,samples,and other data,which the contractor is required to submit,but solely for the limited purpose of checking for general overall conformance with Shannon& Wilson's design concept. This review shall not include a review of the accuracy or completeness of details,such as quantities;dimensions;weights or gauges; fabrication processes;construction means, methods, sequences or procedures; coordination of work with other trades;or construction safety precautions,all of which are the sole responsibility of the contractor. Shannon&Wilson's review shall be conducted with reasonable promptness while allowing sufficient time,in Shannon&Wilson's judgment,to permit adequate review. Review of a specific item shall not be construed to mean that Shannon&Wilson has reviewed the entire assembly of which the item is a component. Shannon& Wilson shall not be responsible for any deviations by the contractor in the shop drawings and submittals from the construction documents,which are not brought to the attention of Shannon&Wilson in writing by the contractor. Construction Observation If construction observation is included in the Task Order,Shannon&Wilson shall visit the Project site at intervals Shannon&Wilson deems appropriate,or as otherwise agreed to in writing by Client and Shannon&Wilson,in order to observe and keep Client generally informed of the progress and quality of the work. Such visits and observations are not intended to be an exhaustive check or a detailed inspection of any contractor's work, but rather are to allow Shannon & Wilson, as a professional, to become generally familiar with the work in progress in order to determine, in general, whether the work is progressing in a manner indicating that the work,when fully completed, shall be in accordance with Shannon&Wilson's general overall design concept. Shannon& Wilson's authority shall be limited to observing, making technical comments regarding general overall compliance with Shannon & Wilson's design concept,and rejecting any work which it becomes aware of that does not comply with Shannon&Wilson's general overall design concept. Shannon & Wilson's acceptance of any non-conforming work containing latent defects or failure to reject any non-conforming work not inspected by Shannon& Wilson shall not impose any liability on Shannon& Wilson or relieve any contractor from complying with their contract documents. All construction contractors shall be solely responsible for construction site safety,the quality of their work,and adherence to their contract documents. Shannon&Wilson shall have no authority to direct any contractor's actions or stop any contractor's work. if Shannon&Wilson is not retained to provide construction observation of the implementation of its design recommendations,Client shall,only to the fullest extent permitted by law,waive any claims against Shannon&Wilson,and indemnify and hold Shannon&Wilson harmless from any claims,liability,or expenses(including reasonable attorneys' fees and costs)arising from the implementation of Shannon&Wilson's design recommendations,except to the extent of Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract. No Responsibility for Site Safety Except for its own subcontractors and employees,Shannon&Wilson shall not:supervise,direct,have control over,or authority to stop any contractor's work; have authority over or responsibility for the means,methods,techniques,sequences,or procedures of construction selected by any contractor,be responsible for safety precautions and programs incident to any contractor's work;or be responsible for any failure of any contractor to comply with laws and regulations applicable to the contractor,all of which are the sole responsibility of the construction contractors. This requirement shall apply continuously,regardless of time or place, and shall in no way be altered because a representative of Shannon & Wilson is present at the Project site performing his/her duties. Notwithstanding anything to the contrary,Shannon& Wilson shall never be deemed to have assumed responsibility for the Project's site safety by either contract or conduct. No act or direction by Shannon&Wilson shall be deemed the exercise of supervision or control of any contractor's employees or the direction of any contractor's performance. Any direction provided by Shannon&Wilson shall be deemed solely to ensure the contractor's general overall compliance with Shannon&Wilson's design concept. No Responsibility for Contractor's Performance Except for its own subcontractors and employees,Shannon&Wilson shall not be responsible for safety precautions,the quality of any contractor's work,or any contractor's failure to furnish or perform their work in accordance with their contract documents. Except Shannon&Wilson's own employees and its subcontractors,Shannon&Wilson shall not:be responsible for the acts or omissions of any contractor, subcontractor or supplier,or other persons at the Project site,or otherwise furnishing or performing any work;or for any decision based on interpretations or clarifications of Shannon&Wilson's design concept given without the consultation and concurrence of Shannon&Wilson. Approval of Contractor's Applications for Payment If approval of a contractor's applications for payment are included in the Task Order,Shannon&Wilson shall review the amounts due the contractor and issue a recommendation about payment to Client. Shannon&Wilson's review and approval shall be limited to an evaluation of the general progress of the work and the information contained in the contractor's application for payment and a representation by Shannon&Wilson that to the best of the Shannon& Wilson's knowledge, the contractor has performed work for which payment has been requested,subject to further testing and inspection upon substantial completion. The issuance of a recommendation for payment shall not be construed as a representation that:Shannon&Wilson has made an exhaustive check or a detailed or continuous inspection check of the quality or quantity of the contractor's work; approved the contractors means, methods, sequences, procedures,or safety precautions;or that contractor's subcontractors,laborers,and suppliers have been paid. ARTICLE 6—CONFIDENTIALITY AND USE OF DOCUMENTS Confidentiality Shannon&Wilson agrees to keep confidential and to not disclose to any person or entity(other than Shannon&Wilson's employees and subcontractors), without the prior consent of Client,all information furnished to Shannon&Wilson by Client or learned by Shannon&Wilson as a result of its Services on the Project;provided however,that these provisions shall not apply to information that: is in the public domain through no fault of Shannon& Wilson;was previously known to Shannon&Wilson;or was independently acquired by Shannon&Wilson from third-parties who were under no obligation to Client to keep said information confidential. This paragraph shall not be construed to in any way restrict Shannon&Wilson from making any disclosures required by law. Client agrees that Shannon&Wilson may use and publish Client's name and a general description of Shannon&Wilson's Services with respect to the Project in describing Shannon&Wilson's experience and qualifications to others. Copyrights and Patents—Shannon& Wilson shall indemnify, hold harmless, and defend Client from any and all actions,damages,demands,expenses (including reasonable attorneys' fees and costs),losses,and liabilities arising out of any claims that any goods or Services furnished by Shannon&Wilson infringe any patent,trademark,trade name,or copyright. CA-GH-2013 Page 3 of 6 (112013) 410 SHANNON&WILSON, INC. Use of Documents All documents prepared by Shannon& Wilson are instruments of service with respect to the Project,and Shannon& Wilson shall retain a copyrighted ownership and property interest therein(including the right of reuse)whether or not the Project is completed. Shannon&Wilson grants to Client a non-exclusive, irrevocable,unlimited,royalty-free license to use any documents prepared by Shannon&Wilson for Client. Client may make and retain copies of such documents for their information and use. Such documents are not intended or represented to be suitable for reuse by Client,or others,after the passage of time,on extensions of the Project,or on any other Project. Any such reuse without written verification or adaptation by Shannon&Wilson,as appropriate for the specific purpose intended,shall be at Client's sole risk,and Client shall,only to the fullest extent permitted by law, waive any claims against Shannon& Wilson and its subcontractors,and indemnify and hold Shannon& Wilson and its subcontractors harmless from any claims,liability,or expenses(including reasonable attorneys' fees and costs)arising from such reuse,except to the extent of Shannon& Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions, or breach of contract. Any verification or adaptation of the documents for extensions of the Project or for any other project by Shannon& Wilson shall entitle Shannon& Wilson to additional Compensation to be agreed upon by Client and Shannon&Wilson. Copies of documents that may be relied upon by Client are limited to the printed copies(also known as hard copies)that are signed or sealed by Shannon& Wilson. Text,data,or graphics files in electronic media format are furnished solely for the convenience of Client. Any conclusion or information obtained or derived from such electronic files shall be at the user's sole risk. if there is a discrepancy between the electronic files and the hard copies,the hard copies govern. Because data stored in electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving an electronic file agrees that it shall perform acceptance tests or procedures within 60 days after its receipt,after which,unless notice of any errors are given in writing to the delivering party,the receiving party shall be deemed to have accepted the data thus transferred. Any errors reported within the 60- day acceptance period shall be corrected by the party delivering the electronic files at their sole expense. Shannon& Wilson shall not be responsible for maintaining documents stored in electronic media format after acceptance by Client. When transferring documents in electronic media format,neither Client nor Shannon& Wilson makes any representations as to long-term compatibility, usability,or readability of documents resulting from the use of software application packages,operating systems,or computer hardware differing from those used for the document's creation. ARTICLE 7-INSURANCE Shannon&Wilson shall purchase and maintain during the term of this Agreement,the following insurance coverage at its sole expense: Commercial General Liability-$1,000,000 each occurrence/$2,000,000 annual aggregate Bodily Injury/Property Damage Combined Single Limit including Blanket Contractual Liability,Broad Form Products and Completed Operations,Explosion/Collapse/Underground(XCU)Exposures, and Washington Stop Gap coverage. Auto Liability-$1,000,000 Bodily Injury/Property Damage Combined Single Limit including Owned,Hired,and Non-Owned Liability coverage. Umbrella Liability-$10,000,000 Bodily Injury/Property Damage combined Single Limit in excess of Commercial General Liability,Auto Liability,and Employers'Liability. Workers' Compensation-Statutory in monopolistic states and$500,000 per accident/$500,000 per discase/$500,000 disease policy aggregate Employers' Liability in non-monopolistic including if applicable,U.S.Longshorc&Harbor workers'coverage. Professional Liability-$5,000,000 per claims/$5,000,000 annual aggregate for professional errors and omissions including Pollution Liability coverage. If requested in writing by Client,Shannon&Wilson shall name Client as an additional insured on its Commercial General Liability policy. If requested in writing by Client, Shannon&Wilson shall deliver to Client certificates of insurance evidencing such coverage. Such certificates shall be furnished before commencement of Shannon&Wilson's Services. Client shall cause Shannon&Wilson and its subcontractors to be listed as additional insureds on any Commercial General Liability insurance carried by Client that is applicable to the Project. Client shall require the Project owner to require the general contractor on the Project to purchase and maintain Commercial General Liability,Automobile Liability, Workers' Compensation, and Employers Liability insurance, with limits no less than set forth above, and to cause Shannon & Wilson and its subcontractors to be listed as additional insureds on that Commercial General Liability insurance. Client shall require the Project owner include the substance of this paragraph in the prime construction contract. All insurance policies shall contain a waiver of subrogation. ARTICLE 8-HAZARDOUS ENVIRONMENTAL CONDITIONS Disclosure of the Existence of Hazardous Environmental Conditions Client has disclosed to Shannon& Wilson all data known to Client concerning known or suspected hazardous environmental conditions,including but not limited to,the existence of all asbestos, PCBs,petroleum,hazardous waste,or radioactive material,if any,located at or near the Project site,including its type,quantity,and location,or has represented to Shannon&Wilson that,to the best of Client's knowledge,no hazardous environmental conditions exist at or near the Project site. If any hazardous environmental condition is encountered or believed to exist,Shannon&Wilson shall notify Client and,to the extent required by applicable laws and regulations,the Project site owner,and appropriate governmental officials. Disposal of Non-Hazardous Samples and Hazardous or Toxic Substances All substances on,in,or under the Project site,or obtained from the Project site as samples or as byproducts(e.g.,drill cuttings and fluids)of the sampling process are the Project site owner's property. Shannon&Wilson shall preserve such samples for forty-five(45)calendar days after Shannon&Wilson's issuance to Client of the final instrument of service that relates to the data obtained from them. Shannon&Wilson shall dispose of all non-hazardous samples and sampling process byproducts in accordance with applicable law;provided however,any samples or sampling process byproducts that are,or are believed to be,affected by regulated contaminants shall be packaged by Shannon&Wilson in accordance with applicable law,and turned over to Client or left on the Project site. Shannon&Wilson shall not transport store,treat,dispose of,or arrange for the transportation,storage,treatment,or disposal of,any substances known,believed,or suspected to be affected by regulated contaminants,nor shall Shannon&Wilson subcontract for such activities. CA-GH-2013 Page 4 of 6 (1/2013) 411 SHANNON&WILSON, INC. Shannon&Wilson shall,at Client's request(and for additional Compensation, if not already included the Task Order),help Client or the Project site owner identify appropriate alternatives for transportation,storage,treatment,or disposal of such substances,but Shannon&Wilson shall not make any independent determination about the selection of a transportation,storage,treatment,or disposal facility. Client or the Project site owner shall sign all manifests for the transportation,storage,treatment,or disposal of substances affected by regulated contaminants; provided however,notwithstanding any other provisions of this Agreement to the contrary if Client directs Shannon&Wilson, its employees,or agents to sign such manifests and/or to hire for Client or the Project site owner a contractor to transport store,treat,or dispose of the contaminated substances,Shannon &Wilson shall do so only as Client's disclosed agent. Contaminated Equipment and Consumables Client shall reimburse Shannon & Wilson for the cost of decontaminating field or laboratory equipment that is contaminated by regulated materials encountered at the Project site and for the cost of disposal and replacement of contaminated consumables. In some instances,the cost of decontamination may exceed the fair market value of the equipment,were it not contaminated,together with the cost of properly transporting and disposing of the equipment. In such instances,Shannon&Wilson shall notify Client and give Client the option of paying for decontamination or purchasing the equipment at its fair market value immediately prior to contamination. If Client elects to purchase equipment,Client and Shannon&Wilson shall enter into a specific agreement for that purpose. Any equipment that cannot be decontaminated shall be considered a consumable. Client's Liability for Hazardous or Toxic Materials Except to the extent caused by Shannon&Wilson's and its subcontractor's negligent or wrongful acts,errors,omissions,or breach of contract,and only to the maximum extent permitted by law,Client shall: indemnify and hold harmless Shannon& Wilson,its subcontractors and their partners,officers,directors, employees,and agents;from and against any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage(including bodily injury,death,or property damage to Shannon&Wilson's own employees),or arising under CERCLA,MTCA,or similar federal,state,or local environmental laws),costs, damages(including without limitation,economic,non-economic,general,special, incidental,consequential),demands,expenses(including,but not limited to,reasonable attorneys' fees and costs of defense),fines,judgments,liens,liabilities,and penalties of any kind whatsoever;arising from the arrangement for and/or ownership, operation, generation, labeling, transportation, storage, disposal, treatment, release, or threatened release of any hazardous or toxic materials,as defined by CERCLA,MTCA,or similar federal,state,or local environmental laws,on and/or from the Project site. ARTICLE 9-ALLOCATION OF RISK Indemnification of Client To the maximum extent permitted by law,Shannon&Wilson shall:indemnify and hold harmless Client,its appointed and elected officials,partners,officers, directors,employees,and agents;from and against any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied), statutory liability, strict liability, or otherwise),claims(including, but not limited to,claims for bodily injury, death, property damage, (including bodily injury,death,or property damage to Shannon&Wilson's own employees)or arising under CERCLA,MTCA,or similar federal,state,or local environmental laws),costs,damages(including without limitation,economic,non-economic,general,special,incidental,consequential),demands,expenses(including,but not limited to,reasonable attorneys' fees and costs of defense), fines,judgments, liens, liabilities,and penalties of any kind whatsoever, arising from the negligent or wrongful acts,errors,or omissions,or breach of contract or warranty express or implied,by Shannon&Wilson or any of its subcontractors;but only to the extent of Shannon&Wilson's and its subcontractor's relative degree of fault. In furtherance of these obligations,and only with respect to Client, its appointed and elected officials,partners,officers,directors,employees and agents,Shannon&Wilson waives any immunity it may have or limitation on the amount or type of damages imposed under any industrial insurance,Workers' Compensation,disability,employee benefit,or similar laws. Shannon& Wilson acknowledges that this waiver of immunity was mutually negotiated. Limitation on Shannon&Wilson's Liability for Damages A.Total Liability for Damages Limited to Insurance Proceeds Notwithstanding any other provisions of this Agreement, and only to the maximum extent permitted by law, the total liability for damages under this Agreement of Shannon&Wilson,its subcontractors,and their partners,officers,directors,employees,agents and,or any of them,to Client and/or anyone claiming by,through,or under Client,for any and all actions(whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage,(including bodily injury,death, or property damage to Shannon&Wilson's own employees)or arising under CERCLA,MTCA,or similar federal,state,or local environmental laws),costs, damages(including without limitation,economic,non-economic,general,special,incidental,consequential),demands,expenses(including,but not limited to,reasonable attorneys' fees and costs of defense),tines,judgments,liens,liabilities,and penalties of any kind whatsoever,arising out of,resulting from,or in any way related to the Project or this Agreement,shall be limited to the insurance proceeds payable on behalf of or to Shannon&Wilson by any insurance policies applicable thereto. If you are unwilling or unable to limit our liability for damages in this manner,we shall negotiate this limitation and its associated impact on our approach, Services, Schedule, and Compensation, with you. You must notify us in writing before we commence any Services under this Agreement of your intention to negotiate this limitation and its associated impact on our approach,Services,Schedule,and Compensation. Absent your prior written notification to the contrary,we shall proceed on the basis that our total liability for damages are limited as set forth above. B.Professional Liability for Damages Limited to$50,000 or 10%of Fee With respect to professional errors or omissions only,notwithstanding any other provisions of this Agreement,and only to the maximum extent permitted by law,the total professional liability for damages,in the aggregate,under this Agreement of Shannon&Wilson,its subcontractors,and their partners,officers, directors,employees,agents,or any of them,to Client and/or anyone claiming by,through,or under Client,for any and all actions(whether sounding in tort, contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise),claims(including,but not limited to,claims for bodily injury,death,property damage(including bodily injury,death,or property damage to Shannon&Wilson's own employees)or arising under CERCLA, MICA, or similar federal, state, or local environmental laws), costs, damages (including without limitation, economic, non-economic, general, special, incidental, consequential), demands, expenses (including, but not limited to. reasonable attorneys' fees and costs of defense), fines,judgments, liens, liabilities,and penalties of any kind whatsoever,arising out of,resulting from,or in any way related to the professional errors or omissions of Shannon& Wilson, its subcontractors, or their partners, officers, directors, employees, agents or, or any of them, shall be capped in the aggregate total amount of $50,000.00,or ten percent(10%)of the total Compensation actually paid to Shannon & Wilson under this Agreement, whichever is greater. If you are unwilling or unable to limit our professional liability for damages to these sums,we shall negotiate the amount of this limitation and its associated impact on our approach,Services,Schedule,and Compensation,with you. You must notify us in writing before we commence any Services under this Agreement of your intention to negotiate the amount of this limitation and its associated impact on our approach,Services,Schedule,and Compensation. Absent your prior written notification to the contrary,we shall proceed on the basis that our total professional liability for damages under this Agreement in the aggregate is limited to$50,000.00 or ten percent(10%)of the total Compensation actually paid to Shannon&Wilson under this Agreement,whichever is greater. CA-GH-2013 Page 5 of 6 (1/2013) • 110 SHANNON&WILSON, INC. ARTICLE 10—MISCELLANEOUS Termination This Agreement may be terminated without further obligation or liability by either party,with or without cause(for convenience),upon 30 days prior written notice to the other. Shannon& Wilson shall be entitled to Compensation for all Services performed prior to the termination of this Agreement. This Agreement may be terminated by the non-breaching party upon any breach of this Agreement that remains uncured after 10 days notice to the breaching party by the non-breaching party. Upon payment of all amounts due Shannon&Wilson,Client shall be entitled to copies of Shannon&Wilson's files and records pertaining to Services performed prior to the termination of this Agreement. Successors,Assigns,and Beneficiaries This Agreement shall be binding upon each party's assigns,successors,executors,administrators,and legal representatives. Neither Client nor Shannon& Wilson may assign or transfer any rights under or interest in this Agreement without the written consent of the other. No assignment shall release or discharge the assignor from any duty or responsibility under this Agreement. Nothing in this Agreement shall be construed to create,impose,or give rise to any duty owed by Client or Shannon&Wilson to any third party. All duties and responsibilities undertaken under this Agreement shall be for the sole and exclusive benefit of Client and Shannon& Wilson. There are no intended third-party beneficiaries. Notwithstanding the foregoing,should a court find a third party to be a beneficiary of this Agreement,it is the intent of the parties that the judicially created third-party beneficiary be bound by and subject to all of the terms and conditions of this Agreement. Jurisdiction,Venue,and Choice of Law • Any applicable Statute of Limitation shall be deemed to commence running on the date which the claimant knew,or should have known,of the facts giving rise to their claims,but in no event later than the date of substantial completion of Shannon&Wilson's Services under the Task Order. To the maximum extent permitted by law,as a condition precedent to commencing a judicial proceeding,a party shall give written notice of their claims,including all amounts claimed,and the factual basis for their claims,to the other party within one(1)year of when the claimant knew,or should have known,of the facts giving rise to their claims,but in no event later than one(1)year from the date of substantial completion of Shannon&Wilson's Services under the Task Order. As a condition precedent to commencing a judicial proceeding,a party shall first submit their claims to non-binding mediation through and in accordance with the rules of the American Arbitration Association. This Agreement shall be construed in accordance with and governed by the laws(except choice and conflict of law provisions)of the state in which the Project is located. Any judicial action shall be brought in the state in which the Project is located. Attorneys'Fees Should any dispute or claims arise out of this Agreement,whether sounding in tort,contract(express or implied),warranty(express or implied),statutory liability,strict liability,or otherwise,the prevailing party shall be entitled to an award of their reasonable attorneys'fees and costs,including upon appeal and in the enforcement of any judgment. Should neither party prevail on all of their claims or receive all of the relief they sought,then the substantially prevailing party shall be awarded their reasonable attorneys'fees and costs,including upon appeal and in the enforcement of any judgment Waiver A waiver of any of the terms and conditions or breaches of this Agreement shall not operate as a subsequent waiver. Headings The headings used in this Agreement are for general ease of reference only. They have no meaning and are not part of this Agreement. Integration This Agreement, together with the Task Order, are incorporated by reference into each other, and supercede all prior written and oral discussions, representations,negotiations,and agreements on the subject matter of the Task Order and represent the parties'complete,entire,and final understanding of the subject matter of the Task Order. Survival Notwithstanding completion or termination of this Agreement for any reason, all representations, warranties, limitations of liability, and indemnification obligations contained in this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled. Severability If any of the terms or conditions of this Agreement are found to be void or unenforceable for any reason,the remainder of this Agreement shall continue in full force and effect,and the court shall attempt to judicially reform the void or unenforceable provisions to the maximum extent possible,consistent with the original intent expressed in the provisions,to render it valid and enforceable. If the court is unable to reform the provisions to render it valid and enforceable, the court shall strike only that portion which is invalid or unenforceable, and this Agreement shall then be construed without reference to the void or unenforceable provisions. CA-GH-2013 Page 6 of 6 (1/2013) • • II=I I SHANNON&WILSON, INC. Attachment to and part of Proposal Geotechnical and Environmental Consultants 51-2-10288-001 Date: September 11,2013 Mr I To: Attn:Mr.Brian Powers KPFF Consulting Engineers Important Information About Your GeotechnicallEnvironmental Proposal More construction problems are caused by site subsurface conditions than any other factor. The following suggestions and observations are offered to help you manage your risks. HAVE REALISTIC EXPECTATIONS. If you have never before dealt with geotechnical or environmental issues,you should recognize that site exploration identifies actual subsurface conditions at those points where samples are taken, at the time they are taken. The data derived are extrapolated by the consultant,who then applies judgment to render an opinion about overall subsurface conditions;their reaction to construction activity; appropriate design of foundations,slopes,impoundments,and recovery wells;and other construction and/or remediation elements. Even { under optimal circumstances,actual conditions may differ from those inferred to exist,because no consultant,no matter how qualified,and no subsurface program,no matter how comprehensive,can reveal what is hidden by earth,rock,and time. DEVELOP THE SUBSURFACE EXPLORATION PLAN WITH CARE. The nature of subsurface explorations—the types, quantities, and locations of procedures used in large measure determines the effectiveness of the geotechnical/environmental report and the design based upon it. The more comprehensive a subsurface exploration and testing program,the more information it provides to the consultant,helping reduce the risk ofunanticipated conditions and the attendant risk of costly delays and disputes. Even the cost of subsurface construction may be lowered. Developing a proper subsurface exploration plan is a basic element of geotechnical/environmental design,which should be accomplished jointly by the consultant and the client(or designated professional representatives). This helps the parties involved recognize mutual concerns and makes the client aware of the technical options available. Clients who develop a subsurface exploration plan without the involvement and concurrence of a consultant may be required to assume responsibility and liability for the plan's adequacy. READ GENERAL CONDITIONS CAREFULLY. Most consultants include standard general contract conditions in their proposals. One ofthe general conditions most commonly employed is to limit the consulting firm's liability. Known as a"risk allocation"or"limitation of liability,"this approach helps prevent problems at the beginning and establishes a fair and reasonable framework for handling them,should they arise. Various other elements of general conditions delineate your consultant's responsibilities. These are used to help eliminate confusion and misunderstandings,thereby helping all parties recognize who is responsible for different tasks. In all cases,read your consultant's general conditions carefully,and ask any questions you may have. HAVE YOUR CONSULTANT WORK WITH OTHER DESIGN PROFESSIONALS. Costly problems can occur when other design professionals develop their plans based on misinterpretations of a consultant's report. To help avoid misinterpretations, retain your consultant to work with other project design professionals who are affected by the geotechn- ical/environmental report. This allows a consultant to explain report implications to design professionals affected by them,and to review their plans and specifications so that issues can be dealt with adequately. Although some other design professionals may be familiar with geotechnical/environmental concerns,none knows as much about them as a competent consultant. 1/2012 • OBTAIN CONSTRUCTION MONITORING SERVICES. Most experienced clients also retain their consultant to serve during the construction phase of their projects. Involvement during the construction phase is particularly important because this permits the consultant to be on hand quickly to evaluate unanticipated conditions, to conduct additional tests if required,and when necessary,to recommend alternative solutions to problems. The consultant can also monitor the geotechnical/environmental work performed by contractors. It is essential to recognize that the construction recommendations included in a report are preliminary,because they must be based on the assumption that conditions revealed through selective exploratory sampling are indicative of actual conditions throughout a site. Because actual subsurface conditions can be discerned only during earthwork and/or drilling,design consultants need to observe those conditions in order to provide their recommendations. Only the consultant who prepares the report is fully familiar with the background information needed to determine whether or not the report's recommendations are valid. The consultant submitting the report cannot assume responsibility or liability for the adequacy of preliminary recommendations if another party is retained to observe construction. REALIZE THAT ENVIRONMENTAL ISSUES MAY NOT HAVE BEEN ADDRESSED. If you have requested only a geotechnical engineering proposal, it will not include services needed to evaluate the likelihood of contamination by hazardous materials or other pollutants. Given the liabilities involved,it is prudent practice to always have a site reviewed from an environmental viewpoint. A consultant cannot be responsible for failing to detect contaminants when the services needed to perform that function are not being provided. ONE OF THE OBLIGATIONS OF YOUR CONSULTANT IS TO PROTECT THE SAFETY,PROPERTY,AND WELFARE OF THE PUBLIC. A geotechnical/environmental investigation will sometimes disclose the existence of conditions that may endanger the safety, health, property,or welfare of the public. Your consultant may be obligated under rules of professional conduct,or statutory or common law,to notify you and others of these conditions. RELY ON YOUR CONSULTANT FOR ADDITIONAL ASSISTANCE. Your consulting firm is familiar with several techniques and approaches that can be used to help reduce risk exposure for all parties to a construction project,from design through construction. Ask your consultant not only about geotechnical and environmental issues,but others as well,to learn about approaches that may be of genuine benefit. The preceding paragraphs are based on information provided by the ASFE/Association of Engineering Firms Practicing in the Geosciences,Silver Spring, Maryland 1/2012 Attachment D �,.. . ' ill e . KW: '*'" Nal 1-, . . ,. KPFF TEAM TOTAL TEAM Task Principal Project Manager Project Engineer CAD Designer HOURS TOTAL FEE PER PER TASK $185/hr $150/hr $120/hr $100/hr TASK Hours Cost Hours Cost Hours Cost Hours Cost A Subtask 1.1•Survey by Hennon(assumes both sites are surveyed at the same time) 57.3501 Subtask 1.2-Geotechnical Analysis by Shannon and Wilson 34.9401 3ubtask 1.3•Review Available Record Documents,Survey,and Geotechnical Findings 0 2 300 2 240 0 4 $540 Subtask 1.4-Site Visit for Survey Verification based on Visual Observation 0 0 2 240 0 2 $2401 Subtask 1.5-Meet with City Staff to Present and Discuss Existing Conditions 0 2 300 0 0 0 2 $300: • 13 370' Subtask 2.1-Perform Hydrology Study of Tributary Drainage Areas 0 4 600 10 1200 4 400 18 Subtask 2.2-Perform Peak Mitigated Water Quality Rate and Volume Assessment 0 Ell 600 8 960 _2 200 14 NM Subtask 3.1-Prepare Model of Existing Channel and Develop Sections 0 4 600 8 960 12 1200 24 $2.7• Subtask 3.2-Perform Analysis of Existing Channel Capacity and Stability for Flood Control 0 4 600 12 1440 B B00 24 $2.8401 Subtask 3.3-Perform Analysis of Existing Channel Capacity for Storm Water Treatment 0 4 600 8 960 2 200 14 $1,760; 7360 r " . i �t� Subtask 4.1-Determine Existing_Areas of Concern and up to 3 Alternative Improvement Project Concepts 2 370 10 1500 10 1200 B 800 30 $3.870' Subtask 4.2-Perform Analysis of Proposed Alternative Improvement Project Concepts 0 0 0 0 0 0 0 0 $0 :Subtask 4.3-Prepare Engineers Opinion of Probable Construction Costs for each Alternative 0 4 600 6 720 4 400 14 51,720 Subtask 4.4-Prepare Feasibility Report 2 370 8 1200 10 1200 4 400 24 $3,170 Subtask 4.5-Meet with City Staff to Discuss Feasibility Study and Report 0 4 600 4 480 0 8 $1,080 $9 840 tow .:,„. TOTAL HOURS 4 50 80 44 118 S i TOTAL COST 710 1,500 9600 4400 ` b x, . r Y ,OPOSSAL Pim= .,. �. A itOftjaii: 1Uóbiio M KPFF TEAM TOTAL TEAM TaskHOURS TOTAL FEE Principal Project Manager Project Engineer CAD Designer PER PER TASK $185/hr $150/hr $120/hr $100/hr TASK - Hours Cost Hours Cost Hours Cost Hours Cost ILAIRt- = Iiii. , Subtask 1.1-Survey by Hennon(assumes both sites are surveyed at the same time) S7.3 • Subtask 1.2-Geotechnical Analysis by Shannon and Wilson i4,940 j Subtask 1 3-Review Available Record Documents,Survey,and Geotechnical Findings 0 2 300 42 - ,240 0 4 $540 I Subtask 1.4-Site Visit for Survey Verification based on Visual Observation 0 0 2 240 0 2 $240 r Subtask 1.5-Meet with City Staff to Present and Discuss Existing Conditions 0 2 300 0 0 2 $300 $13,370 F lisAtt n+ i Subtask 2.1-Perform Hydrology Study of Tributary Drainage Areas 0 4 600 16 1920 8 B00 28 $3.320 imimmiu ...simiummmummmmilummllimmmmonmmmwumio!q Subtask 2.2-Perform Peak Mitigated Water Quality Rate and Volume Assessment 0 4 600 12 1440 4 400 20 $2.440 it F i $5780 Subtask 3.1-Prepare Model of Existing Channel and Develop Sections 0 4 600 8 960 12 1200 24 $2,760 j Subtask 3.2-Perform Analysis of Existing Channel Capacity and Stability for Flood Control .0 ,4 .600 12 1440 8 800 24, 52.840` Subtask 3 3-Perform Analysis of Existing Channel Capacity for Storm Water Treatment 0 4 600 8 960 4 400 16 $1.960! -_� $7,560 i' ►tA1C t �. r tSubtask 4.1-Determine ExistingAreas of Concern and upto 3 Alternative Improvement Project Concepts 2 370 12 1800 16 1920 8 800 38 $4.890 Subtask 4.2-Perform Anal sis of Pro••sed Alternative Im•rovement Pro'ect Conce•ts 0 0 0 0 0 0 0 0 $01 Subtask 4.3-Prepare Engineer's Opinion of Probable Construction Costs for each Alternative 0 4 .600 4 480 4 400 12 $1.480 Subtask 4.4-Prepare Feasibility Report 2 370 8 1200 12 1440 8 B00 90 53,810, Subtask 4.5-Meet with City Staff to Discuss Feasibility Study and Report 0 4 600 4 480 0 8 $1.080 611,260 TOTAL HOURS 4 52 96 56 201 TOTAL COST 740 7.800 11.520 6,600