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Sunbeam Consulting - FY2015-004-01 AMENDED AND RESTATED CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SUNBEAM CONSULTING, INC. FOR PROJECT-SPECIFIC ENGINEERING SERVICES 01203".0006/503310 6 EQG 1 AMENDED & RESTATED AGREEMENT FOR ON-CALL ENGINEERING SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SUNBEAM CONSULTING, INC. THIS AMENDED & RESTATED AGREEMENT FOR CONTRACT SERVICES (herein "Amended & Restated Agreement") is made and entered into this 31st day of July, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Sunbeam Consulting,Jae., a California corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or"Parties." RECITALS A. On July 15, 2014, City and Consultant entered into an on-call contract services agreement (the "2014 Agreement") for miscellaneous civil engineering services (the "Services") The 2014 Agreement was in effect through June 30, 2018, and provided for not-to-exceed compensation of$60,000 annually, with a per-project limit of$25,000. B. City and Consultant now wish to do the following: (1) clarify that the scope of the 2014 Agreement is for project-specific on-call Services; (2) extend the term of the 2014 Agreement through June 30, 2020; (3) amend the Scope of Services to include engineering design services for the Residential Road Rehab. Areas 3 & 4 Project, inspection services for the Abalone Cove Sewer System Improvements Project, the Hesse Park Parking Lot & Lighting Project, the Signage Program, the PVIC Outdoor Project, and oversight services for the SCE Street Light Conversion Project; and (4) increase compensation for FY 2018-19 and FY 2019-20 combined to $739,829.40, thereby increasing the total Contract Sum from $240,000 to $979,829.40 C. This Amended & Restated Agreement, therefore, replaces and supersedes the 2014 Agreement. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Amended & Restated Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or"work" hereunder. As a material inducement to the City entering into this Amended & Restated Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Amended 01203.0006/503310 6 EQG & Restated Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Amended & Restated Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Amended & Restated Agreement, the terms of this Amended & Restated Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Amended & Restated Agreement is a "public work" as defined in Labor Code Section 1720 and that this Amended & Restated Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Amended & Restated Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Amended & Restated Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) 01203.0006/503310.6 EQG 2 determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Amended& Restated Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Amended& Restated Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Amended & Restated Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Amended & Restated Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Amended & Restated Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Amended & Restated Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty(40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(11/2)times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its 01203.0006/503310.6 EQG 3 employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." Cb— Contractor's Authorized Initials (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Amended & Restated Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Amended & Restated Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Amended & Restated Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Amended & Restated Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Amended & Restated Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Amended & Restated Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 01203.0006/503310.6 EQG 4 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Amended & Restated Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Amended & Restated Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Amended & Restated Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Amended & Restated Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Amended & Restated Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.10 Special Requirements. Additional terms and conditions of this Amended & Restated Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Amended & Restated Agreement, the provisions of Exhibit"B" shall govern. 01203.0006/503310.6 EQG 5 ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Amended & Restated Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Nine Hundred Seventy Nine Thousand Eight Hundred Twenty Nine Dollars and Forty Cents ($979,829.40) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Amended & Restated Agreement, Consultant is certifying compliance with all provisions of the Amended & Restated Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub- contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Amended & Restated Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's 01203.0006/503310 6 EQG 6 correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Amended & Restated Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Amended & Restated Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Amended & Restated Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Amended & Restated Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Amended & Restated Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Amended & Restated Agreement, however caused, Consultant's sole remedy being extension of the Amended & Restated Agreement pursuant to this Section. 01203.0006/503310.6 EQG 7 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Amended & Restated Agreement, this Amended & Restated Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2020, except as otherwise provided in the Schedule of Performance (Exhibit"D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: CHARLES SI2Clo ! SecF.r itR�( T TF. H-- is Presidcnt (Name) (Title) Alan Braatvedt Vice President (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Amended & Restated Agreement. Therefore, the foregoing principals shall be responsible during the term of this Amended & Restated Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Amended & Restated Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Amended & Restated Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Amended & Restated Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Amended & Restated Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Amended & Restated Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other 01203.0006/503310.6 EQG 8 benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officers shall be Elias Sassoon, Director of Public Works, or Ron Dragoo, Principal Engineer, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Amended & Restated Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Amended & Restated Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Amended & Restated Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Amended & Restated Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 01203.0006/503310.6 EQG 9 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Amended & Restated Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Amended & Restated Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Amended & Restated Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Amended & Restated Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Amended & Restated Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3)years after completion of the services required by this Amended & Restated Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (0 Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation 01203.0006/503310 6 EQG 10 endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Amended & Restated Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Amended & Restated Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City's rights of enforcement. In the event any policy of insurance required under this Amended & Restated Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Amended & Restated Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (0 Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Amended & Restated Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 01203.0006/503310.6 EQG 11 (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all Amended & Restated Agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, 01203.0006/503310.6 EQG 12 lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Amended & Restated Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performande of or failure to perform any term, provision, covenant or condition of this Amended & Restated Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity Amended & Restated Agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be 01203.0006/503310 6 EQG 13 a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Amended & Restated Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Amended & Restated Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Amended & Restated Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Amended & Restated Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 01203.0006/503310.6 EQG 14 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Amended & Restated Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Amended & Restated Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Amended & Restated Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Amended & Restated Agreement. Response to a subpoena or court order shall not be considered"voluntary"provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Amended & Restated Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Amended & Restated Agreement and the work performed there under. City retains the right, but has no obligation, to represent 01203.0006/503310.6 EQG 15 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AMENDED & RESTATED AGREEMENT AND TERMINATION 7.1 California Law. This Amended & Restated Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Amended & Restated Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Amended & Restated Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Amended & Restated Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Amended & Restated Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Amended& Restated Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Amended & Restated Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold 01203.0006/503310.6 EQG 16 shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Amended & Restated Agreement of any term, condition, or covenant of this Amended & Restated Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Amended & Restated Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Amended & Restated Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Amended & Restated Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Amended & Restated Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Amended & Restated Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Amended & Restated Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Amended & Restated Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Amended& Restated Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Amended & Restated Agreement would be extremely difficult or impractical to determine in the event of a breach of this Amended & Restated Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 01203.0006/503310.6 EQG 17 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Amended & Restated Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Amended & Restated Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Amended & Restated Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 01203.0006/503310 6 EQG 18 ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Amended & Restated Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Amended & Restated Agreement. Consultant further covenants that in the performance of this Amended & Restated Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Amended & Restated Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Amended & Restated Agreement nor shall any such officer or employee participate in any decision relating to the Amended & Restated Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Amended& Restated Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Amended & Restated Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Amended & Restated Agreement, and should any liability or sanctions be imposed against City for such use 01203.0006/503310.6 EQG 19 of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Amended & Restated Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Amended & Restated Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Amended & Restated Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Amended & Restated Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Amended & Restated Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral Amended & Restated Agreements between the parties hereto affecting this Amended & Restated Agreement and this Amended & Restated Agreement supersedes and cancels any and all previous negotiations, arrangements, Amended& Restated Agreements and understandings, if any, between the parties, and none shall be used to interpret this Amended & Restated Agreement. No amendment to or modification of this Amended & Restated Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01203.0006/503310.6 EQG 20 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Amended & Restated Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Amended & Restated Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Amended& Restated Agreement meaningless. 9.6 Warranty& Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Amended & Restated Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Amended & Restated Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of"financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any Amended & Restated Agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any Amended & Restated Agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Amended& Restated Agreement void and of no felt or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Amended & Restated Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amended & Restated Agreement on behalf of said party, (iii) by so executing this Amended & Restated Agreement, such party is formally bound to the provisions of this Amended & Restated Agreement, and (iv) that entering into this Amended & Restated Agreement does not violate any provision of any other Amended& Restated Agreement to which said party is bound. This Amended & Restated Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/503310 6 EQG 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Mayer- ATTEST: City Manager City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP ii) City Attorney CONSULTANT: SUNBEAM CONSULTING, INC., a California corporatio By: Name: 4— Title: A M,.' Ma NM By: ( o Name: ALAN ZRAA?V?»T Title: ' e.bt t-er Address: I$f7 Jl aT Ave Le44a Zeitcat CA '1o8/S Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/503310.6 EQG 22 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2018 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. n Signature: e lq4?c.AaJI' OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/503310.6 EQG CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of LAS Atlelef } On December 13 ,20(1 before me, 4nha .T au, , No-(z�r �(,c.��ic ( er insert name an ti of the officer) personally appeared Charles Feder('c. c phay, 0.-r. • who proved to me on the basis of satisfactory evidence to be the person(&) whose name(e) is/ate subscribed to the within instrument and acknowledged to me that he/shc/thcy executed the same in hisaiesitheif authorized capacity(ies), and that by his/heeir signature(.*) on the instrument the person(e), or the entity upon behalf of which the person(si acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .10_, ANNA JIANG COMM.#2174850 Itouo r ouBLC•CldtO ik U1 is*RES Cowry7Nr Cow.Ex►Jew.2,2A21 Notary Public Sign ure (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long ��/ �1 �Q as the wording does not require the California notary to violate California notary /1i•��WWUI.fT !`^'Sirda law. (Title or description of attached document) • State and County information must be the State and County where the document N 541405 tr` e signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages ZZ Document Date commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/they, is/are)or circling the correct forms.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. Corporate Offs rr / • The notary seal impression must be clear and photographically reproducible. V. P. I .SUh /_b"�1 y p i54'f jj Impression must not cover text or lines. If seal impression smudges,re-seal if a (Tit e) / � ' sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. 0 Attorney-in-Fact Additional information is not required but could help to ensure this i ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number of pages and date. ❑ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2015 Version www.NotaryClasses.com 800-873-9865 • Securely attach this document to the signed document with a staple. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 .� e!s� .!ate.�2!z4 e...,• . .�. . .•� 1. .•r.CT. •4 •t . . ¢.a • •..�•. c�a •_a•-.�._.•-ar • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of Lo A"y li ) On -ecp ,4...r iy i 2°13 before me, Cc40w (-),1(G.f ct), A)A- ,,-, Q-1,1 . , Date Here Insert Name and Titlelif the Officer personally appeared Al wv, -?,--„or V c d k ifs) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OCTAVIO GALLARDO i •:. Notary Public-California e �--� -- Z +D__ Los Angeles County Signature of Notaryl "-- z Commission#2238662 "`°'�•` My Comm.Expires May 17,2022 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of A . • ed Document Title or Type of Docum-.t: Document Date: 1, . •er of Pages: Signer(s) Other Than Named , •ove: Capacity(ies) Claimed by Signer(s Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑General .• Partner — ❑ Limited NI -eneral ❑ Individual ❑Attorney in ct ❑ In.Ivi••. ■ Attorney in Fact ❑Trustee ❑ Guardi.• •r Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representin;. Signer Is Representing: 64C%4v 4�✓4�✓✓4v4,,,a...�& 4\✓4�✓ 4C✓4✓.�.k,4 4'y.,.✓/.tix.-10,0..t,4•;✓ ✓4.✓4C✓•4�✓4�✓44 ..✓.'ti 4.✓.4�✓- 4,✓.4--4-— ©2016 Natio . Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2018 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/503310.6 EQG EXHIBIT "A" SCOPE OF SERVICES I. GENERAL DESCRIPTION OF ON-CALL ENGINEERING SERVICES As requested by City, and in accordance with the procedures provided herein, Consultant shall provide the following on-call engineering services on specific Public Works projects (the "On-Call Services"). A. Inspection Services • Inspect work for compliance with specs while work is in progress– Consultant will provide construction inspection services to ensure that the work is in compliance with contract documents. Consultant will proactively examine each work area prior to demolition, to mark the construction limits, take photographs, verify accuracy, assure that the project is including work areas in accordance with the intent of the project, and to note any additional concerns that may be present—i.e. utility boxes, tree roots, and survey monuments. Any concerns will be forwarded to the City for disposition. • Tasks may include field inspections; utility coordination; contractor interfacing; verification of change orders, requests for clarification, and requests for information; minor administration assignments; written,photo and video documentation; public relations; verification of construction quantities; planning assistance for future projects; and coordination with City staff. Some night, weekend, and overtime work assignments may be required. • Consultant will review project details and understand the intent and goals; review schedules; review existing City and utility records; establish coordination with the contractor and the City's project manager and attend meetings when required. • Prepare Daily Inspection Reports and submit them to the City. Daily project reports will be completed in the format required by the City, and transmitted to the City's project manager expeditiously. Reports will include daily photographic documentation. • Attend Meetings. Consultant's inspector will attend project meetings, as required throughout the duration of the projects. • Attend Pre-Construction Meeting. Consultant's inspector and project manager will attend the pre-construction meetings, when required, with City staff • Consultant will handle any resident concerns received and report to the City in a timely fashion. Consultant will immediately transmit to the City any and all resident concerns generated during the course of the projects. 01203.0006/503310.6 EQG A-1 B. Oversight Services Oversight Services shall consist of observing and reporting on construction work as it is occurring. Consultants performing oversight services will visit the construction site during construction of a project, observe activities and make daily reports of the activities they observe. Reporting typically includes how the work is performed, number of personnel on-site, equipment on-site and other specific information relevant to the construction being observed. C. Project Management Services Available Project Types • Staff Assistance • Capital Program Coordination • Contract Administration • Community Redevelopment • Capital Budget Preparation • Recreation& Parks Facilities • Design/Build Administration • Parking Structures and Parking • Performance Contract Administration • Building Construction and • Maintenance Agreement • Design/ Build Projects • Funding Applications • Energy Conservation Upgrades • Consultant Selection • Utility Relocations & • Preparation of Council Reports • Water System Improvements • Grant Administration • Sewer Mains & Sewer Lift Stations • Prepare Bid Specifications, RFPs, • Water System Projects • Develop Scopes of Work • Drainage Improvements • Develop, Update/Monitor Schedules • Street Pavement Projects • Assist with Negotiation of Consultant • Streetscape Improvements • Utility Agency& Contractor Contracts • Traffic System Upgrades • Assist with Negotiation of • Transportation Facilities Consultant, Utility • Schools, Police and Fire • Agency and Contractor Contracts Projects • Analyses of Budget & Schedule • Admin of Environmental Requirements • Solar Photovoltaic Systems 01203.0006/503310 6 EQG A-2 D. Construction Management Services Available • Staff assistance • Contract Administration • Cost estimating and budgeting • Projected vs. Actual budget tracking • Scheduling, monitoring, and tracking • Change order evaluation and negotiation • Document controls • Submittal, shop drawing, and RFI processing • As-built documentation contract time monitoring • Federal Fund requirements administration • Public relations for Fire and Police Department projects • Storm water prevention plan monitoring • Hazmat abatement administration and coordination • Claims avoidance • Daily and weekly reports • Quality assurance • Photo and Video Documentation • Field change • Coordination • Quantity measurement and verification • Manpower and equipment tracking 01203.0006/503310.6 EQG A-3 E. Civil Engineering Design Services Available • Civil engineering design • Entitlement and permitting services • Public relations • Agency processing • Expert witness and testimony • As-built drawings • Plan reproductions F. ADA Compliance Services Available • ADA inspections • ADA audit reports • ADA accessibility surveys on municipal, state, and commercial real properties for ADA compliance • PS&E for design G. NPDES Program Implementation Services Available • Site Assessment and Planning • Erosion and Sediment Control BM P Selection • Good Housekeeping BMP's Selection • Inspections, Maintenance and Recordkeeping • Certification and Notification • SWPPP Implementation • Final Stabilization and Permit Termination • Standard Urban Stormwater Mitigation Plan • Consultant can develop a SUSMP or SWPPP document to address post- construction water quality and habitat impact issues upon request of the City's Contract Officer. Consultant will identify post construction BMP's to be implemented to address storm water pollution and peak flow discharge impacts and is sized to meet specified water quality design and/or peak flow discharge criteria. 01203.0006/503310.6 EQG A-4 H. Staff Assistance Services Available • Project Development • Design Oversight • Project Funding • Public Outreach • Scheduling • Attendance at City Meetings and City Council • Plan Checking • Floodplain Management • Contract Bidding and Award • Preparing RFPs • Negotiating with Consultants • Utility Coordination II. ON-CALL SERVICES WORK REQUEST PROCEDURE. Before Consultant provides any On-Call Services, in accordance with III, above, Consultant must provide a specific written proposal for any requested services and get written approval of the terms of the proposal from the City, as such process is more fully described herein. A. Each task to be performed shall be set forth in a written request ("Request") produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Consultant shall prepare a "Task Proposal" that includes the following components: (1) a written description of the requested task ("Task Description") including all components and subtasks, and including any clarifications of the descriptions provided in the Request; (2) the costs to perform the task ("Task Budget"); (3) an explanation of how the cost was determined; and (4) a schedule for completion of the task ("Task Completion Schedule"), including a final completion date ("Task Completion Date"). 01203.0006/503310.6 EQG A-5 C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date and in accordance with the Task Completion Schedule. F. Each approved Task Proposal shall be physically incorporated herein. III. Consultant acknowledges that City has no obligation to request work from Consultant under this Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals. IV. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Consultant shall provide to City a weekly written summary of progress on all approved Task Proposals for services lasting longer than one week. V. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. VI. Consultant will utilize the following personnel to accomplish the Services: A. Alan Braatvedt, President ST E.D 4aki B. Chuck Stephaint, Vice President C. Jim Pugh, Public Works Inspectors D. John Collins, Public Works Inspector 01203.0006/503310.6 EQG A-6 EXHIBIT "A-1" I. PROJECT SPECIFIC ON-CALL SERVICES FOR FY 2018-19 AND FY 2019-20 Consultant will provide On-Call Services for the following projects for the FY 2018-19 and FY 2019-20. All On-Call Services will include services described in Section I of Exhibit "A", Scope of Services, as well as services specific to each project, as described herein. A. DESIGN SERVICES FOR THE RESIDENTIAL ROAD REHAB PROJECT AREAS 3 AND 4. Consultant and subcontractors will provide the following Services on the Residential Road Rehab Project--Area 3 and Residential Road Rehab Project—Area 4 (See Diagrams 1 and 2). • Consultant shall provide professional project management, civil engineering design, construction oversight, and community outreach services; • Subcontractor KDM Meridian shall provide professional surveying services; and • Subcontractor GS Brothers shall provide certified arborist services. 1. Project Commencement Consultant will meet with City staff to review the project scope of work in detail, finalize document formats, and review the project schedule. Consultant will review existing City and affected utility records, including street improvement, traffic, and storm drain plans, base maps, GIS data, and tax assessor maps. Consultant shall establish coordination with the City's Contract Officer for field investigation and design questions and commence work immediately upon approval. Consultant will begin work as soon as practicable to meet the City's design completion date for this project. We will attend meetings with the City throughout the design effort. 2. Field Inventory and Pavement Analysis Consultant will conduct a field investigation, review existing concrete and asphalt pavement deficiencies, and inventory existing and proposed improvements throughout the project areas. Consultant will coordinate with City staff during the field work to discuss and clarify the intent and budget for construction. Consultant will discuss Consultant's field findings with the City, review the various alternatives available for construction improvements and rehabilitation, and based upon these discussions,provide a written report of recommendations for design. Consultant's field investigation work will include: • Evaluation of conformance to current Americans with Disabilities Act (ADA) requirements, including curb access ramps at intersections and crossings. 01203.0006/503310.6 EQG A-7 • A separate evaluation of intersection corners and recommendations for curb ramps at each ADA non-conforming location. • Notation of sidewalk and driveway deficiencies including displacements, severe cracking, and potential trip hazards. • Notation of curb, gutter, and cross gutter deficiencies including displacements and ponding. • Areas that are displaced due to tree root intrusion will be evaluated by a Certified Arborist. Trees will be noted as suitable for root pruning, for removal, or to leave as-is. • Curb drains will be noted where they are included in sidewalk or curb and gutter replacement work. • Evaluation of pavement condition, including pavement and base failures, cracking, ponding and displacement. Analysis of possible rehabilitation methods considering cost, time of construction, and expected longevity. Recording of proposed pavement remove and replace (R&R) locations and sizes. • Notation of damage caused by tree root intrusion. • Recording of other noticeable deficiencies such as sidewalk obstructions or intrusions, damaged equipment, and broken utility covers. • Notation of valves and manholes that will need to be adjusted to grade. • Recording of all existing signs and sign posts, and verification that signs meet current MUTCD requirements. • Record traffic signal loop detectors. • Record existing pavement striping and markings, and verify if they meet current MUTCD standards. • All items will be noted on Consultant's field review checklist by street address, on a field map, and discretely marked where appropriate. Upon conclusion of the field work, or intermittently as work is completed, we will meet with City staff to review our findings, and preliminary construction quantities and costs. Items requiring further investigation by City staff will be discussed. Areas with significant tree root intrusion will be provided for review by the City Arborist for recommendation. 3. Preliminary Design Consultant will meet with the City to review the findings of Consultant's field investigation, the most recent Pavement Management Program pavement analysis, and discuss the various pavement rehabilitation alternatives available. Consultant will discuss the various factors including construction cost, time of construction, finished appearance, inconvenience during 01203.0006/503310.6 EQG A-8 construction, and expected longevity. Consultant will consider the various slurry seal products (Type I, Type II, and latex rubber content); microsurface (Type 2 and 3); chip seal (ARAM); conventional and rubber asphalt concrete overlays; full depth asphalt concrete; and related application rates and material specifications. Consultant will develop the preliminary design plans based upon the provided electronic base map, field investigation, and project review with the City. Except for streets requiring complete or extensive reconstruction, the street construction plans will be depicted in plan view at a scale as necessary for clarity. Construction limits will be hatched to depict the pavement rehabilitation method, and will include tables showing R&R locations and concrete construction work. Addresses will be shown for each lot for reference. Striping and signing plans will include work related to street signs and posts,pavement striping, markings, raised pavement markers, and traffic signal loop detectors. Detailed striping plans will be provided as needed for clarity. The preliminary design will be submitted to the City, along with the preliminary cost estimate for consideration and review. Plans, specifications and estimate will be based on City provided "boilerplate" and reference documents. Consultant will review the recommended design alternatives with the City, and discuss cost savings strategies, such as separating the project into two separate bids, one focused primarily on concrete construction, followed by paving work. 4. Construction Project Phasing The project-will be broken into distinct PS&E (plans, specifications, and estimates)packages for bidding and construction purposes to minimize project cost and schedule. Distinct phases will include: • Concrete curb, gutter, sidewalk and driveways repairs; curb ramps; tree removals; pavement repairs • Pavement rehabilitation (overlay and slurry seal work); striping and markings; loop detectors; adjust utilities; sign replacements 5. Final Design Based upon review of the preliminary design, Consultant will prepare the final project Plans, Specifications and Estimate. Plans will include the following sheets: • The Title Sheet will include the project title, project number, DigAlert information, Sheet Index, Best Management Practices notes, Vicinity Map, Location Map, and signatures. • The Index Map will provide an overview of the entire project area, with an index to the detailed plan sheets. • Detail Sheets will include relevant plan details and information that is in addition to referenced Standard Plans, and Typical Sections. A detail of the curb ramp alternatives and pay limits will be provided. 01203.0006/503310.6 EQG A-9 • Street Improvement plan sheets will include pavement rehabilitation limits depicted by unique hatching/shading patterns; R&R(remove and replace) locations; tables listing concrete work, valve and manhole adjustments; tree, tree root locations; speed humps; and drainage notes. • Striping and Signing plans will include depiction of all striping, markings, and raised pavement markers; traffic signal loop detectors; curb paint; and Construction Notes. Work for installing street signs and posts will be included on separate plan sheets if needed for clarity. • Plan & Profile sheets will be developed for streets requiring full or extensive reconstruction work. • Show where house number curb address markings must be added that show house numbers. • The project plans will include specific references to existing pavement type. Overlay work will note requirements for grinding and levelling course construction. Slurry, chip seal (ARAM) and microsurface work will include requirements for pavement preparation and crack sealing. • The construction plans will be prepared in AutoCAD format, printed and signed on 24"x36"bond sheets. Electronic files will be provided in .dwg and .pdf format. The final "As Built"plans will be printed and signed on 24"x36" mylar sheets. • Project specifications will include technical specifications and special provisions describing the requirements for each bid item and construction requirement. Each bid item will be listed separately, and include a description of work, material requirements, and description of payment unit and method. The specifications will include a construction schedule, which will account for City holidays, street sweeping,trash collection, school calendar, and special events or restrictions. The specifications will include specific requirements for conforming to stormwater pollution protection (Note: No SWPPP is proposed in this scope). • Specifications will be prepared with Microsoft Word,printed and signed on 8.5"x11" bond paper. Electronic files will be provided in .doc and .pdf format. • The Engineer's Estimate will include each bid item, quantity, and estimated cost base on similar recent construction bids. The Estimate will be prepared with Microsoft Excel, printed on 8.5"x11"bond paper. Electronic files will be provided in .xls and .pdf format. 6. Construction Phase Consultant will support the City throughout the bid period as needed to answer questions, respond to Requests for Information (RFI's), and prepare bid addenda. Consultant shall assist the City in reviewing the bids and recommending award. Consultant will attend the 01203.0006/503310.6 EQG A-10 preconstruction meeting. Consultant will be available to assist the City during construction if needed to respond to RFI's and answer design related questions. 7. Survey Monumentation The proposed Engineering Design Services for Residential Streets Rehabilitation Project, Areas 3 and 4, will require survey monument preservation/perpetuation in accordance with state law (e.g., California Business & Professions Code § 8771). Consultant will coordinate with subcontractor KDM Meridian to develop a comprehensive search and database of existing survey monuments located within the project limits, and that may be affected by the proposed work. Findings will be provided to the City. Consultant will discuss options with the City for the protection or re-establishment of monuments during and after construction, with the goal of providing the most cost effective and legally conforming end product. All monuments that are set shall be documented and provided to the County Surveyor for recording. NOTE: The nature of existing monumentation is not known at the time of entering into this Agreement. The extent of work necessary to ascertain the current conditions, and the legal requirements for reestablishing survey monuments, is estimated only, and is proposed as an allowance. We are ready and willing to provide any such necessary surveying work, and to discuss the particular details and legal requirements with City staff. KDM's proposed scope of work includes the following: 1. KDM Meridian Scope of Work Based on preliminary research, Areas 3 &4 contain approximately 78 streets with an estimated 718 potential monuments requiring preservation/perpetuation. This number is the result of counting record positions of monuments (per preliminary research of retrieved maps/documents) and adding a 20% contingency based on prior experience. i. Project Approach and Scope of Work for Survey Services Phase I—Research & Preparation The process of executing this preservation/perpetuation project begins with a complete research of record documents and maps at the City and County offices to determine the potential position of all monuments and references (ties). Due to the large number of monuments and associated maps/documents, the project will be split up into manageable zones/segments. This will allow field crews and office staff to manage, complete, and release-for-construction specific portions of the project, which will permit construction crews to continue their work in a timely fashion. 01203.0006/503310.6 EQG A-11 Scope of Work a. Perform record research with the County Surveyor and City of Rancho Palos Verdes. b. Organize collected documents/maps by zone/segment for efficient field inventory. Phase II—Pre-Construction Monument Preservation/Perpetuation The field portion of the pre-construction monument preservation has been separated into two distinct work flows, specific to the type of street construction: Dig-outs/Grind and Overlay Segments - existing monumentation found in these segments will be destroyed by construction and must be tied out prior to the demolition of asphalt. Buried and surface monuments will be located, reference ties will be found and/or set, and measurements will be taken. Slurry/Micro-Surface Cap Segments—monuments found on the surface within these segments will be identified(painted/marked)by KDM for the city's contractor to place a temporary protective "patch"to be removed after construction (by contractor) so that the character of the existing monument is not changed. A corner record may be required dependent on the existing ties, existing records, and the results of measurements made. Non-record monuments will be treated similarly, but a corner record must be filed with ties in order to enter it into the record. Buried monuments will require the labor-intensive removal of asphalt to expose the monument and it will be physically removed if less than 4"below the asphalt surface to allow for a new monument to be set above. This new monument will be set in the current surface (prior to construction) and will require a protective "patch" as described for the surface monument in the preceding paragraph. The depth of a buried monument can greatly affect the time required to expose the monument by removing the asphalt without damaging the monument. The office portion of the pre-construction monument preservation includes the preparation of pre-construction corner records that may be required dependent on the existing ties, existing records, and the results of measurements made. Non- record monuments will be treated similarly,but a corner record must be filed with ties to enter it into the record. Copies of corner records will be provided to the City& Sunbeam upon their recording with the County Surveyor. Scope of Work a. Field identify existing monuments, their condition (on surface, buried, destroyed/disturbed/missing), and adjacent ties. 01203.0006/503310 6 EQG A-12 b. Set additional ties and rehabilitate monument positions to the surface as necessary. c. Survey locations of monuments and ties as necessary for the preparation of corner records. d. Prepare and file corner records as necessary. Phase III—Post-Construction Monument Reset After construction is complete, for those monuments that were destroyed, a new monument will be set in the surface of new paving and a post-construction corner record will be prepared and filed describing the final character of the monument and ties. Scope of Work a. Reset new monuments in finished surface of dig-out areas and grind/overlay areas where monumentation was destroyed. b. Prepare and file corner records with Los Angeles County as necessary. c. Provide copies of filed Corner Records to Sunbeam and the City. ii. Notes, Assumptions, and Exclusions 1. Where a hole in the existing pavement exists or is created in exposing a buried or disturbed/lost monument position, the City will direct that the contactor leave a stable and permanent surface for the new monument to be set through appropriate construction methods (e.g. asphalt removal and patch). 2. Pursuant to California Business & Professions Code § 8771, Records of Survey may be filed in lieu of Corner Records (CRs). KDM will determine the appropriate document to file with the County Surveyor that will result in the most efficient method to complete the project. 3. The estimated monument counts shown in the Estimated Fees is based on Preliminary Research of centerline monuments,preliminary construction plans provided to KDM, and work performed for the previous residential street rehabilitation of Areas 2, 6, and 7. If field conditions vary from this estimate, the client will be notified. 4. Within the Slurry/Micro-Surface Cap Segments, monuments found within 0.03' of the existing road surface will be considered"on the surface". The contractor will place a temporary protective patch over these surface monuments and the patch will be removed (by the contractor), exposing the monument, once the slurry is complete. The same holds true for monuments reset in the surface prior to the slurry coating. 01203.0006/503310.6 EQG A-13 5. Lead Time—KDM will need to receive the notice to proceed a minimum of 4 weeks prior to the start of construction to ensure a sufficient amount of street has been cleared so as to not impact the construction schedule. Additionally, KDM will need to be provided an accurate construction schedule identifying the order/path of construction. 6. If a monument is missing or found to have been disturbed, the re-establishment of the monument may require unknown additional effort including surveys of its relationship to adjacent controlling elements and possibly requiring a record of survey to be filed. Missing and disturbed monument reestablishment is not part of this scope, but a separate scope and fee can be prepared if requested by the City or Sunbeam. 7. KDM will comply with prevailing wage rates requirements and submit certified payroll as requested. 8. It is assumed the neither Traffic Control, nor Traffic Control Plans, will be required to perform the described within this proposal. If either of these is required, a separate scope and fee can be prepared. 9. Private Streets—preliminary research indicates that, Burrell Lane (formerly Sunrise Lane), Calle Stellare, Estrella Court, Estrella Del Mar, Mela Lane are private streets and have been excluded from this proposal. 10. Park Place—Although Park Place is part of this paving project, LA County's Land Records Website does not show a monumented right-of-way and has been excluded from this proposal. 11. It's estimated that 30% of the streets will be Grind& Overlay with the remainder being Slurry/MicroSurface Cap. 8. Design Deliverables 1. Plans, Specifications and Estimate for PCC Curb, Gutter, Driveway, and ADA Curb Ramp Improvements. 1 A Preliminary Draft Submittal 1B Final Submittal, with Engineers stamp and signature 1C Attend Preconstruction Meeting 1D Construction Support 1 E As-Built Plans 2. Plans, Specifications and Estimate for Pavement Rehabilitation Improvements, and Sign Replacement and Installation Improvements. 01203.0006/503310.6 EQG A-14 2A Preliminary Draft Submittal 2B Final Submittal, with Engineers stamp and signature 2C Attend Preconstruction Meeting 2D Construction Support 2E As-Built Plans 3. Survey Monument Investigation and Restoration 3A Record Research with County and City; Plan for field inventory 3B Pre-construction Survey Monument Investigation, Tie-outs, and File Maps with City and County 3C Post-construction Survey Monument Investigation, Tie-outs, and File Maps with City and County 9. Construction Oversight Consultant will provide an experienced construction technician to oversee the performance and quality issues of the construction general contractor, construction inspector, and coordinate with the testing laboratory for testing and validation of materials during construction. Jim Pugh has provided similar services to the City on various construction projects for the past 8 years. He will work an average of 5 hours per day for 90 working days during construction activities. 1. Deliverables • Copies of correspondence to the Contractor, Inspector, and City Certified Arborist • Areas that are displaced due to tree root intrusion will be evaluated by a Certified Arborist. Trees will be noted as suitable for root pruning, for removal, or to leave as-is. Note: Reimbursement will include a 10% overhead for arborist subconsultant. • Arborist recommendation report 10. Personnel 1. Charles Stephan, PE, LEED AP, Vice President, Principal /Design Engineer/ Project Manager 2. Jim Pugh, Public Works Inspector 01203.0006/503310.6 EQG A-15 RESIDENTIAL ROAD REHAB PROGRAM AREA 3 ROAD DISTRICT NO. 3: PENINSULA CENTER Beechgate Dr Larchbluff Dr Blackhorse Rd Littlewood Dr Browndeer Ln Lone Valley Dr Deepbrook Dr Longhill Dr Delacroix Rd Nokomis Rd Diamond Head Ln Cation Dr Elkridce Dr Oconto Av Elmbridge Dr Rockhurst Ln Falcon Rock P1 Rockvalley Rd Fawnskin Dr Seashell Way Flaming Arrow Dr Silver Arrow Dr Golden Arrow Dr Silver Moon Ln Hales Corner Rd Silver Spur Rd Hawkhurst Dr Sunny Point P1 Hawthorne Blvd Warrior Dr Honey Creek Rd c) at I, ii,*()'414.filik Z ik- / c 0 .- • 't' CO .14 4CON - 1 ev SN ..,-.44,- 4. w-v4,4 -••?" ?cm iii, tor (,,4e* '4?-4;41-.414o DR' -:','. '.*:+0-• o 47 4 % 4 ‘.•-....„6,?, %gm LN tu 4,,, 9 .., (5) , D. ' 7-41PA.-\#494) 71 ,., ct, . , . • 0 c, 0 (/7k • , AC, 4ZN/tIk F 1 D‘47 DR 4° i'll 27:00174.3 i'lle': (:)t).Q111'• ‘ I ;111 :` ‘-'>irc76),76‘,5„ I, 'XI ce.,, d ..'k 4‘• RD ct ..... ic.9 ii. 03. ,I IlA 01203.0006/503310.6 EQG Al 6 RESIDENTIAL ROAD REHAB PROGRAM AREA 4 ROAD DISTRICT NQ, 4: CREST ROAD Amber Sky Dr Ocean Terrace Dr San Clemente Dr Anacapa Oceanaire Dr Santa Barbara Dr Beachside Dr Oceanpart Rd Santa Catalina Dr Burrell Ln Oceanridge Dr Scotwood Dr Canal Pacifica Dr Sea Rdae Circle Coveview Dr Park PI Seacrest Dr Crenshaw Blvd Pinecastle Dr Seaside Heights Dr Crest Rd Quailwood Dr Stonecrest Rd Crestridge Rd Robinview Ln Sunnl:st Dr Crestwind D.- Valley View Rd High ridge Rd /47* White/cliff Dr Meadowdale Lr-, J. Whitey Collins Dr pc• tt Mela Ln Sit* F ,' illi ' t,ich— — 1------- ...- Middlecrest Rd Mistridge Dr Moonmist Dr *: ,,,,,A1,4, -',--, -„,,, riiloro Bay Dr ',A - ..,cfk• : I: Newstar Dr A .vigi• ,' ..,.. 0 c Northbay Rd , „,... ..,..;-, ' .1 4.,.-----;,,, , A. , Ai , ,,, e--. z , ,. 1 ----7r. ..„,..j. po tr: 2 4- 1. 1' ^* 1 ej4Sts, ' ,,,, 4.y.fr 4 . e,. f.,, \,..t.- --\\ 4 4.- , '44 . tt ; PARK lt, --,......-......-_____„4. , - 01203.0006/503310.6 EQG Al 7 B. INSPECTION SERVICES FOR THE ABALONE COVE SEWER SYSTEM IMPROVEMENTS PROJECT The Abalone Cove Sewer System Improvements Project shall consist of improvements to the lift stations and control panels of the Abalone Cove Sewer System. Consultant will provide Inspection Services as follows: 1. Consultant's inspector will be the point person for the project, interacting with the contractor, the Project Manager and Designer 2. Inspect the work for quality and compliance with plans, specifications and best construction practices 3. Keep accurate record of all daily activities to create a comprehensive history and to monitor all work performed beyond the base-bid scope of work 4. Assist with the measurement of work and monitoring project costs 5. Monitor the Project Schedule and provide guidance to assure the job progresses 6. Prepare a punch list and monitor the remedial work through to the final acceptance 7. Attend all relevant meetings 8. Keep the City Project Manager appraised of all activities and issues on the project through continual communications 9. Assist with the closing out of the project C. INSPECTION SERVICES FOR THE HESSE PARK PARKING LOT AND LIGHTING DESIGN PROJECT The Hesse Park Parking Lot and Lighting Design Project will include: the reconfiguration of the existing curbs and islands; improve surface drainage; install new sidewalks and curb ramps; repave and stripe the parking lot and adjacent driveways; and install new lighting. A new storage building will also be built. Consultant will provide Inspection Services on this project as follows: 10. Consultant's inspector shall be the point person for the project, interacting with the contractor, the Project Manager, Designer, Residents and all other stakeholders and to assist with public relations. 11. Inspect the work for quality and compliance with plans, specifications and best construction practices. 12. Keep accurate record of all daily activities to create a comprehensive history and to monitor all work performed beyond the base-bid scope of work. 01203.0006/503310.6 EQG A-18 13. Assist with the measurement of work and monitoring project costs. 14. Monitor the Project Schedule and provide guidance to assure the job progresses with the City's and residents' best interest in mind. 15. Prepare a punch list and monitor the remedial work through to the final acceptance. 16. Attend all relevant meetings. 17. Keep the City Project Manager appraised of all activities and issues on the project through continual general communications. 18. Provide safety oversight, especially with regards to the general public. 19. Assist with the closing out of the project. D. INSPECTION SERVICES FOR THE SIGN REPLACEMENT PROGRAM City has identified 576 signs that require immediate replacement, plus another 458 that would require replacement within 2 years. Consultant will replace the first 600 signs that need immediate replacement during FY 2018-19, and the remaining signs during FY 2019-20. E. INSPECTION SERVICES FOR THE PVIC LIGHT REPLACEMENT PROJECT The PVIC Light Replacement Project will comprise replacement of the 54 trail and general area illuminated bollards; the installation of 3 new solar powered parking lot lights and 8 gravel lot lights; the replacement of other exterior lighting systems with LED lighting; and the removal of old concrete bollards and capping the underground wire feed from the removed lights. Consultant will provide Inspection Services for the project in addition to the services as described in Exhibit"A", as follows: 20. Inspection of foundations to ensure the contractor coordinates with utilities. 21. Ensure that the installation complies with all requirements. 22. Ensure that the contractor is constantly aware of working in a very public facility that constantly receives guests and maintains clean and neat working conditions and ensures the maximum access for parking and access to all areas of the facilities. 23. Photograph conditions and activities throughout the project. 24. Liaise with City's Contract Officer to keep City fully abreast of all aspects of the project. 25. Monitor the work as equipment is installed; document the activities, progress, and all other relevant information. 01203.0006/503310 6 EQG A-19 26. Produce daily inspection reports. 27. Monitor barricades and safety precautions used by contractor. 28. Measure work performed and or hours worked on potential change order work. 29. Provide all other services related to the inspection of the work performed by the contractor. F. OVERSIGHT SERVICES FOR THE STREET LIGHT CONVERSION PROJECT The Street Light Conversion Project will cover conversion of 2,000 streetlights city-wide to LED, and the work will be performed by three crews. The contractor anticipates each crew completing a conversion every 15-minutes. The contractor plans to work 7-hour shifts, which will result in the project being complete in 5-weeks. Consultant shall provide Oversight Services, as described in Exhibit"A", to assure that proper traffic controls and other safety measures are implemented during the conversion of the streetlight fixtures to LED and any other related work. In addition, the Inspection Services will include: 30. Liaising with the City's Contract Officer to keep City fully abreast of all aspects of the project. 31. Monitoring the work as its installed; documenting the activities, progress and all other relevant information. 32. Producing daily reports. 33. Monitoring traffic controls and all other safety measures the contractor uses. 34. Tabulating work performed and any potential variations or changed conditions that could potentially lead to a dispute. 35. Providing all other services related to the inspection of the work performed by the contractor. 01203.0006/503310.6 EQG A-20 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, and deleted text is indicated in strikethrough. I. Section 1.11, 2014 and 2017 Agreements Superseded, is added as follow: 1.11 Agreement and Amendment No. 1 Superseded. This Amended & Restated Agreement replaces and supersedes the 2014 Agreement and the 2017 Agreement in their entirety. II. Section 4.5, Prohibition Against Subcontracting or Assignment is amended to read: 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Amended & Restated Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. Subcontractors KDM Meridian shall provide professional surveying services, and Subcontractor GS Brothers shall provide certified arborist services, on the Residential Road Rehab Project Area 3 and Area 4. In addition, neither this Amended & Restated Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Amended & Restated Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. III. Section 7.7, Liquidated Damages, is deleted in its entirety. 01203.0006/503310.6 EQG B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the on-call services at the hourly rates provided in Exhibit "C-1", or for large tasks can provide a lump sum proposal, which the City, in its discretion, may or may not accept. Additionally, Consultant will provide the Design Services and Inspection Services described in Section I of Exhibit"A", Scope of Services, at the following rates: RATE TIME SUB- BUDGET A. Design Services Residential Road Rehab See Exhibit C-2 See Exhibit AC- $499,309.40 Project Areas 3 and 4 2 B. Inspection Services Abalone Cove Sewer $128/hr 78 hours $10,000 Improvements Project C. Inspection Services Hesse Park Parking $128/hr 390 hours $50,000 Lot and Lighting Design Project D. Inspection Services Signage Replacement $128/hr 200 hours $25,600 Program FY 2018-19 (600 signs) Inspection Services Signage Replacement $128/hr 140 hours $17,960 Program FY 2019-20 (434 signs) E. Inspection Services PVIC Light $128/hr 45 hours $5,760 Replacement Project F. Oversight Services Street Light Conversion $112/hour 100 hours $11,200 Project G. On-Call Engineering Services FY 2018-19 As needed As needed $120,000 and FY 2019-20** TOTAL $739,829.40 **On-Call Engineering Services may, at City's discretion. be used on specific projects not yet included in the Scope of Services, but that the City's Contract Officer may approve pursuant to the procedures outlined in Exhibit"A". 01203.0006/503310.6 EQG C-1 II. Within the budgeted amounts for each task in the Task Budget, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Task Budget is not exceeded. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services under this Agreement shall not exceed the amount provided in Section 2.1 of this Agreement. 01203.0006/503310.6 EQG C-2 EXHIBIT "C-1" SCHEDULE OF RATES Inspection Services $128/hour Oversight Services $112/hour $168 overtime (between 8.25 hours and 12.25 hours) $224 double time (beyond 12.25 hours) Project Management $133/hour Construction Management $133/hour Civil engineering design $148/hour ADA compliance $130/hour NPDES program $130/hour implementation Staff assistance $128/hour **All hourly rates are inclusive of mileage, equipment, and other incidentals. 01203.0006/503310 6 EQG C-3 EXHIBIT "C-2" RESIDENTIAL STREET REHAB PROGRAM AREAS 3 AND 4 Item Amount 1.Plans,Specifications and Estimate for PCC Curb,Gutter,Driveway, and ADA Curb Ramp Improvements: lA Preliminary Draft Submittal S 1B Final Submittal, with Engineers stamp and signature 13.650.00 1C Attend Preconstruction Meeting S 1D Construction Support and Preconstruction Coordination 10.900.00 1E As-Built Plans Subtotal S 34.21' 2. Plans, Specifications and Estimate for Pavement Rehabilitation Improvements,and Sign Replacement and Installation Improvements: 2A Preliminary Draft Submittal $ 9.550.00 2B Final Submittal, with Engineers stamp and signature $ 3.360.00 2C Attend Preconstruction Meeting $ 750.00 2D Construction Support and Preconstruction Coordination $ 7.910.00 2E As-Built Plans $ 1.005.00 Subtotal S 22.57! 3.Survey Monument Investigation and Restoration # of Cost per INCLUDING 10%UNKNOWN MONUMENT CONTINGENCY Monts each 3A Perform Record Research with County and City; Prepare plan for field inventory 658 S 48.60 S 31.978.80 3B Pre-construction Survey Monument Investigation,Tie-outs, and File Maps with City and County 3B.1 Perpetuate Buried Monuments 275 5 399.60 S 109.890.00 3B.2 Identify Surface/Missing Monuments 362 S 172.80 S 62.553.60 3B.3 Office Mapping Prepare Pre-Const. CRs 428 $ 270.00 S 115.560.00 3C Post-construction Survey Monument Investigation, Tie- outs, and File Maps with City and County 3C.1 Reset Destroyed Monuments 243 S 280.80 S 68.234.40 3C.2 Prepare Post-Constr. CRs 243 S 178.20 S 43.302.60 Subtotal S 431.519.40 01203.0006/503310.6 EQG 5.Certified Arborist Design Recommendations Report $ 11.000.00 TOTAL S 499.309.40 Subconsultants include 8% Overhad cost Items 1D and 2D include Preconstruction Coordination of 4 hours @ 15 days @ S112/hr Item 3 is a proposed budget and based on the actual number of monuments found in the field. 01203.0006/503310.6 EQG C-4 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall complete all on-call work in timely manner, as determined by the City's Contract Officer. The time frames shown below begin when the City's Contract Officer issues the Notice to Proceed for that project. TIME A. Design Services Residential Road Rehab Through June 30, 2020** Project Areas 3 and 4 B. Inspection Services Abalone Cove Sewer 78 hours Improvements Project C. Inspection Services Hesse Park Parking 390 hours Lot and Lighting Design Project (145 hours per fiscal year) D. Inspection Services Signage Replacement 340 hours Program [200 hrs FY 2018-19, 140 hrs FY 2019-20] E. Inspection Services PVIC Light 45 hours Replacement Project F. Oversight Services Street Light Conversion 100 hours Project **Task A: Consultant and City's Contract Officer will develop a detailed schedule upon commencement of the work II. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal and shall not receive additional compensation for work completed after the Task Completion Date. III. The City's Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0006/503310.6 EQG D-1 CITY OF RANCHO PALOS VERDES ON-CALL DESIGN PROFESSIONAL/TECHNICAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 15th day of July, 2014, by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Sunbeam Consulting (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 on-call services as follows: Provide Engineering services to include Civil Engineering Design, Construction Management and project inspection services as requested by Staff. 1.2 Description of Services CONSULTANT shall: provide services as described in the CITY's Request for Proposals, which is attached hereto as Exhibit "A" and incorporated herein by this reference, and in accordance with 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 documents, the terms of this Agreement shall control. In the event of any conflict between Exhibits"A" and "B,"the terms of Exhibit "A" 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 Page 1 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services 2.1 Fee CITY agrees to compensate CONSULTANT in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "B," and shall meet or exceed prevailing wage rates, but shall not exceed twenty-five thousand dollars($25,000) per single project and in any case shall not exceed sixty thousand dollars ($60,000) per fiscal year for services as described in Article 1. On-call services that are reimbursed by a trust deposit shall not count towards the maximum amount CONSULTANT shall be paid for such services. The rates in Exhibit"B"shall be in effect through the end of the Agreement. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Sunbeam Consulting 4315 E. 1st Street Long Beach, CA 90803 2.3 Terms of Compensation CONSULTANT shall submit monthly invoices for the 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 within ten(10)days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY's right to challenge such amount. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days advance written notice. 2.4 Prevailing Wages CITY and CONSULTANT acknowledge that this project is a public work to which prevailing wages apply. The Terms for Compliance with California Labor Law Requirements is attached hereto as Exhibit"C"and incorporated herein by this reference. 2.5 Term of Agreement This Agreement shall commence on July 1, 2014 and shall terminate on June 30, 2018 unless sooner terminated pursuant to Article 4 of this Agreement. Page 2 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services ARTICLE 3 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, death, Page 3 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional Technical Services 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 or authorized 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 or authorized 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. Said policy or policies shall be issued by an insurer admitted or authorized 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. • 3.5 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 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 Page 4 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services 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 premium. Additionally, CONSULTANT shall provide immediate notice to the CITY if CONSULTANT 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 6.15. (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 Page 5 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services performance of the services described in this Agreement. 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 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services 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 §§ 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 Audit The CITY or its representative shall have the option of inspecting, auditing,or inspecting and auditing all records and other written materials used by CONSULTANT in preparing its billings to the CITY as a condition precedent to any payment to CONSULTANT. CONSULTANT will promptly furnish documents requested by the CITY. Additionally, CONSULTANT shall be subject to State Auditor examination and audit at the request of the CITY or as part of any audit of the CITY, for a period of three(3)years after final payment under this Agreement. 6.4 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 Page 7 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services performance of its services under this Agreement, but at all times shall CONSULTANT be responsible for its associates and subcontractors' services. 6.5 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 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. 6.6 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. 6.7 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. Page 8 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional Technical Services 6.8 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. 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. 6.9 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. 6.10 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. Page 9 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services 6.11 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. 6.12 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. 6.13 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. 6.14 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. 6.15 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 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: Michael Throne, Director of Public Works City of Rancho Palos Verdes Page 10 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Chuck Stephan, Sunbeam Consulting Address: 4315 E. 1St Street Long Beach, CA 90803 Page 11 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: Sunbea Consulting ("CO T") By: if Printed ame.&‘k Title: 1(-e`12-a-erl-- By: I pP Printed Name: 4 \ct xtsj ec -' Title: \iikcsL`-'k9e kic\--- Dated: �` " � CITY OF RANCHO PALOS VERDES ("CITY") = Wilb 111114 M to ATTEST: APPROVED AS TO FORM: By: ! � - /1 By: City Clerk City Attorney Page 12 of 12 R6876-0001\1726273v2.doc Agreement for On-Call Design Professional/Technical Services R6876-0001 \ 1726273v2.doc Services Exhibit "A": CITY's Request for Proposals Agreement for On-Ca ll Design Professional/Technical Exhibit "A" May 30 , 2014 Sunbeam Consulting Attention : Chuck Stephan Via email Dear Mr. Stephan : The City of Rancho Palos Verdes would like to include your firm on its list of authorized On-Call consultants . Accordingly we are requesting a copy of your Statement of Qualifications specific to the public works related Engineering Design , Inspection and other relevant services your firm provides and the associated hourly rates . In July 2014 the Public Works Department will be asking the City Council to approve contractual agreements with several On-Call service providers (a copy of the most current contract is attached -this contract may be revised by the City Attorney prior to City Council authorization of the contracts . If this occurs staff will provide you with a copy of the revised standard On-Call agreement). This requires that we receive the requested information within 7 working days (by June 6). If you should have any questions or I can be of assistance, please contact me vie email at rond@rpv .com. The City reserves the right to reject any or all Statements of Qualifications. Thank you , Ron Dragoo Senior Engineer Exhibit "8": CONSULTANT's Proposal , including Schedule of Hourly Rates R6876-0001 \ 1726273v2 .doc Services Agreement fo r On -Call Design Professional/Technical Exhibit "B" C" C r., ' l J ~ T I t: G June 6, 2014 Mr. Ron Dragoo, P.E. Senior Engineer City of Rancho Palos Verdes Department of Public Works 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 4 315 £ 1" Street I ong Bea ch, Ca li fornia 90803 www .sunbeamtech net RE: Statement of Qualifications for Capital Improvement Project Engineering Design, Inspection and Construction Management Services Sunbeam Consulting is a locally owned and operated municipal civil engineering and construction management firm located in Long Beach . We specialize in providing technical services to municipalities in the design and construction of Capital Improvement Projects. Our work includes City street, sewer, storm drain, water system, parks, Americans with Disabilities Act, signing and striping, traffic signal, and landscape improvement projects. The principals of Sunbeam Consulting have decades of experience in program management, project management, construction management, engineering design, and inspection of Capita l Improvement projects. We are able to assist the City in the re quired capacity, and draw upon additional resources if needed during the course of any assignment . Please consider us for inclusion for future projects. Sincerely, Charles Stephan, P.E . Vice President Sunbeam Solar Technolog ies, dba Sunbeam Consulting chuck@su n beamtech .net 310 .525 .0678 Pr o j ect Management • Co nst r uct ton Management • Civil Eng i neer i ng Des ign C 0 N S U L T STA TE MENT OF QUALIF ICATIONS N G Sunbeam Consulting, a dba of Su nbeam Technologies, Inc., provides civil engineering, capital improvement project management, constr ucti on management and inspection services to public agencies and private secto r s in addition to our founding Energy related servi ces . Sunbeam Tech nologies, Inc. wa s established i n 2008 to provide engineering technology des ign, management, and contracting services to public agencies , business, and private cl i ents. Su nbeam 's sen i o r management offers decades of experience on public infrastructure and bui ld ing projects w ith So uthern California agencies. • Civil Engineering • Project Management • Construction Management & Observation • Staff Assistance • NPDES Prog ram Impleme ntation • ADA Assessment & Improvements • Plan Checking • Highway & Infrastructure Design • Storm Drainage & Design • Signing and Striping Plans • Parking Des ign & Analysis STATEM ENT O F Q UALIF I CATI O NS Project Mana ge ment SUNBEAM will streamline Project Management for any client. Our staff works w ith the mos t recogn ized instruments and codes, such as the Pub l ic Contracts Code , the Standard Specifications for Public Works Construction "Green Book", American Institute of Architects documents, Ameri cans with Disabilities Act, the Uniform Bu il ding Code, Caltrans Standard Specifications, American Water Works Association, and local standards to assist clients in managing all project phases, from preliminary design through construction completion. As part of our Project Management services, we develop revisions to 11 Boiler Plate" specifications and bid documents to provide tighter control over the selection and supervision of contractors. SUNBEAM's Project Management services saves time and money. SUNBEAM can develop project funding from Propositions A and C, ISTEA, State and Local Partnership Program, CDBG, STPL, ARRA, SR2S, SRTS, Assessment Districts, energy efficiency p r ograms and others. We encourage our clients to rely upon our funding development experience soliciting funds from all possible sources . SERVICES AVAILABLE PROJECT TYPES • Staff Assistance • Capital Program Coordination • Contract Administration • Community Redevelopment Projects • Cap ital Budget Preparation • Recreation & Parks Facilities • Design/Build Administration • Parking St r uctures and Parking Lots • Performance Contract Adm inistration • Building Construction and Renovation • Mai ntenance Agreement Administration • Design I Build Projects • Funding Applications • Energy Co nservati on Upgrades • Consultant Selection • Utility Relocations & Undergroundings • Preparation of Council Reports • Grant Administration • Prepare Bid Specifications, RFPs, RFQs • Develop Scopes of Work • Develop, Update/Monitor Schedules • Assist with Negotiation of Consultant • Utility Agency & Contractor Contracts • Assist w ith Negotiation of Consultant, Utility • Agency and Contractor Contracts • A nalyses of Budget & Schedule Impacts • Admin of Environmental Requirements • Solar Photovoltaic Systems • Water System Improvements • Sewer Mains & Sewer Lift Stations • Water System Projects • Dra inage Improvements • Street Pavement Projects • Streetscape Improvements • Traffic Syst em Upgrades • Transportation Facilities • Schoo ls, Police and Fire Station Projects ) S TATEM ENT OF Q UALIFI CAT ION S Con struction Mana gement & In spection SUNBEAM's constructi on managers apply many years of experience on Caltrans, municipal, utility and private construction projects . Our team allows you access to some of the most practical Construction Managers and Technicians available . SUNBEAM provides all parties with up to the minute information, and i s sensitive to the special needs of the community. SUNBEAM construction inspectors have experience with parking lots, streets, bridges, highways, heavy civil projects, roadways, utilities, transportation p rojects, rail , wharf and port facilities, federally funded projects, and virtually any other type of municipal or public projects. Our construction inspectors bring many years of accrued ski ll s in dealing with contractors and keeping the projects on track for timely completion. SERVICES AVAILABLE • Staff Assistance • Contract Administration • Cost Estimating and Budgeting • Projected vs . Actual Budget Tracking • Scheduling, Monitoring and Tracking • Change Order Evaluation & Negotiation Airports • Document Controls • Submittal, Shop Drawing & RFI processing • Construction Inspection • Materials Inspection • Specialty Inspection • As-Built Documentation • Federal Fund Requirements Administration • Public Relations for Fire & Police Department Projects • Storm Water Prevention Plan Monitoring • Hazmat Abatement Admin. & Coordination • Claims Avoidance • Full Time Daily Public Works Inspection • Daily and Weekly Reports • Quality Assurance • Photo and Video Documentation • Field Change Coord i nati on • Quantity Measurement and Verification • Manpower and Equipment Tracking • As-Built Documentation • Contract Time Monitoring PROJECT TYPES • Multi-Prime Projects • Streets & Highways • Building Construct i on • Marina, Port & Wharf Projects • Municipal Pool Projects • Parking Structures and Lots • Storm Drains & Sewer Systems • Building Renovations • Natural Gas Pipelines • Railroad Grade Separations • School Projects • Sound Walls & Guard Rails • Park Projects • Municipal Building Construction STATE MENT OF Q UALIFI CATIONS Civil En gin eerin g Desi gn SUNBEAM's talented staff of Registered Professional Engineers and Designers is complemented by a wide range of experience in Engineering Project Design , bo t h in the public and private sectors. Coupled with the latest design software tools, SUN BEAM provi des efficient, cost effective and timely engineering solutions meeting a variety of project requirements. ln addition, SUNBEAM draws from a substantial support base of subconsultants for specialized engineering tasks i ncluding traffic signal engineering, structural engineering, geotechnical engineering and architectural services as needed . SUNBEAM staff have decades of comprehensive civil engineering experi ence . SUNBEAM works with public agencies and private industry clients . Our highly qualified staff has comp leted a diverse range of civil engineering projects for many agenci es and clients throughout Southern California. SUNBEAM has successfully designed and managed the construction of storm sewer, sanitary sewer, and water pi pelines ; curb , gutter, and sidewalks; pavement constructi on; landscaping; streets; traffic signals; parking lots; multi-family structures; drainage facilities; parks; restrooms; publi c bu il dings; and ADA improvements. SUNBEAM wo r ks with bo t h new and ex i sti ng i nfrastructure improvements, and speci ali zes i n rehabilitation , projects. SUNBEAM provi des complete program management services encompassing all aspect of a project o r program f r om conception through completion . SERVICES AVAILABLE • Civil Design • Entitlement & Permitting Services • Public Relations • Agency Proces sing • Expert Witness and Testimony • As-Built Drawings • Plan Reproduction s PROJECT TYPES • Street Overlay, Reconstruction & Widening • Commercial land Development Design • Grading/Drainage Design • Hydrology Studies • Traffic Signalization Projects • Parking lot layout Des ign • Traffic Control • ADA Access i bility • Transit Cent ers • Utility Projects : Water, Sewer, St orm Drain, Natura l Ga s, Electrical , Street lighting, etc. STAT EMENT OF Q UALIFICATI O NS ADA Complianc e SUNBEAM provides effective solutions for ADA compliance to ass i st your organization to comply with the ADA and other relevant Federal, State or local disability-related anti discriminat ion laws. We work with municipal ities and private firms to provi de transition plans and Community Development Block Grant (CDBG ) applicati ons and plan development and review. Our team of ADA experts are well versed in Californ i a disab led access building codes and provide a complete review of construction documents for new developments as well as alterations to pre-ex isting projects. SUNBEAM provides recommenda ti ons for several project types; parking, sidewalks, walkways, doorways, hei ght and reach ranges , hardware, bathroom facilities, common areas . SERVICES AVAILABLE • ADA inspections • ADA aud it reports • ADA accessibility surveys on municipal, state, and comme r cial real properties for ADA Compliance • PS&E for design PROJECT TYPES • Hotels and motels • Office complexes • Small municipa lities • Restaurants • Convenience store chains • Supermarkets • Shopping Cen ter an d Malls • Retail establi shm ents • Hospitals • Fai r hous ing Act covered hou si ng developments w ithi n the Un ited States 5 1 ATEMENT OF Q UALIF ICATIONS NlPDES Pro g ram ~mplementation An effective SWPPP is the key! Sediment and erosion controls and good housekeeping practices should be developed and followed fo r projects otherwise construction activity can result in the discharge of significant amounts of sediment and other pollutants. SUNBEAM SWPPPs are written documents that describe the pollution prevention practices and activities that will be implemented on the site. It includes descriptions of the site and of each major phase of the planned activity, the roles and respons i bilities of contractors and subcontractors, and the inspection schedules and logs . It is also a pl ace that we document changes and modifications to the construction plans and associated stormwater pollution prevention activities. SUNBEAM Is QSO and QSP Certified! SUNBEAM's SWPPP Certified staff can inventory a project's potential sources which are likely to add pollutants to storm water discharges or which may result in non-stor m water discharges , and prepare a plan with an effective combination of BMP's including erosion control, sediment control, dust control and non -stormwater management. The SWPPPs are kept on the job site to be referenced and amended as needed by the storm water professional inspector associated with weekly i nspections, classification changes and rain events. SERVICES AVAILABLE • Site Assessment and Plann ing • Erosion and Sediment Control BMP Selection • Good Housekeeping BMP 's Selection • Inspections, Maintenance and Recordkeeping • Certification and Notification • SWPPP Implementation • Final Stabilization and Permit Termination STANDARD URBAN STORMWATER MITIGATION PLAN SUNBEAM can develop a SUSMP or SWPPP document to address post-construction water quality and habitat impact issues. lt will identify post construction BMP's to be implemented to address storm water pollution and peak flow discharge impacts and is sized to meet specified water quality design and/or peak flow discharge criteria . 6 STATEMEN T OF Q UALIFICATIONS St aff Assis t ance SUNBEAM regularly provides cities and agencies w ith technical personnel who act as a extension of staff. Typically our duties will focus on implementation of capital projects, and may include program/project management, grant/federal aid/Caltrans assistance, design, inspection, or construction management. The work effort i s intended to include the necessary duties to take a project or projects from concept stage through to completion . The in dividual will be responsible to administer the project utilizing the City's systems. The major intent of this scope of work is to deliver the peace of mind that the assigned proj ect or projects are being delivered and managed according to t he Ci ty's requirements without imposing additional tasks on City staff. The sense of order estab li shed by this scope of work w ill free staff up to attend to their day to day duties while reducing the back log of project related work. When the project related work and back log are reduced to a leve l t hat staff can manage, the staff assistance services are no longer needed and may be terminate d . SERVICES AVAILABLE • Project Development • Design Oversight • Project Funding • Public Outreach • Scheduling • Attendance at City Meetings and City Counc il • Plan Checking • Floodplain Management • Contract Bidding and Award • Preparing RFPs • Negotiating w ith Consultants • Utility Coordination I STATEMENT OF QUALIFICATIONS Solar and Ener gy Sy st ems DESIGN SUNBEAM designs and installs photovoltaic solar generating systems for E---+-- various applications including homes, commercial and governmental clients. Systems can range in size from 2kW to 200kW and up . With a full engineering design office and LEED accredited professionals. we are able to produce full working designs, which cover all aspects of the installation including the mounting systems, PV arrays , power conducting systems , inverters and hook up to the utili ty electrical service . In instances where there is no electrical hookup available, battery bank systems can be included In the project. SUNBEAM provides a full documentati on service, produci ng plans and spec ifications and obtaining approval from the administrating authority. We also obtain available rebates, provide the required documentation to obtain tax credits when applicable and in the case of governmental systems apply for grants and/or l oans. INSTALLATION SUNBEAM is able to provide a turn-key operation including installation through an affi liate company, or can provide construction management by biddi ng the constructi on contract and then managing the construction process from start to completion, i ncluding budget, compliance with the NEC codes, specifications and plans. PROJECTS COMPLETED Home projects that the team have designed and installed range in size from 2kW to 12kW systems, all of which have been in Los Angeles County. We have completed PV designs for the Cities of Long Beach, Signal Hill, Culver City and Hawthorne for applications including a police station, park, airport, parking structure and community buildings. (' :: • ~ T 1 II C. 2014 RATE SHEET Principal-In-Charge Sen ior Engineer Project Manager Construction Manager Resident Engineer Project Engineer Design Engineer Associate Engineer Project Controls Construction Observer CAD Technician Technician Administrative & Clerical Support 4315 E l " Street long Beach , California 90803 www.sunb eam t ec h .net Hourly Rate $ 160.00 $ 160.00 $ 130.00 $ 130.00 $ 180.00 $ 130.00 $ 110.00 $ 100.00 $ 100.00 $ 95.00 $ 80.00 $ 80.00 $ 65 .00 Pr o j ect M anageme nt • Con stru ct ion Manageme nt • Civ il Engi n ee ri ng Desig n Exhibit "C": Terms for Compliance with California Labor Law Requirements 1. CONSULTANT acknowledges that the project as defined in this Agreement between Contractor and the CITY, to which this Terms for Compliance with California Labor Law Requirements is attached and incorporated by reference , is a "public work " as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1 "). Further, CONSULTANT acknowledges that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations ("DIR") implementing such statutes. CONSULTANT shall perform all work on the project as a public work . CONSULTANT shall comply with and be bound by all the terms , rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2 . California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. CONSULTANT acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and CONSULT ANT shall post such rates at each job site covered by this Agreement. 4 . CONSULTANT shall comply with and be bound by the provisions of Labor Code Sections 177 4 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages . CONSULTANT shall , as a penalty to the CITY, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Dl R for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by CONSULTANT or by any subcontractor. 5 . CONSULTANT shall comply with and be bound by the provisions of Labor Code Section 1776, which requires CONSULTANT and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Se ction 1776; and inform the CITY of the location of the records . 6 . CONSULTANT shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq . concerning the employment of apprentices on public works projects . CONSULTANT shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, CONSULTANT shall provide CITY with a copy of the information submitted to any applicable apprenticeship program . Within sixty (60) days after concluding work pursuant to R6876-0 00 1\1726273v2 .doc Services A greement for On-C all Design Prof ess ionalrre chnical Ex hibit "C " this Agreement, CONSULTANT and each of its subcontractors shall submit to the CITY a verified statement of the journeyman and apprentice hours performed under this Agreement. 7. CONSULTANT acknowledges that eight (8) hours labor constitutes a legal day's work . CONSULTANT shall comply with and be bound by Labor Code Section 1810 . CONSULTANT shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. CONSULTANT shall, as a penalty to the CITY, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by CONSULTANT or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one ( 1) calendar day and forty ( 40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code . Pursuant to Labor Code section 1815, work performed by employees of CONSULTANT in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1/2 times the basic rate of pay. 8. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, CONSULTANT hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code , and I will comply with such provisions before commencing the performance of the work of this contract." 9. For every subcontractor who will perform work on the project, CONSULTANT shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700 , and CONSULTANT shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. CONSULTANT shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages . CONSULTANT shall diligently take corrective action to halt or rectify any failure. 10. To the maximum extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend (at CONSULTANT's expense with counsel reasonably acceptable to the CITY) the CITY, its officials, officers, employees, agents and independent contractors serving in the role of CITY officials , and volunteers from and against any demand or claim for damages , compensation , fines , penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including R6876-0001 \1726273v2.doc Services Agreement for On-Call Desi gn Professional/Technical Exhibit "C" CONSULTANT, its subcontractors , and each of their officials , officers , employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages , attorneys' fees , and other related costs and ex penses . All duties of CONSULTANT under this Se cti on shall survive termination of the Agreement. R6876-0001 \1726273v2.doc Service s Agreement for On-Call Design Professional/Technical E xh ib it "C "