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GeoLogic Associates AGREEMENT FOR PROFESSIONAL SERVICES i2 51- is made and entered into as of this da of March 2005, THIS AGREEMENTY by and between the City of Rancho Palos Verdes, a municipal corporation, hereinafter designated as "City", and GeoLogic Associates, hereinafter designated "Consultant." RECITALS A. City desires to utilize the services of Consultant's employees, Mr. Brian Constant and Mr. Bob Dickey, to be members of the Geotechnical Board of Appeals (the "Board") that will provide City with independent third-party review of certain conflicting geological and/or geotechnical data that has been prepared in connection with proposed projects within the City. The stated purpose of the Board is to hear appeals from the determinations of the City's geotechnical consultant as to whether or not, by reason of geologic or soils conditions, a building site or proposed grading work is unsafe, or one or more geologic or soils reports are required before the safety of such site or work can be determined, and to review the adequacy of geological and soils reports. B. Consultant represents that Mr. Constant and Mr. Dickey are qualified to perform such services by virtue of their experience, training, education and expertise. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1 • 1. Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement and the provisions of Chapter 2.40 "Geotechnical Board of Appeals" of the Rancho Palos Verdes Municipal Code, which is attached hereto as Exhibit 'A' and made a part hereof by this reference, Consultant has been requested to provide independent third-party review of certain conflicting geological and/or geotechnical data that has been prepared in connection with proposed projects within the City and to resolve disagreements between geological and geotechnical experts. Mr. Constant and Mr. Dickey are the individuals who are assigned by Consultant to be its representatives in connection with this Agreement and the work that Consultant will perform. 1.2 City Representative. For the purposes of this Agreement, the City Representative shall be the Director of Planning Building and Code Enforcement (the "Director"), or such other person designated in writing by the Director (the "City Representative"). The Director shall designate the experts who will serve on the panel for a particular project, as set forth in Section 2.40.020 of the Rancho Palos Verdes Municipal Code. 1.3 Time for Performance. Consultant shall commence the services under this Agreement immediately upon receipt of a written request for such services from the City Representative and shall perform all services with reasonable diligence. 1.4 Impartial Review. Consultant hereby acknowledges and agrees that although City has retained Consultant, Consultant is charged with providing an impartial analysis of the geological and geotechnical data related to particular projects and to resolve disagreements between geological and geotechnical experts. Consultant 2 further acknowledges and agrees that Consultant shall not, either individually or with other members of the Board, meet privately with either the City, its geologists or its geotechnical engineers; the applicant, its geologists or its geotechnical engineers; or with any other person or entity who has an interest in the particular project. Nothing in this provision shall be construed to prohibit members of the Board from meeting with one another privately to discuss the geological and geotechnical data. 2. Term. This Agreement shall commence on March DV, 2005 (the "Effective Date"), and shall continue in full force and effect until terminated by either of the parties hereto in accordance with the provisions of Section 11 of this Agreement. 3. Compensation. City shall pay Consultant at the hourly rates that are specified in Exhibit `B' to this Agreement, which is attached hereto and incorporated herein by this reference, for all services provided under this Agreement. Consultant hereby agrees acknowledges and that Cityshall pay Consultant's compensation under this g Agreement solely from funds that have been deposited with City and are held in trust for this purpose. City shall not withhold applicable federal or state payroll or other required taxes, or other authorized deductions from each payment made to Consultant. 4. Method of Payment. 4.1 Invoices. Consultant shall submit to City invoices for all services performed pursuant to this Agreement during the preceding month. The invoices shall describe the services rendered during the period and shall show the number of hours worked, and the services that were performed. 3 4.2 City shall review such invoices and shall notify Consultant in writing of any disputed amounts. City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice. 5. Standard of Performance. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances. 6. Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of .. - Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that Consultant or any of its agents or employees are in any manner the agents or employees of City. Consultant agrees to pay all required taxes on payments City makes to Consultant for services providedpursuantAgreement.to this A reement. Consultant shall fully comply with the workers' compensation laws regarding Consultant and Consultant's employees. Consultant agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. 7. Ownership of Work Product. All reports, documents or other material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon their use. Such material shall not be the subject of a copyright application by Consultant. 4 8. Hold Harmless. City acknowledges that Consultant is being retained to serve on a Board to resolve differences between geological/ geotechnical experts, that the Board is providing impartial analysis and recommendations based on their combined professional judgment and are not preparing geotechnical designs for any future structures on properties or insuring that the stability is sufficient to safely support such structures. Accordingly, City hereby covenants and agrees to hold Consultant harmless from liability for any advice, opinions, conclusions or recommendations made by Consultant pursuant to this Agreement. 9. Conflict of Interest. Consultant and its employees will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its employees shall not perform work for another person or entity for whom Consultant is not currently performing work (including, without limitation, any person or entity that is affiliated with or related to the applicant or the appellant) that would require Consultant or one of its employees to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 10. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. The time required from Consultant to assist City shall be remunerated by City in accordance with Section 3. 5 • 11. Termination. City shall have the right to terminate this Agreement for any reason on fifteen (15) calendar day's written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on thirty (30) calendar day's written notice to City. Consultant shall be paid for services satisfactorily rendered to the last working day the Agreement is in effect, and Consultant shall have no other claim against City by reason of such termination. 12. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery, if delivered by hand or overnight courier service during Consultant's and City's regular business hours or by facsimile before Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. If to City: Director of Planning, Building and Code Enforcement Kit Fox, Senior Planner City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 If to Consultant: GeoLogic Associates Brian D. Constant 3921-A E. La Palma Ave. Anaheim, CA 92807 13. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, 6 marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 14. Non-Assignability; Subcontracting. Consultant shall not assign or subcontract all or any portion of this Agreement without the written permission of City. Any attempted or purported assignment or sub-contracting by Consultant shall be null, void and of no effect. However, this Section shall not prevent Consultant from having other employees at GeoLogic Associates perform certain work pursuant to this Agreement under Mr. Constant's and Mr. Dickey's supervision and direction. 15. Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations. 16. 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 City of any payment to Consultant constitute or be construed as a waiver by 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 City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 17. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees. 7 f . 18. Insurance. During the term of this Agreement, Consultant shall maintain in effect automobile insurance in accordance with the requirements of California State law. 19. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and supersedes Agreement. This all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties to this Agreement. 20. Section Headings. The section and subsection headings used herein are for reference and convenience only and shall not be used in any manner in the interpretation hereof. • 8 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. CITY OF RANCHO PALOS_YERDES By: City Manager ATTEST: By: ) City erk GeoLogic Associates "CONSULTANT" By: /. (name/title) By: M J - (name/title) y 9 Exhibit 'A' RPVMC Chapter 2.40 GEOTECHNICAL BOARD OF APPEALS Sections: 2.40.010 Created. 2.40.020 Members. 2.40.030 Meetings. 2.40.040 Record of Board Actions. 2.40.050 Compensation. 2.40.060 Quorum. 2.40.070 Procedure. 2.40.010 Created. A geotechnical board of appeals is created and established to hear appeals from the determinations of the city engineer or the city geologist as to whether or not, by reason of geologic or soils conditions, a building site or proposed grading work is safe or unsafe; a geologic or soils report is required before the safety of such site or work can be determined, or to resolve a dispute between two or more geotechnical engineers or geologists about the geologic conditions that are present on a particular site or the actions that a project applicant must take to address the site conditions as part of the development of the proposed project. Such geotechnical board of appeals is hereinafter in this chapter referred to as the board. The board shall serve as a board of review of the adequacy of geological and soils reports and shall provide for interpretations of data, opinions, conclusions or any one or more thereof contained in such reports. As an alternative to the process established by this chapter, the City Council may appoint a panel of geotechnical experts to address significant and ongoing geologic issues that affect just a particular property. 2.40.020 Members. The board shall consist of three members and two alternates who shall be appointed by a majority of the entire city council and who shall serve at the pleasure of the city council. Two of the members and one alternate shall be qualified by education, state registration, training, experience and prominence in the field of engineering geology, and one regular member and one alternate shall be qualified by education and state registration as civil engineers, and by training, experience and prominence in the field of soils engineering. The term of office for each board member and alternate is four years, and shall continue thereafter until a qualified successor has been appointed by the city council. Should any vacancy exist on the board, an appointment shall be made in like manner for the unexpired portion of the term. The director of planning, building and code enforcement, in consultation with the city attorney, shall designate the three members of the panel that will address a particular appeal as follows: at least one of the panel members shall be qualified by education, state registration, training, experience and prominence in the field of engineering geology, and at least one panel 10 member shall be qualified by education and state registration as a civil engineer, and by training, experience and prominence in the field of soils engineering. After consulting with the two members of the panel from each of the aforementioned disciplines and the city attorney, the director shall designate the third member of the panel from the discipline that is most relevant to the issues that were raised by the appeal. No two members of any panel shall be affiliated with each other, and no panel member shall be affiliated with any of the parties to the appeal or any of their experts. The director's decision regarding the members of each panel shall be final. 2.40.030 Meetings. The board shall hold at least one regular meeting during each calendar year at such time and place as is designated in the rules and regulations of the board. Special meetings may be called by the chairperson or by a majority of the board: If any regular member is absent from any meeting or, by reason of disqualification or otherwise, does not participate in a particular case, the alternate member shall serve in his or her place at such meeting and in such case shall be deemed a regular member. 2.40.040 Record of Board Actions. The director of planning, building, and code enforcement, or his or her designee, shall act as the secretary of the board. The board may adopt rules and regulations for the transaction of its business and shall keep a record of all its resolutions, actions, findings and determinations. Minutes, resolutions, and official records shall be filed with the city clerk. 2.40.050 Compensation. Each member of the board shall receive compensation to review reports that have been prepared regarding particular projects and to attend meetings of the board at the hourly rate that said member typically charges to perform similar work for its clients, which shall be set forth as an exhibit to the board member's agreement with the city. The rates to perform work as a board member shall be within a reasonable range of rates that are typically charged by other experts in the particular discipline. Board members shall be reimbursed for transportation and meals pursuant to the same policy guidelines that are applicable to city employees. Invoices for work performed and allowable expenditures shall be submitted monthly for the preceding month and shall be supported by adequate documentation, as determined by the director of finance or his or her designee. Undisputed invoices shall be paid within thirty calendar days of receipt. 2.40.060 Quorum. A quorum shall consist of three members of the board. A majority vote of the members of the board shall be required for board action. 11 2.40.070 Procedure. A. Appeal. An appeal may be filed by any person dissatisfied with a decision or decisions of the city engineer or city geologist as to whether or not, by reason of geologic or soils conditions, a building site or grading work is safe or unsafe; a geologic or soils report is required before the safety of such site or work can be determined, or to resolve a dispute between two or more geotechnical engineers or geologists about the geologic conditions that are present on a particular site or the actions that a project applicant must take to address the site conditions as part of the development of the proposed project. Such appeal shall be filed in writing with the secretary of the board within thirty days after the date of the city engineer's or city geologist's decision and must be supported by a written opinion or letter from a geotechnical engineer or an engineering geologist, which must be submitted to the secretary concurrently with the appeal. At the time of filing the appeal, the appellant shall pay the filing fee established by resolution of the city council and shall deposit funds to be held in trust by the city, as estimated by city staff, to pay for the full cost of having the board review the disputed decision. Appellant shall deposit such additional amounts to be held in trust, following written notice from city staff that additional funds are necessary to pay for the full cost of having the board review the disputed decision. B. The form and notice of the appeal shall include the name and address of appellant, the street address or legal description and location of the premises covered by the appeal, and a statement of the grounds of the appeal or how there is an error in the decision being appealed. C. Hearing. Upon accepting a notice of a complete appeal, the secretary of the board shall set the matter for consideration before the board not more than ninety days after the acceptance of the notice of appeal. The secretary shall give notice in Y writing to the appellant and any affected party not less than ten days prior to the hearing. At the meeting on appeal, the board shall hear the appellant and any affected party and shall consider the testimony and any other written evidence, which in its opinion is material. The city engineer or city geologist or his or her authorized representative shall attend said meeting to explain the basis for the decision being appealed. D. Decision. Based upon the evidence presented at the hearing, the board shall affirm, reverse or modify the disputed decision. Said decision shall be rendered within thirty days following the last meeting at which the board considered the appeal. Within ten days after the decision of the board is rendered, the secretary shall notify the appellant and any other affected party of the decision. 12 r, S • , EXHIBIT 'BGeo—LoqiC ASS © CIATES PERSONNEL CHARGES PROFESSIONAL STAFF: Staff Engineering Geologist/Hydrogeologist/Engineer 83.00/Hour 1 Project Engineering Geologist/Hydrogeologist/Engineer 103.00/Hour Senior Engineering Geologist/Hydrogeologist/Engineer 32.00/Hour Supervising Engineering Geologist/Hydrogeologist/Engineer 150.00/Hour Principal Engineering Geologist/Hydrogeologist/Engineer 170.00/Hour FIELD STAFF: 56.00/Hour Field Technician 1 71.00/Hour Field Technician II 85.00/Hour Senior Field Technician 80.00/Hour Prevailing Wage ,SUPPORT STAFF: Laboratory Technician 85.00/Hour CADD/Design er Draftsperson 85.00/Hour 60.00/Hour Geotechnical Draftsperson 50.00/Hour Geotechnical Clerk/Typist 60.00/Hour Word Processor *Overtime Premium is 30%of PERSONNEL CHARGE *A surcharge of 20%of PERSONNEL CHARGES is applicable to personnel working in hazardous materials environments to compensate for costs associated with hazardous materials operations training and personnel medical examinations. EQUIPMENT CHARGES HNU(Photoionization Meter) 100.00/DayOVA(Organic Vapor Analyzer) 130.00/Day100.00/Day BAT Permeameter 350.00/Day Inclinometer *Reduced rates will apply to extended usage EXPENSES Vehicle Use for Field Services(added to appropriate"PERSONNEL CHARGE") 7.00/Hour Per Diem 90.00/pers Outside Services(Consultants,Surveys,Chemical lab Tests,etc.) Cost+ 15% Reimbursables(Maps,Photos,Permits,Expendable Supplies,etc.) Cost+ 15%Cost+ 15% Outside Equipment(Drill Rig,Backhoe,Monitoring Equipment,etc.) PERMITS,FEES AND BONDS The costs of allP ermits,fees,and performance bonds required by government agencies are to be paid by the Client, unless stated otherwise in an accompanying proposal. INSURANCE GeoLogic Associates,Inc.carries workers'compensation,comprehensive general liability and automobile with policy limits normally acceptable to most clients. The cost for this insurance is covered by the fees listed in this schedule. P Cost of any special ecial insurance required by the Client,including increases in policy limits;adding additional insured parties and waivers of subrogation,are charged at cost plus 15%. Unless otherwise stated,such charges are in addition to the estimated or maximum charges stated in any accompanying proposal. Schedule 2004-A (Continued on Reverse) Effective through 08/31/05 13 c t • . Gdb-Logic . ....: , • . _, • EXHIBIT 'B ' ASSOCIATES LABORATORY TESTING Triaxial Compression Test(CD with pore pressure) $500.00/Test p Triaxial Compression Test(CU with pore pressure) 360.00/Test Triaxial Compression Test(UU) Direct Shear Test(at natural moisture) _ 42.00/Point Direct Shear Test(saturated-strain rate 0.0084 inch/min.) 52.00/Point Direct Shear Test(saturated,recycled-strain rate 0.0084 inch/min.) _l 00.00/Point Direct Shear Test(ASTM 3080-consolidated drained) 105.00/Point Direct Shear Test(ASTM 3080-consolidated drained,residual) 210.00/PointConsolidation Test(without rate data) 115.00/Test Consolidation Test(single point) • 80.00/Test Consolidation Test Rate Data(per load increment) 50.00/each Unconfined Compression Test(undisturbed sample) • 60.00/Test Permeability(falling head) 125.00/Test Permeability(flexible wall -ASTM) 285.00/Test.00/Test 155 Permeability(rigid wall-constant head pressure) 21 Unit Dry Weight and Moisture Content(undisturbed sample) 10.00/Test Moisture Content 60.00/Test Specific Gravity and Absorption-Gravel Specific Gravity-Fine-Grained Soils 65.00/Test p Moisture-Density Curve for Compacted Fill(4-inch Mold) 120.00/Test0.00/Test Moisture-Density Curve for Compacted Fills(6-inch Mold) 150.00/Test Moisture-Density Single Point 6125.00/Test Moisture-Density Curve(Calif.216) 48.00/Test Mechanical Analysis-ASTM D1140(wash 200 sieve) Mechanical Analysis-Sand or Gravel(dry sieve) 58.00/Test Mechanical Analysis Sand and Gravel(wash sieve) 130.00/Test 30.00/Test Mechanical Analysis Sand or Gravel(wash sieve) - .00/Test 175.00/Test Analysis-Sand-Clay,including Hydrometer Grain-Size Analysis-Gravel-Clay,including Hydrometer 50.00/Test Sand Equivalent 55.00/Test Liquid Limit 55.00/Test Plastic Limit 110.00/Test Plasticity Index 100.00/Test Expansion Index Test . 75.00/Test Corrosivity Test 185.00/Test Resistance Value ••• 21 O.00ITest Resistance Value(lime or cement-treated) 75.00/Test Resistivity&pH Test(Calif. 532 or 643) 100.00/Point Bearing Ratio(excluding moisture-density curve) 120.00/Test 20nt Los Angeles Abrasion Test(500 revolutions) Los Angeles Abrasion Test(1000 revolutions) 135.00/Test .00/Test Sulfate Content 50.00/Test Chloride Content _ 110.00/Test Durability Index-Coarse 98.00/Test Durability Index-Fine - 550.00/Test Soil Matrix Potential-Fine Grained Soil 325.00/Test Soil Matrix Potential-Coarse Grained Soil 3225.00/Test Organic Matter Special Sample Preparation and Laboratory Testing not listed above will be charged at applicable hourly rates for p P p personnel. TERMS Payment is due upon presentation of invoice and is past due thirty(30)days from invoice,date. Past due accounts are subject to a finance charge of one and one-half percent(1-1/2%)per month,or the maxithum rate allowed by law. PROPOSAL PERIOD Unless otherwise stated,a proposal accompanying this schedule is effective for sixty(60)days. If authorization to proceed is not received within this period,GeoLogic Associates,Inc.reserves the right to renegotiate the fee. Schedule 2004-A Effective through 08/31/05 13A