URS Corporation Americas (2013) Professional/ Technical Services Agreement for
Biological and Arboriculture Consulting Services
Between
The City of RANCHO PALOS VERDES
-,_
4, \
URS Corporation Americas
This Agreement ("Agreement") is made and entered into this 4th day of June,
2013 by and between the City of Rancho Palos Verdes (hereinafter referred to as the
"CITY") and URS Corporation, a Nevada Corporation, dba URS Corporation Americas
(hereafter referred to as "CONSULTANT").
RECITALS
The CITY wishes to use the professional services of CONSULTANT to provide
biological and arboricultural consulting services to CITY on an as-needed basis; and,
CONSULTANT represents that it has a unique and specialized knowledge and
understanding of, and experience with, biological resources as they relate to the unique
environmental setting of the Palos Verdes Peninsula, current federal and state laws
regarding endangered species,the California Environmental Quality Act("CEQA"), rare and
endangered plants per the California Native Plant Society, the preparation of Habitat
Conservation Plans ("HCP") and Natural Communities Conservation Plans("NCCP"), and
certification from the United States Fish and Wildlife Service to perform California
Gnatcatcher Surveys, and is therefore qualified to perform said services for CITY; and,
WHEREAS, CITY's Local View Restoration Guidelines and Procedures require
expert arboriculture testimony before the Planning Commission and the City Council when
considering the effect of foliage removal, trimming, and replacement for View Restoration
Application Permit requests; and,
WHEREAS, CONSULTANT has offered to provide the required services on the
terms and in the manner set form herein and in a format consistent with CITY's Local View
Restoration Guidelines and Procedures.
IN CONSIDERATION of the foregoing recitals and the covenants hereinafter set
forth, the parties hereto mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows: Biological and View Restoration Arborist
Consulting Services.
1.2 Description of Services
(a) CONSULTANT shall perform the following services,when requested in
writing by the CITY:
(i) Conduct Seasonal Botanical Surveys. CONSULTANT shall
gather existing data on biological resources for proposed project sites and identify known
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and reported occurrences of rare plant species and sensitive habitats in the region based
on a field survey. CONSULTANT shall submit to the CITY a written memorandum stating
findings and recommendations.
(ii) Conduct Biological Field Surveys. CONSULTANT shall conduct
a biological field survey to observe common and special status wildlife and plant species
present at a project site.
(iii) Conduct California Gnatcatcher Surveys. CONSULTANT shall
conduct surveys for the federally listed threatened California Gnatcatcher in accordance
with the United States Fish and Wildlife protocol. CONSULTANT shall conduct fieldwork
during the annual breeding season of February 14th through August 31st, unless otherwise
directed. CONSULTANT shall submit to the CITY a written memorandum stating the
methodology, findings and recommendations of the field survey.
(iv) Prepare CEQA Related Documents for Biological Resources. In
accordance with CEQA, proposed projects may require the preparation of environmental
documents, particularly relating to biological resources. Such environmental documents
may include, but not be limited to, Initial Study Checklists and Mitigated Negative
Declarations. CONSULTANT shall prepare these documents based on existing data and
field surveys as they relate to the proposed project. CONSULTANT shall include in a
written report to the CITY specific recommendations, including mitigation measures for all
significant impacts to biological resources.
(v) Peer Review of Biological Reports. CONSULTANT shall assist
the CITY in reviewing any biological resource reports submitted by a project applicant for
accuracy, thoroughness, logic, completeness, and soundness of any assessments and
mitigations proposed. CONSULTANT shall review such reports in accordance with CEQA.
(vi) Public Meetings. CONSULTANT shall attend meetings with
CITY pursuant to the procedures set forth in the CITY's Local View Restoration Guidelines
and Procedures.
(vii) Prepare Arboriculture Related Documents. CONSULTANT
shall provide CITY with written reports or statements concerning, but not limited to, foliage
health and safety, age estimates, growth rates, trimming or removal impacts, and other
such topics relating to arboriculture services.
(b) Upon CONSULTANT's request, the CITY shall provide or make
available to CONSULTANT, without charge or expense, all information, data, records,
maps, reports, plans, equipment, or other material in its possession necessary for carrying
out the services and duties contemplated under this Agreement.
1.3 Schedule of Work
At CITY's request, CONSULTANT shall provide a written estimate of the
approximate number of hours that will be needed to perform a particular assignment. Upon
receipt of written Notice to Proceed from the CITY's Community Development Director or
Director of Public Works, CONSULTANT shall estimate the time frame to complete each
assignment,which shall be subject to review and approval either by the CITY's Community
Development Director or Director of Public Works. Upon that approval, CONSULTANT
shall perform with due diligence the services requested by the CITY and agreed on by
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CONSULTANT within the agreed upon time frame. Time is of the essence in this
Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to
approve or disapprove CONSULTANT's work promptly, or delay or faulty performance by
CITY, other consultants/contractors, or governmental agencies,or any other delays beyond
CONSULTANT's control or without CONSULTANT's fault.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT in accordance with
CONSULTANT's Schedule of Fees and Charges and Raw Rates,which in attached hereto
as Exhibit "A" and incorporated herein by this reference, and which shall be in effect
through the end of this Agreement. The fees that will be charged by CONSULTANT will be
based on the time and materials that are needed to complete each assignment from CITY.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
URS Corporation
4225 Executive Square
Suite 1600
La Jolla, CA 92037
2.3 Terms of Compensation
CONSULTANT shall submit monthly invoices for the tasks completed in the
previous month. CITY agrees to authorize payment for all undisputed portions of 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 Additional Services
CITY may request additional specified work under this Agreement. All such
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work must be authorized in writing by the CITY's Community Development Director or
Director of Public Works prior to commencement. CONSULTANT shall perform such
services, and CITY shall pay for such additional services in accordance with the rates listed
in Exhibit "A."
2.5 Term of Agreement
This Agreement shall commence on July 1,2013 and shall terminate on June
30, 2015, unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
CONSULTANT shall defend, indemnify, and hold the CITY, its officials,
officers, and employees agents and independent contractors serving in the role of CITY
officials, and designated volunteers(collectively"Indemnitees")free and harmless from any
and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or
injuries, in law or equity, to property or persons, including wrongful death (collectively
"Claims"),to the extent arising out of or incident to, any negligent acts or omissions or willful
misconduct of CONSULTANT, its officials, officers, employees or agents in connection with
the performance of this Agreement, including without limitation the payment of all
reasonable attorneys' fees, and other related costs and expenses, except to the extent
such Claims arise out of the sole negligence or willful misconduct of the CITY. With respect
to any and all such Claims, CONSULTANT shall defend Indemnitees at CONSULTANT's
own cost, expense, and risk and shall pay and satisfy any judgment, award, or decree that
may be rendered against Indemnitees. CONSULTANT shall reimburse Indemnitees for any
and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. CONSULTANT's obligation to indemnify shall not
be restricted to insurance proceeds, if any, received by CONSULTANT or Indemnitees. All
duties of CONSULTANT under this Section 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 a minimum limits of one million dollars ($1,000,000.00) for each
occurrence and a minimum of two million dollars($2,000,000.00) in the aggregate,against
any personal injury, death, loss or damage resulting from the wrongful or negligent acts by
CONSULTANT. Said policy or policies shall be issued by an insurer admitted in the State
of California and rated in Best's Insurance Guide with a rating A VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement carry,
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maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1,000,000.00) per claim and two
million dollars($2,000,000.00)annual aggregate. Said policy or policies shall be issued by
an insurer authorized and qualified to do business in the State of California and rated in
Best's Insurance Guide with a rating of A VII or better.
3.4 Automobile 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 automobile liability
insurance with a minimum limit of one million dollars ($1,000,000.00) per accident,
combined single limit, against any bodily injury and property damage. Said policy or
policies shall be issued by an insurer admitted in the State of California and rated in 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 the law.
CONSULTANT shall require any subcontractor similarly to provide such compensation
insurance for their respective employees.
3.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without thirty (30) days prior written notice to
CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b) CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a responsible cost, CITY may take out the necessary insurance
and pay, at CONSULTANT's expense, the premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the City Clerk certificates of insurance showing that the aforesaid policies are in
effect in the required amounts. The comprehensive general liability policy or policies and
any professional liability insurance policy shall contain an endorsement naming the CITY as
an additional insured, which CONSULTANT shall maintain on file with the City Clerk.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall by primary to any coverage
available to CITY in relation to the services provided under this Agreement. The insurance
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policies (other than worker's compensation and professional liability) shall include
provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time,with or without cause,
by the CITY upon thirty(30)days prior written notice or by CONSULTANT upon ninety(90)
days prior written notice. Notice shall be deemed served if completed in compliance with
Section 6.14.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in
an amount to be determined as follows:for work satisfactorily done in accordance with all of
the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal
to the percentage of services performed prior to the effective date of termination or
cancellation in accordance with the work items; provided, in no event shall the amount of
money paid under the foregoing provisions of this paragraph exceed the amount which
would have been paid to CONSULTANT for the full performance of the services described
in this Agreement.
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.
Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
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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 Community Development Director, Director of Public Works, or the
Directors'designee shall be the CITY's representative with regards to this Agreement. The
CONSULTANT's representative shall be Dr. Patrick Mock, CONSULTANT's Principal-in-
Charge shall be Ed Othmer, VP. Each party's representative shall be the primary contact
person for that party regarding the performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48) and the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1992 (42 U.S.C. § 11200, et seq.).
6.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSULTANT's services under this Agreement.
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 Community Development Director, Director of Public Works, or the Directors'designee
of all proposed staff members who will perform such services. CONSULTANT shall notify
City in writing of its recommendation of the retention of any sub-consultants and the need
therefore, but City must approve such sub-consultants in writing. At all times,
CONSULTANT shall be responsible for sub-consultants' services.
6.4 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that: a) CONSULTANT is
licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary
to perform the services in accordance with the terms and conditions set forth in this
Agreement; b)there are no obligations, commitments, or impediments of any kind that will
limit or prevent CONSULTANT's full performance under this Agreement; c) to the extent
required by the standard of practice, CONSULTANT has investigated and considered the
scope of services performed, has carefully considered how the services should be
performed, and understands the facilities, difficulties and restrictions attending performance
of the services under this Agreement.
6.5 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve(12) months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Sections 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
6.6 Legal Action
(a) Should either party to this Agreement bring legal action against the
other,the validity, interpretation, and performance of this Agreement shall be controlled by
and construed under the laws of the State of California, excluding California's choice of law
rules. Venue for any such action relating to this Agreement shall be in the Los Angeles
County Superior Court.
(b) If any legal action or other proceeding, including action for declaratory
relief, is brought for the enforcement of this Agreement or because of an alleged dispute,
breach,default or misrepresentation in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in
addition to any other relief to which the party may be entitled.
(c) Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
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6.7 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY. Any such purported
assignment without written consent shall be null and void, and CONSULTANT shall hold
harmless, defend and indemnify the CITY and its officers, officials, employees,agents and
representatives with respect to any claim, demand or action arising from any unauthorized
assignment.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ, when it is appropriate and customary to
do so. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized consultants, and testing laboratories. CONSULTANT's use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.8 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over the
conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set
forth, and CONSULTANT is free to dispose of all portions of its time and activities which it
is not obligated to devote to the CITY in such a manner and to such persons, firms, or
corporations as the CONSULTANT wishes except as expressly provided in this Agreement.
CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the
CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any
time or in any manner, represent that it or any of its agents, servants or employees, are in
any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all
required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify
and hold the CITY harmless from any and all taxes, assessments, penalties, and interest
asserted against the CITY by reason of the independent contractor relationship created by
this Agreement. CONSULTANT shall fully comply with the workers' compensation law
regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers'compensation laws. The CITY shall have the right to offset against the amount of
any fees due to CONSULTANT under this Agreement any amount due to the CITY from
CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.10 Entire Agreement
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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.
6.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
6.12 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under this
Agreement. In no event shall the making by the CITY of any payment to CONSULTANT
constitute or be construed as a waiver by the CITY of any breach of covenant, or any
default which may then exist on the part of CONSULTANT, and the making of any such
payment by the CITY shall in no way impair or prejudice any right or remedy available to
the CITY with regard to such breach or default.
6.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
6.14 Notice
Except as otherwise required by law, any notice or other communication
authorized or required by this Agreement shall be in writing and shall be deemed
received on (a) the day of delivery if delivered by hand or overnight courier service
during CONSULTANT's or CITY's regular business hours or (b) on the third business
day following deposit in the United States mail, postage prepaid, to the addresses listed
below, or at such other address as one party may notify the other:
To CITY:
Joel Rojas, AICP, Community Development Director
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
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Mr. Patrick J. Mock, Ph.D.
URS Corporation
4225 Executive Square
Suite 1600
' La Jolla, CA 92037
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
Dated: (al )t(i URS CORPO' A ION ("C' '•ULTANT")
By: / ' ,% 2-t. --- '
40,0
lAkitt V 19
Dated: 4�3 CITY OF RANCHO PALOS VERDES
A Municipal Corporation
13CZ '
Mayor
ATTEST:
By: 46-f,44A-ed-C-----
City Clerk
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Exhibit "A":
URS San Diego Office
2013 Schedule of Fees and Charges
URS 2013 Raw Rates
Exhibit "A"
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URS SAN DIEGO OFFICE
2013 SCHEDULE OF FEES AND CHARGES
PERSONNEL CHARGES Communications
The charge for all time required in the performance of The cost of com munications, including telephone,
the Scope of Services,including office,field and pagers, mobile phones, network communications,
travel time, will be at the rate of 2.9 times the raw facsimile, routine postage,and incidental copying
salary of the URS staff perform ing the work or times costs will be charged a flat rate of 3 percent of total
the rate charged by contract personnel under URS gross labor charges.
supervision and using URS facilities. Computers
When URS staff appear as expert witnesses at court The charge for use of in-house computers for
trials, mediation, arbitration hearings, and spreadsheets, word processing,and other similar
depositions, their tim e will be charged at 2.0 times functions are included in the hourly rates under
the standard rate.All time spent by personnel Personnel Charges.The charge for use of Computer-
preparing for such trials,hearings,and depositions, Aided Design and Drafting(CADD),Graphics
will be charged at the standard 2.9 times raw salary generation,Geographic Information Systems (GIS)
rate. modeling applications,and similar technical computing
Overtime(hours worked in excess of eight hours per is$10.00 per hour.Use of Lenska Aerial photo database
day) by exempt personnel will be charged at the is$50.00.
above straight-time rate.Overtime by non-exempt
personnel will be charged at 1.5 times the above Plots
hourly rates. The following charges will apply for color paper plots
generated by the CADD and GIS sy stems: $1.00 for
Special project accounting reporting and financial 81/2x 11, $1.25 for 11 x 17, $24.00 for 24x36,and
services, including submission of invoice support $36.00 for 36x48.There will be a charge of$5.00 for
documentation,will be charged. each non-color paper plot and$15.00 for each m ylar
plot.
URS LABORATORY SERVICES AND Reproduction
EQUIPMENT CHARGES In-house reproduction will be charged at$0.10 per
Charges for laboratory services and equipment will be page for black and white and$1.25 per page for
charged at standard usage rates.Rate schedules are color.
available upon request. Travel Expenses
OTHER PROJECT CHARGES Field vehicles(pickups,vans,trucks,etc.)used on
The cost of services subcontracted by URS and Other Direct project assignments will be charged at$85.00 per
Costs(ODCs)incurred by URS will be charged at cost day. The m ileage charge for personal autos will be
plus 10 percent. This fee will not be applied to incidental the then-current m ileage rate established by the
field or travel expenses. Internal Revenue Service.
This fee schedule contains confidential business information and is
not to be copied or distributed for any purpose other than
the use intended in this contract or proposal.
Reference No. 1CntS
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URS 2013 Raw Rates for
Rancho Palos Verdes Professional /Technical Services Agreement
for Biological and Arborist Consulting Services
Raw Rates are subject to yearly escalations of up to 5%. URS may substitute staffing of equal
skill level where needed.
#staff Level raw rate($/hr)
Biology/ Arborist Staff
1 x Principal II 58.80
1x Principal I 55.32
1x Manager 48.08
1 x Senior II 41.80
2x Senior 1* 38.98
3x Mid-level* 34.36
3x Junior* 29.66
3x Graduate* 22.09
GIS Staff
lx Manager 55.90
1 x Senior 43.17
2x Mid-level* 33.52
2x Junior* 27.90
Support Staff
1 x Senior Project Asst 30.63
1 x Junior Project Asst 18.70
2x Word Processor* 21.91
1 x Reproduction 20.91
* denotes average rate