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Anchor QEA LLC - FY2016-003-01 • AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES ("City") and ANCHOR QEA, LLC, a California Corporation ("Consultant") is effective as of May 1, 2020 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated Apnl 5, 2016 ("Agreement"), whereby Consultant agreed to provide Receiving Water and Outfall Monitoring services (the "Services") for 4 Years, for a Contract Sum of$1,021,350 The Agreement provided for two additional one-year extensions at the City's discretion B City and Consultant now desire to amend the Agreement to extend the contract through December 31, 2021, and to increase the Contract Sum to $1,411,000 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated inkeugh and added text in bold italics a Section 2.1, Contract Sum, is hereby amended to read: 2 1 Contract Sum Subject to any limitations set forth in this Agreement,City agrees to pay Contractor the amounts specified m 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 . • • - • . • • • - ! . •• • :• ,! - , !.! ! $1,411,000 (One Million Four Hundred Eleven Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 10 b Section 3.4,Term, is hereby amended to read: 3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) yearDecember 31, 2021 from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D") c The names of Consultant's representatives in Section 4.1, Representatives and Personnel of Consultant, are amended as follows: gbelly-AnitheFaHalah Votes Pnncipal ScientrstEnR,neer erShareholder (Name) (Title) Steve Cappellino Pnncipal Scientist1 erShareholder (Name) (Title) d Section I of Exhibit "A", Scope of Work, is amended to add the followmg: C Additional services for the penod from May 1, 2020 through December 31, 2021 1 Outfall Momtonng a Conduct dry weather outfall monitoring twice at Station SD-1 i The first event was conducted in August 2019 This event was coordinated with the August 2019 receiving water dry weather momtonng activities Because the program's other dry weather outfall momtonng activities were already completed for August 2019, this event required a separate mobilization ii The second event will be conducted m June 2020 This event will be coordinated with both the June 2020 receiving water dry weather monitonng activities and the program's other dry weather outfall momtonng activities to gain efficiencies in mobilization iii Provide traffic control for access to Station SD-1 iv Collect in situ measurements of water quality and collect a sample for analytical chemistry, consisting of total and dissolved metals and hardness dunng both events b Due to results of recent sensitivity screening toxicity tests and additional sampling and analysis associated with dry weather receiving water monitonng, existing project documentation— specifically the Sampling and Analysis Plan—will require updating c Toxicity samples will not be collected during dry weather events d Data validation and data management costs were increased at a greater rate due to changes realized in laboratory methods and coordination Multiple 01203 0006/640650 1 -2- laboratory reports and electronic data files will be received to meet project requirements, instead of a smgle report per event e Based on non-stormwater outfall investigations conducted in 2017, additional non-stormwater outfall morutonng and associated analytical testing will not be required However, optional costs associated with this task are presented should the Peninsula CIMP Watershed Management Group (WMG) decide these tasks are necessary f Monitonng data analysis is limited to supporting the 2019/2020 and 2020/2021 Watershed Annual Reports The table below identifies the subsections that Consultant will support 2 Receiving Water a Conducted Toxicity Identification Evaluation (TIE) screemng level tests (ethylenediaminetetraacetic acid treatment only)on a sample collected from Station RW-1 in August 2019 to confirm TIE results from the June 2019 monitonng event b Due to results of recent sensitivity screemng toxicity tests and additional sampling and analysis associated with dry weather receiving water momtonng, existing project documentation— specifically the Sampling and Analysis Plan—will require updating c Toxicity tests are limited to the most sensitive species d During the June 2020 dry weather receiving water event, a third sample from Station SMB 7-1 will be collected and submitted for toxicity tests e One TIE may be conducted f Analytical chemistry in June and August 2020 and June 2021 will include a more comprehensive list of dissolved and total metals (i e , metals listed in Table E2 of the 2012 Los Angeles County Municipal Separate Storm Sewer System Permit)at one location(RW-1)because of observed toxicity in the June 2019 sample g Analytical chemistry will not be conducted on the sample collected from SMB 7-1 h Data validation and data management costs were increased at a greater rate due to changes realized in laboratory methods and coordination Multiple laboratory reports and electronic data files will be received to meet project requirements, instead of a single report per event Monitonng data analysis is limited to supporting the 2019/2020 and 2020/2021 Watershed Annual Reports (Section 6) for tasks where 01203 0006/6406501 -3- Consultant is authonzed to conduct momtonng and reporting Table 3 identifies the subsections that Consultant will support e Section I of Exhibit "A", Scope of Work, is amended to add the following table: [Table on next page] 01203 0006/640650 I -4- Summary of Consultant's Approach to Address Annual Report Watershed Form Requirements 5/1/2020 to 12/31/2021 Constraints Resulting from Limitations of Currently Scoped Proposed Approach,Rationale,or Annual Report Watershed Form Subsection Sampling Programs Recommendation Section 6.1(a):Conditions During Reporting Consultant will use existing information to complete Year:Rainfall Summary N/A this section. Consultant is not currently scoped to track and summarize daily flows at all stream gages or in-channel monitoring stations. Consultant Consultant will use existing information to complete Section 6.1(a):Conditions During Reporting conducts in-channel monitoring this section,where applicable. Year:Streamflow Summary during wet weather events only.Consultant does not Consultant will indicate this item is not Section 6.1:Review of collect flow data(for use in loading applicable to receiving water programs. Reporting Year and Monitoring estimates)in receiving waters Events because tides,wind,and currents may confound results. Section 6.1(b):Summary of Events N/A Consultant will use existing information to complete Conducted During Reporting Year this section. Section 6.1(c):Identification of Non- Consultant will use existing information to complete Direct Measurements Utilized N/A this section. Consultant does not receive Section 6.1(d):Regional and Special Studies information regarding regional and Consultant will indicate this item is not applicable special studies within the to current programs and is therefore not included. Peninsula CIMP WMG project area. Section 6.2:Quality Assurance/Quality Control N/A Consultant will use existing information to complete this section. Section 6.3(a):Receiving Water Monitoring N/A Consultant will use existing information to complete Section 6.3:Assessment of Data this section. Monitoring Data Section 6.3(b):Stormwater Outfall-Based Consultant will use existing information to complete N/A Monitoring Data this section. Constraints Resulting from Limitations of Currently Scoped Proposed Approach, Rationale,or Annual Report Watershed Form Subsection Sampling Programs Recommendation Section 6.3(c):Non-Stormwater Outfall Consultant's current scope of work Consultant will indicate this item is not applicable Section 6.3:Assessment of Screening and Monitoring Program does not include screening of non- to current programs and is therefore not included. Monitoring Data(cont.) Implementation and Assessment of stormwater outfall Monitoring Data discharges. Consultant's current scope of work does not include additional investigations to identify causes of water quality exceedances,with the Consultant will complete and make statements Section 6.4:Identification of Exceedances exception of coordinating TIE tests.If about causes or contributing factors where we observe an exceedance of other appropriate or based on general knowledge. contaminants,such as a dissolved metal,we could reference studies that characterize typical urban contaminants. Section 6.5:TMDL Provisions and Watershed Management Consultant's current scope of work Consultant will make statements about does not review or consider compliance monitoring completed as required by Program(WMP)/Enhanced Watershed Management Program Milestones watershed level milestones. TMDLs or WMP. Consultant's current scope does not include coordination with the Peninsula CIMP WMG to identify Consultant will indicate this item is not applicable Section 6.6:Efforts to Address Exceedances and address activities to control to current programs and is therefore not included. pollutants causing exceedances of water quality criteria in the receiving water. Consultant will make recommendations on modifications to the monitoring and reporting Section 6.7:CIMP Adaptive Management N/A requirements,as necessary,based on our experience and observations in the field to best meet the program's objectives. Section 6.8:Information to Meet Additional Reporting Requirements Related to N/A Consultant will use existing information to complete Monitoring this section. 01203.0006/640650.1 -6- f. Exhibit"C", Section N, is amended to read as follows: "N. The total compensation for the Services shall not exceed $' 021,350.00 $1,411,000,as provided in Section 2.1 of this Agreement." g. The following tables shall be added to Exhibit"C-1", Schedule of Costs Per Task: [Tables begin on next page] Table C1-D: Breakdown for Outfall Monitoring Program 5/1/2020 to 12/31/2021 May 1,2020,to Task/Activity December 31,2021 Task 1—Sampling and Analysis Plan(and Other Supporting Documentation) Access agreements,permits,and traffic control plans $2,000 Sampling Plan and Integrated Health and Safety Plan $3,500 Subtotal $5,500 Task 2—Outfall Monitoring Equipment procurement,preparation,installation,maintenance,and lease of two flow meters $30,600 Wet weather monitoring(six sites/three events per year) $75,000 Dry weather monitoring(four sites/12 events per year) $45,000 Subtotal $150,600 Optional:NSW outfall monitoring(four sites/four events per year) $13,250 Optional: Two additional flow meters $23,250 Task 3—Sample Analyses and QA/QC MS4 and TMDL analytical chemistry and microbiology $25,950 NSW outfall analytical chemistry and microbiology $6,500 Toxicity tests $2,000 Data Validation MS4 and TMDL analytical chemistry and microbiology $3,400 Toxicity tests $500 Subtotal $38,350 Optional:NSW outfall analytical chemistry and microbiology $700 Task 4—Electronic Data Management and Reporting Data management $8,350 Data Analysis for 2019/2020 and 2020/2021 Watershed Annual Reports(Section 6) $50,000 Subtotal $58,350 Optional:Adaptive management memorandum $2,900 Total per Year $252,800 Total per Year with Optional Costs $292,900 Notes: MS4: municipal separate storm sewer system NSW:non-stormwater QA/QC: quality assurance/quality control TMDL:Total Maximum Daily Load 01203.0006/640650.1 -8- Table C1-E: Breakdown for Receiving Water Monitoring Program 5/1/2020 to 12/31/2021 May 1,2020,to Task/Activity December 31,2021 Task 1—Sampling and Analysis Plan Sampling Plan and Integrated Health and Safety Plan $1,000 Subtotal $1,000 Task 2—Receiving Water Sampling Three wet events at two stations $14,000 Two dry events at two stations $14,500 Subtotal $28,500 Task 3—Sample Analysis and QA/QC Analytical chemistry and microbiology $12,300 Toxicity tests and toxicity identification evaluations $24,500 Data validation $5,300 Subtotal $42,100 Task 4—Electronic Data Management and Reporting Data management $11,750 Data Analysis for 2019/2020 and 2020/2021 Watershed Annual Reports(Section 6) $10,500 Subtotal $22,250 Optional:Adaptive management memorandum $2,900 Total per Year $93,850 Total per Year with Optional Costs $96,750 h. The following shall be added to Exhibit "C-2", Rate Sheet for Time and Materials: [Table on next page] 01203.0006/640650.1 -9- Rates effective May 1, 2020 through June 30, 2021. Base labor rates will have a 4% annual escalation rate beginning July 1, 2021 Billmg rates Labor Category/Grade Hourly Fully Loaded Rate Principal Engineer/Scientist $269 07 Senior Managing Engineer/Scientist/Planner $237 48 Managing Engineer/Scientist/Analyst/Planner $221 10 Senior Engineer/Scientist/Analyst/Planner $196 54 Staff 3 Engineer/Scientist/Analyst/Planner $173 14 Staff 2 Engineer/Scientist/Analyst/Planner $155 59 Staff 1 Engineer/Scientist/Analyst/Planner $131 02 Senior Design/CAD $136 87 Design/CAD $114 65 Senior Technical Editor/Project Coordinator $136 87 Technical Editor/Project Coordinator $114 65 Field Technician $111 14 Fee on subconsultant and expense charges Percent Applied to 10 Subconsultants 5 Travel and Other Direct Costs (Field Equipment and Supplies) Other direct charges Charge Price/Unit Charge Price/Unit . CAD $10/hour Reproduction B&W $0 15/page _ Regular Graphic Plots (per $3 - $6/sf Reproduction B&W $1 00/page plot size) _ Oversized IRS Mileage Reproduction Color $1 00/page Mileage Reimbursement Regular Rate Reproduction Color $1 50/page Oversized 01203 0006/640650 1 -10- Equipment rental/Lease rate Item Description Rate Per Anchor QEA Truck $100 day Autosampler(Portable) $755 event Autosampler Teflon-lined Tubing $2 foot Confined Space Equipment $200 day Digital Camera $5 day Digital Video Camcorder $25 day Field Laptop $75 day Field Sampling Gear(sediment) $20 day Field Sampling Gear(water quality) $5 day Flowmeter—with Area Velocity Sensor $2,975 year Flowmeter—handheld $150 day GPS—Handheld $20 day Health and Safety Equipment(PPE) $20 day Individual parameter Water Quality Meters $30 day Installation Hardware $50 site Installation Tools $35 day Laser Range Finder $10 day Multiparameter Water Quality Sonde $100 day Portable Flow/Water Level Recorder $225 event Pump, Peristaltic $75 day Sample Bottles—Glass, 10L $10 event Sample Intake Strainer(stainless steel or Teflon) $95 unit Small Boat Rental $300 day Swing Sampler Pole/Depth Integrated Sampler $35 event Traffic Control Equipment $50 day Water Sampler(Van Dorn) $30 day i Section III of Exhibit "D", Schedule of Performance, is hereby amended to read as follows: III Certain services are to be performed annually as provided in Exhibit C-1 The term of this Agreement, unless otherwise terminated m accordance with Article 7, shall be€euc (4)-yearsthrough December 31, 2021 However, the Adaptive Management requirements descnbed in the CIMP, or other regulatory changes, may significantly alter the monitoring requirements in that time Therefore, the City has the nght to evaluate the effectiveness of the momtonng program annually and alter it, either reducing or expanding it, and may make proportionate changes to the compensation and time schedule provided herein Additionally the Contract Officer may approve extensions for performance of the services 01203 0006/640650 1 -1 1- in accordance with Section 3 2 so long as consistent with meeting the requirements of the regulatory agencies 2 Continuing Effect of Agreement. Except as amended by this Amendment No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 1, City is not m default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not m default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 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 Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and (iv)the entering into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 012030006/640650 1 -12- 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 co oration (-41A - Cruikshank, Mayor ATTEST mily olborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Ze)dagev;".N 4I—\ William W Wynder, City Attorney CONSULTANT ANCHOR QEA, LLC By ILL-Q4/ __, Name Halah Voges Title Pnncipal SeIntr;\tritiShhazehJ older V44 By x .. Name Steve Cappellino Title Principal Scientist/Shareholder Address 27201 Puerta Real, Suite 350 Mission Viejo, CA 92691 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 0006/640650 1 -13- 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 klai/l COUNTY OF On ,2020 before me, , I 41" .ersonally appeared r l;• 01, � ,proved to me on the basis of satisfactory evidence to be the person(s) hose names(s) is/are subscribed t. e 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 foregotpA,K4graph is true and correct (ODA C 1//,/ 0 WITNESS my hand and official seal = �,--"..;Ion, � °T4 q0,, Signature 208591 w w A OPTIONAL //,�� OF WASH\NG.` Though the data below is not required by law, it may prove valuable to persons relying on the 18Wunklt)tti•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 0006/640650 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies 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 C7rci. 0c- 00"4-**--( Actrew M (fist it'd On`t//q i lMotrj,2020 before me, kAot C,,personally ap eared S-bie (4ePt��l+�b proved to me on the basis of sat sfactory eviden a to be the person(s)-whose names is a subscribed to the within instrument and aknowledged to me that she/they executed the same in er/their authorized capacity(ies), and that by his erftlicii 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 N ANDREW M CASTILLO ca _,' COMM #2302475 H 7 _ NOTARY PUBUC CALIFORNIA rn V.".44,7 ORANGE COUNTY ,=•: My Comm Ewes3 Aug 22 202 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relymg 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 El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/640650 1 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ANCHOR QEA,LLC - 1 - B71 01203.0022/287800.4 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ANCHOR QEA,LLC THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 5th day of April, 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Anchor QEA, LLC, ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. 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 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 Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this 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 Agreement, the phrase "highest professional standards" shall _ 2 _ B-2 01203.0022/287800.4 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 Agreement, the terms of this 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 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 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 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. 1.5 Familiarity with Work. By executing this 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 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. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the 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. - 3 - B-3 01203.0022/287800.4 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this 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 Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this 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 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. 1.9 Special Requirements. Additional terms and conditions of this 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 Agreement,the provisions of Exhibit"B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this 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 One Million Twenty-One Thousand Three Hundred Fifty Dollars ($1,021,350.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 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 -4 - B-4 01203.0022/287800.4 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 Agreement, Consultant is certifying compliance with all provisions of the 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 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 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 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 Agreement. - 5 - B-5 01203.0022/287800.4 • 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this 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 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 Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, 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: Shelly Anghera Principal Scientist/Partner (Name) (Title) Steve Cappellino Principal Scientist/Partner (Name) (Title) _ 6_ B-6 01203.0022/287800.4 (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 Agreement. Therefore, the foregoing principals shall be responsible during the term of this 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 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 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 Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this 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 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 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 Officer shall be 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 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 - 7 - B-7 01203.0022/287800.4 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 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 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 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. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than$1,000,000.00 per occurrence or if a general aggregate limit is used,then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance(Form CA 0001 (Ed 1/87) including"any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this - 8 - B-8 01203.0022/287800.4 Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional'5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (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. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following"cancellation"notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAM D HEREIN. [to be initialed] - 9- B-9 01203.0022/287800.4 Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 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 performance of or failure to perform any term, provision, covenant or condition of this 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 - 1 0- B-I0 01203.0022/287800.4 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 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 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 Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 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 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 - 1 1 - B-11 01203.0022/287800.4 • 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 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 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. 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 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 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 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 - 12 - B-I2 01203.0022/287800.4 City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this 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 Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys' 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 Agreement and the work performed there under. City retains the right,but has no obligation,to represent 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 AGREEMENT AND TERMINATION 7.1 California Law. This 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 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 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 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 Agreement. - 13 - B-I 3 01203.0022/287800.4 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this 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 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 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 Agreement of any term, condition, or covenant of this 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 Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this 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 Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this 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 Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this 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 Agreement. 7.7 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 - 14 - B-I4 01203.0022/287800.4 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. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this 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. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this 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. 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 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 15 B-15 01203.0022/287800.4 Agreement. Consultant further covenants that in the performance of this 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 Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the 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 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 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.A. §§ 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 Agreement, and should any liability or sanctions be imposed against City for such use 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., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this 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. - 16- B-16 01203.0022/287800.4 9.2 Interpretation. The terms of this 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 Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This 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 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 agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any,between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this 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. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this 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 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 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 Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this 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 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 agreement. Consultant is aware of and understands that any such act(s), omission(s) or other - 17 - B-I 7 01203.0022/287800.4 conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this 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 Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - 18 - B-18 01203.0022/287800.4 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 At„aye r ATTEST: ()ail �i City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP eirs." David J. Aleshire, City Attorney CONSULTANT: Anchor QEA,LLC 1/ By: k ame:Shelly et ra Title: Principal 'entist/Partner By: r()t. Name:Steve Cappellino Title: Principal Scientist/Partner 27201 Puerta Real,Suite 350 Address: Mission Viejo,California 92691 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. 19 B-1 9 01203.0022/287800.4 • • 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 Co knee. So Ilehfartf,, On ( I[ , 2015'before me, Nofv4bl 1(.,personally appeared *CII u �IUti , proved to me on the basis of satisfactory evidence to be the per on(s)whose names(4 is/aX subscribed to t a within instrument and acknowledged to me that ll/she/tlyy executed the same in %/her/thea authorized capacity(i)4), and that by h /her/th r signature(s) on the instrument the person(, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the . . . • ".:• . -. . . aph is true and correct. !r: CommIssiss#2055085 WITNESS official 1 seal. . Navy Pale.CiIMBnli� W S S m y hand a d and o c a % .,) �A Msp Cooly 1 Signature: �' Imo► ,e, _ . 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 El 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 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. B-20 STATE OF CALIFORNIA 01061 COUNTY OF LOS ANGELES' 1/ 1 Anla SO le ores( áC On II If , 201bfore me, 0Timpersonally appeared V G t t no, proved to me on the basis of satisfactory evidence to be the person)whose names(V is/*subscribed to the within instrument and acknowledged to me that he/sk/tl)4 executed the same in his/her/th)lr authorized capacity(b6), and that by his/hXr/thr signaturek on the instrument the person, or the entity upon behalf of which the person(4 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. AMEE SO VENTURES !Ai t' Commission#�2055085 Signature: '1 Notary Public-California .p./ Sin Melo Couaty Conn, t 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 El INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT 1:1 TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR LI OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0022/287800.4 B-21 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: Services are required for two related but distinct scopes of work: A) Receiving Water Monitoring; and B) Outfall Monitoring. Whenever technically and logistically feasible, service items for each scope of work may be conducted conjunctively for project efficiencies. A. Services required for Receiving Water Monitoring include: i. Sampling and Analysis Plan with Integrated Health and Safety Plan A Sampling and Analysis Plan(SAP)and Health and Safety Plan(HASP) will be developed that include all elements of program design (i.e., study objectives, sampling locations, and sample numbers), sample collection and handling, analytical methods and target detection limits, data evaluation, and quality assurance/quality control (QA/QC). The SAP will include a project map illustrating proposed sample locations. A program-specific HASP will be attached to the SAP and will include specific elements such as site emergency procedures, directions to the nearest hospital and urgent care facilities, personal protection requirements, risk analysis and job safety analysis, site control, decontamination procedures, and health and safety procedures. ii. Receiving Water Sampling Receiving water sampling will be conducted five (5)times per year, consisting of three (3) wet weather events at two (2) stations and two (2) dry weather events at two(2)stations. When possible,events are to be performed concurrently with the Greater Harbor Toxics Water Compliance Monitoring Program for cost saving opportunities. Specific elements include: • Review weather forecasts to select qualifying storm events and dry weather periods to monitor. The first large storm of the season(after October 1)will be monitored and is defined as a storm to have a predicted rainfall of at least one-quarter (0.25) inch with a seventy percent (70%) probability of occurrence at least twenty-four (24) hours prior to the event start time (as defined by the 2012 MS4 Permit). At least one of the dry weather events will occur in June. • Coordinate field sampling activities with subcontracted analytical laboratories. 01203.0022/287800.4 • Mobilize and operate a suitable vessel with qualified field staff in accordance with methods established by the City of Los Angeles Environmental Monitoring Division for the monitoring of two(2)off-shore receiving water stations. For the health and safety of the field team, receiving water monitoring will not be conducted off-shore under a small craft advisory. • Measure in situ water quality and collect receiving water samples using methods consistent with the Greater Harbor Waters Toxics Total Maximum Daily Load (TMDL) Compliance Monitoring Program, the Southern California Coastal Water Research Project Regional Bight Monitoring Program, and California State Surface Water Ambient Monitoring Programs. In situ water quality measurements include temperature, dissolved oxygen,pH, and conductivity. iii. Sample Analyses and Quality Assurance/Quality Control For the first wet weather and dry weather monitoring events, receiving water samples will be collected and submitted for the analysis of all parameters identified in Table E-2 of the 2012 Los Angeles County Municipal Separate Storm Sewer System (MS4) Permit and polychlorinated biphenyl (PCB) individual congeners. For all subsequent wet and dry weather monitoring events, samples will be collected and submitted for the analysis of the following parameters: • Total suspended sediment(TSS) • Total Hardness • Total and fecal coliform, enterococcus • PCB congeners • DDT and its derivatives • Aquatic marine toxicity (collected three (3) times per year, including the first large storm of the wet season, one (1) other storm, and the June dry weather monitoring event) • Any additional parameters from Table E-2 observed to have an exceedance of applicable water quality criteria during the first wet and dry weather events All analytical data will undergo data validation(i.e., QA/QC) in accordance with Regional Water Quality Control Board (RWQCB)-approved QA/QC methods developed to support the Greater Harbor Waters Toxics TMDL Compliance Monitoring Program. Data validation will be consistent with U.S. Environmental Protection Agency (USEPA) Stage 2A requirements. At a minimum, one (1) Phase I toxicity identification evaluation (TIE) will be conducted per year when toxicity is observed. 01203.0022/287800.4 iv. Electronic Data Management and Reporting Maintain an electronic database of all field observations and measurements and analytical laboratory-generated results. Semiannually, export electronic data into a customized format that meets the California Environmental Data Exchange Network(CEDEN)database requirements. Review all elements of the Receiving Water Monitoring Program and provide recommendations for adaptive management on an annual basis. B. Services required for Outfall Monitoring include: i. Sampling and Analysis Plan with Integrated Health and Safety Plan A SAP and HASP will be developed that include all elements of program design (i.e.,study objectives,sampling locations,and sample numbers),sample collection and handling, analytical methods and target detection limits, data evaluation, and QA/QC. The SAP will include a project map illustrating proposed sample locations. A program-specific HASP will be attached to the SAP and will include specific elements such as site emergency procedures, directions to the nearest hospital and urgent care facilities, personal protection requirements, risk analysis and job safety analysis, site control, decontamination procedures, and health and safety procedures, as well as elements related to confined space entry and traffic control. ii. Outfall Sampling Outfall sampling consists of wet weather monitoring, significant outfall non- stormwater dry weather monitoring, and Machado Lake Nutrients TMDL monitoring. General elements include: • Sampling will only be conducted during business hours. Business hours are defined as 07:30 to 17:30 (Monday to Thursday) and 07:30 to 16:30 (Friday),and holidays are not included. Storm events occurring during non- business hours will not be sampled. • Review weather forecasts to select qualifying storm events and dry weather periods to monitor. The first large storm of the season(after October 1)will be monitored and is defined as a storm to have a predicted rainfall of at least one-quarter (0.25) inch with a seventy percent (70%) probability of occurrence at least twenty-four (24) hours prior to the event start time (as defined by the 2012 MS4 Permit). • Coordinate field sampling activities with field team members and subcontracted analytical laboratories. • Coordination between specific monitoring activities should be considered to gain project efficiencies. • Maintain and calibrate all necessary sampling equipment(e.g.,flow meters, multiparameter sondes,portable samplers,water levelers,etc.)according to manufacturer specifications. 01203.0022/287800.4 Wet weather monitoring will be conducted three (3) times per year. Specific elements include: • Six (6) sites (Peninsula-SD 1, Peninsula-SD2, Rolling Hills Estates City Hall [RHECH], Valmonte, Solano, and Lariat). • Obtain a single time-weighted composite sample per site consisting of a manual grab sample collected once every twenty (20) minutes over a three (3)-hour period (or at a frequency equivalent to ten (10) aliquots over the expected duration of stormwater discharge). Significant non-stormwater outfall dry weather monitoring will be conducted four (4) times per year during dry weather, but only if significant non-stormwater discharges remain unaddressed after the completion of source identification investigation. Significant non-stormwater outfall monitoring will be conducted after source identification is completed for each outfall. Twenty-five percent (25%)of outfall source identifications was completed by December 28,2015, and one hundred percent(100%)of outfall source identifications is to be completed by the end of 2017. Therefore,up to two (2) significant non-stormwater outfalls will be monitored in Year 1. In Years 2 to 4, a maximum of four (4) significant non- stormwater outfalls will be monitored. Specific elements include: • One (1) site (Outfall ID 100) in Year 1 • Three (3) sites (Outfall ID 100 and two (2) additional outfalls [e.g., Outfall ID 50 or 53 and Outfall ID 48]) in subsequent years for the duration of the contract • Obtain a single grab sample • Collect flow measurements with handheld flow meters Machado Lake Nutrients TMDL monitoring will be conducted monthly. Specific elements include: • Four(4) sites (RHECH, Valmonte, Solano, and Lariat) • Obtain a single grab sample • Collect flow measurements with handheld flow meters Continuous flow measurements will be conducted at two (2) sites. Specific elements include: • Two (2) sites (RHECH and Valmonte) • Install flow meters in Year 1 and maintain them for the duration of the contract The benefits of installing fully automated samplers and flow meters for wet weather monitoring will be evaluated in Year 1 with considerations relative to the representativeness of automated samples, as well as cost of installation and maintenance of automated sampling equipment compared to continuing to perform manual grab samples. iii. Sample Analyses and Quality Assurance/Quality Control 01203.0022/287800.4 Deliver samples and coordinate analytical laboratory services, as necessary. For wet weather MS4 stormwater outfalls monitoring, composite samples will be collected and submitted for the analysis of the following parameters: • TSS • Hardness • Total and fecal coliform, enterococcus • E. coli(only for the RHECH station) • PCB congeners in suspended sediment • DDT and its derivatives in suspended sediment • Copper, lead, mercury, and zinc (only for the RHECH station) • Dieldrin and chlordane in suspended sediment (only for the RHECH station) • Polycyclic aromatic hydrocarbons(PAHs)and benzo(a)pyrene(only for the RHECH station) • Any additional parameters from Table E-2 observed to have an exceedance of applicable water quality criteria during the first wet and dry weather events from the receiving water monitoring stations • Aquatic toxicity if TIE in receiving water downstream to an outfall is inconclusive For Machado Lake Nutrients TMDL outfalls, dry weather samples will be collected and submitted for the following parameters: • TSS • Hardness • Total nitrogen • Total phosphorus For Machado Lake Nutrients TMDL outfalls, wet weather samples will be collected and submitted for the following parameters: • TSS • Hardness • PCB congeners in suspended sediment • DDT and its derivatives in suspended sediment • Dieldrin and chlordane in suspended sediment For significant non-stormwater outfalls, samples will be collected and submitted for the following parameters: • TSS (RHECH, Santa Monica Bay Watershed, Los Angeles Harbor Watershed, and Machado Lake Watershed) • Hardness (RHECH, Santa Monica Bay Watershed, Los Angeles Harbor Watershed, and Machado Lake Watershed) • Total and fecal coliform, enterococcus (RHECH and Santa Monica Bay Watershed) • E. coli(RHECH) 01203.0022/287800.4 • Copper, lead, mercury, and zinc (RHECH and Los Angeles Harbor Watershed) • PAHs (RHECH and Los Angeles Harbor Watershed) • Benzo(a)pyrene (RHECH and Los Angeles Harbor Watershed) • Total nitrogen(Machado Lake Watershed) • Total phosphorus(Machado Lake Watershed) • Any additional parameters from Table E-2 observed to have an exceedance of applicable water quality criteria during the first wet and dry weather events from the receiving water monitoring stations • Aquatic toxicity if TIE in receiving water downstream to an outfall is inconclusive All analytical data will undergo data validation (i.e., QA/QC) in accordance with RWQCB-approved QA/QC methods developed to support the Greater Harbor Waters Toxics TMDL Compliance Monitoring Program. Data validation will be consistent with USEPA Stage 2A requirements. At a minimum, one (1) Phase I TIE will be conducted per year when toxicity is present as demonstrated by test results. iv. Electronic Data Management and Reporting Maintain an electronic database of all field observations and measurements and analytical laboratory-generated results. Semiannually, export electronic data into a customized format that meets the California Environmental Data Exchange Network(CEDEN) database requirements. Review all elements of the Receiving Water Monitoring Program and provide recommendations for adaptive management on an annual basis II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. For the Receiving Water Monitoring Program, the following deliverables will be provided to the City: i. One(1) Draft SAP with an integrated HASP. ii. One(1) Final SAP with an integrated HASP. iii. Five (5) Receiving Water Monitoring Field Reports per year(one (1)each for three (3) separate wet weather monitoring events and two (2) separate dry weather monitoring events). Each report will include copies of field logs, summary results tables, and analytical laboratory data packages. iv. Electronic data package in the CEDEN format semiannually. v. One (1)technical memorandum per year, identifying recommendations for adaptive management. 01203.0022/287800.4 B. For the Outfall Monitoring Program,the following deliverables will be provided to the City: i. One (1) Draft SAP with an integrated HASP. ii. One (1) Final SAP with an integrated HASP. iii. Five (5)Receiving Water Monitoring Field Reports per year(one (1) each for three (3) separate wet weather monitoring events and two (2) separate dry weather monitoring events). Each report will include copies of field logs, summary results tables, and analytical laboratory data packages. iv. Electronic data package in the CEDEN format semiannually. v. One (1)technical memorandum per year, identifying recommendations for adaptive management. III. 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. Monthly invoices will be provided with a cover letter summarizing services completed during the prior billing cycle and a forecast of anticipated services to be completed in the next billing cycle. B. During the wet weather monitoring season, email correspondence summarizing forecasts and the potential for wet weather event monitoring will be provided, as necessary. Go/No-Go decisions for wet weather monitoring events will be included with appropriate documentation. C. During dry weather, email correspondence identifying proposed monitoring dates will be provided at a minimum of once per month. IV. 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. V. Consultant will utilize the following personnel to accomplish the Services: A. Receiving Water Monitoring will be conducted using Anchor QEA personnel and subcontracted analytical laboratories. Key staff and their primary roles and responsibilities include the following: • Andrew Martin, Project Manager(Anchor QEA) • Shelly Anghera, Ph.D., Principal in Charge(Anchor QEA) • Wendy Hovel, Ph.D., Quality Assurance/Quality Control Lead(Anchor QEA) • Vada Yoon, D. Env., Compliance and Technical Support Lead(Anchor QEA) • Chris Osuch, Field Operations and Health and Safety Lead (Anchor QEA) • Additional Anchor QEA field support, data management, and reporting personnel, as needed • Eurofins Calscience, Inc. —Analytical Chemistry 01203.0022/287800.4 • Applied Microbiological Services—Analytical Microbiology • Nautilus Environmental—Toxicity Testing B. Outfall Monitoring will be conducted using personnel from Anchor QEA and our teaming partner, Alta Environmental, and subcontracted analytical laboratories. Key staff and their primary roles and responsibilities include the following: • Andrew Martin, Project Manager(Anchor QEA) • Shelly Anghera, Ph.D., Principal in Charge (Anchor QEA) • Wendy Hovel, Ph.D., Quality Assurance/Quality Control Lead(Anchor QEA) • Vada Yoon, D. Env., Compliance and Technical Support Lead(Anchor QEA) • Garth Englehorn, Field Operations and Health and Safety Lead (Alta Environmental) • Additional Anchor QEA and Alta Environmental field support, data management, and reporting personnel, as needed • Eurofins Calscience, Inc. —Analytical Chemistry • Applied Microbiological Services—Analytical Microbiology • Nautilus Environmental—Toxicity Testing 01203.0022/287800.4 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) • Section 1.5 "Familiarity with Work" is hereby revised to read as follows: "By executing this Agreement, Consultant represents 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 Agreement. If the services involve work upon any site, Consultant represents 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." • Section 4.5 "Prohibition Against Subcontracting or Assignment" is hereby revised to read as follows: "The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity, except those identified in Exhibit A_to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this 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 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." • Section 5.2 "General Insurance Requirements" is hereby revised so the first and second paragraphs read as follows: "All of the above policies of insurance, except for Professional Liability and Worker's Compensation, shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. 01203.0022/287800.4 All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty(30) days prior written notice by certified mail return receipt requested to the City except ten (10) days for premium non- payment. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer." • Section 5.2 "General Insurance Requirements" is hereby revised so the fourth and fifth paragraphs read as follows: "All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation"notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN EXCEPT TEN (10) DAYS FOR PREMIUM NON-PAYMENT. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds (except on Professional Liability and Worker's Compensation) as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability." • Section 5.3 "Indemnification", sub-section(a), is hereby revised to read as follows: "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 reasonable attorneys' fees incurred in connection therewith;" • Section 5.3 "Indemnification", sub-section(c), is hereby revised so the first paragraph reads as follows: "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 01203.0022/287800.4 in such action or proceeding, including but not limited to, legal costs and reasonable attorneys' fees." • Section 7.3 "Retention of Funds" is hereby revised to read as follows: "Consultant hereby authorizes City to withhold from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may reasonably be in dispute hereunder due to the failure of Consultant to perform the disputed portion of the work in accordance with the standards of this Agreement or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City due to Consultant's negligence, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's negligent acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim related to the Consultant's negligence 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 shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein." 01203.0022/287800.4 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks according to the costs provided in the tables contained in Exhibit C-1. The expenditure schedules described in Table C-1B and Table C-1C are estimates only of when costs will be incurred. Actual invoicing will reflect only work performed through the invoice period, less previous payments. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer,funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. 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 subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. E. Line items will identify the Task ID, from Table C-1 A,to which the charge should be made. IV. The total compensation for the Services shall not exceed $1,021,350.00 as provided in Section 2.1 of this Agreement. V. Consultant shall be compensated for the Services on a time and materials basis, only for work actually performed, according to the rate sheet attached as Exhibit C-2. 01203.0022/287800.4 EXHIBIT C-1 SCHEDULE OF COSTS PER TASK 01203.0022/287800.4 EXHIBIT C-1 SCHEDULE OF COMPENSATION BY TASK Table C-1A OUTFALL MONITORING Annual Total per Year Task Description Task ID Year 1 Year 2 Year 3 Year 4 Task 1-Sampling and Analysis Plan&Supporting Documents Access Agreements/permits/TCPs Out1.1 $ 3,150 $ 2,000 $ - $ - Sampling plan&Integrated Health and Safety Plan Out1.2 $ 10,750 $ - $ - $ - Task 1 Subtotal $ 13,900 $ 2,000 $ - $ - Task 2-Outfall Monitoring Equip.lease,prep,install,maint of 2 flow meters Out2.1 $ 24,750 $ 23,850 $ 24,550 $ 25,300 Wet weather monitoring(6 sites/3 events per year) Out2.2 $ 50,850 $ 56,050 $ 61,750 $ 68,050 Dry weather monitoring(4 sites/12 events per year) Out2.3 $ 32,350 $ 33,350 $ 34,350 $ 35,350 NSW outfall monitoring(4 sites/4 events per year) Out2.4 $ 11,800 $ 12,150 $ 12,500 $ 12,900 Option of 2 additional flow meters Out2.5 $ 18,450 $ 18,200 $ 18,750 $ 19,300 Task 2 Subtotal $ 138,200 $ 143,600 $ 151,900 $ 160,900 Task 3-Sample Analysis and QA/QC Analysis MS4&TMDL analytical chemistry and mircobiology Out3.1 $ 19,250 $ 20,850 $ 21,450 $ 22,100 NSW outfall analytical chemistry and mircobiology Out3.2 $ 1,200 $ 5,900 $ 6,100 $ 6,250 Toxicity tests Out3.3 $ 1,600 $ 1,650 $ 1,700 $ 1,750 Data Validation MS4&TMDL analytical chemistry and mircobiology Out3.4 $ 1,550 $ 1,600 $ 1,650 $ 1,700 NSW outfall analytical chemistry and mircobiology Out3.5 $ 200 $ 600 $ 650 $ 650 Toxicity tests Out3.6 $ 400 $ 400 $ 400 $ 450 Task 3 Subtotal $ 24,200 $ 31,000 $ 31,950 $ 32,900 Task 4-Electronic Data Management and Reporting Data management Out4.1 $ 4,900 $ 6,100 $ 6,250 $ 6,450 Adaptive management memorandum Out4.2 $ 1,300 $ 1,350 $ 1,400 $ 1,400 Task 4 Subtotal $ 6,200 $ 7,450 $ 7,650 $ 7,850 Annual Total $ 182,500 $ 184,050 $ 191,500 $ 201,650 RECEIVING WATER MONITORING Annual Total per Year Task Description Task ID Year 1 Year 2 Year 3 Year 4 Task 1-Sampling and Analysis Plan&Supportign Documents Sampling plan&Integrated Health and Safety Plan Rec1.1 $ 7,600 $ - $ - $ - Task 1 Subtotal $ 7,600 $ - $ - $ - Task 2-Receiving Water Sampling Three wet events at two stations Rec2.1 $ 12,400 $ 12,800 $ 13,200 $ 13,600 Two dry events at two stations Rec2.2 $ 7,800 $ 8,050 $ 8,300 $ 8,500 Task 2 Subtotal $ 20,200 $ 20,850 $ 21,500 $ 22,100 Task 3-Sample Analysis and QA/QC Analytical chemistry and mircobiology Rec3.1 $ 29,500 $ 7,000 $ 7,200 $ 7,450 Toxicity tests and toxicity identification evaluations Rec3.2 $ 16,100 $ 14,050 $ 14,500 $ 17,600 Data Validation Rec3.3 $ 4,700 $ 3,300 $ 3,400 $ 3,500 Task 3 Subtotal $ 50,300 $ 24,350 $ 25,100 $ 28,550 Task 4-Electronic Data Management and Reporting Data management Rec4.1 $ 10,400 $ 8,150 $ 8,400 $ 8,700 Adaptive managmeent memorandum Rec4.2 $ 1,300 $ 1,350 $ 1,400 $ 1,400 Task 4 Subtotal $ 11,700 $ 9,500 $ 9,800 $ 10,100 Annual Total $ 89,800 $ 54,700 $ 56,400 $ 60,750 Combined Annual Total $ 272,300 $ 238,750 $ 247,900 $ 262,400 Contract Total $ 1,021,350 EXHIBIT C-1 SCHEDULE OF COMPENSATION BY TASK cont. Table C-1B OUTFALL MONITORING I Estimated Schedule of Cost Occurance-Typical per Contract Years Task Description SubTask ID May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Total' Task 1-Sampling and Analysis Plan&Supporting Documents Access Agreements/permits/TCPs5 Out1.1 100% 100% Sampling plan&Integrated Health and Safety Plan' Out1.2 50% 50% 100% Task 2-Outfall Monitoring Equip.lease,prep,install,maint of 2 flow meters Out2.1 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 100% Wet weather monitoring Event 13 Out2.2.1 25% 50% 25% 100% Wet weather monitoring Event 23 Out2.2.2 25% 50% 25% 100% Wet weather monitoring Event 33 Out2.2.3 25% 50% 25% 100% Dry weather monitoring(4 sites/12 events per year) Out2.3 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 100% NSW outfall monitoring Event 1 Out2.4.1 25% 50% 25% 100% NSW outfall monitoring Event 2 Out2.4.2 25% 50% 25% 100% NSW outfall monitoring Event 3 Out2.4.3 25% 50% 25% 100% NSW outfall monitoring Event 4 Out2.4.4 25% 50% 25% 100% Option of 2 additional flow meters Out2.5 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 8.33% 100% Task 3-Sample Analysis and QA/QC ANALYSIS MS4&TMDL analytical chemistry and mircobiology Event 14 Out3.1.1 25% 50% 25% 100% MS4&TMDL analytical chemistry and mircobiology Event 24 Out3.1.2 25% 50% 25% 100% MS4&TMDL analytical chemistry and mircobiology Event 34 Out3.1.3 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 1 Out3.2.1 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 2 Out3.2.2 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 3 Out3.2.3 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 4 Out3.2.4 25% 50% 25% 100% Toxicity tests Event 14 Out3.3.1 25% 50% 25% 100% Toxicity tests Event 24 Out3.3.2 25% 50% 25% 100% Toxicity tests Event 34 Out3.3.3 25% 50% 25% 100% DATA VALIDATION MS4&TMDL analytical chemistry and mircobiology Event 14 Out3.4.1 25% 50% 25% 100% MS4&TMDL analytical chemistry and mircobiology Event 24 Out3.4.2 25% 50% 25% 100% MS4&TMDL analytical chemistry and mircobiology Event 34 Out3.4.3 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 1 Out3.5.1 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 2 Out3.5.2 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 3 Out3.5.3 25% 50% 25% 100% NSW outfall analytical chemistry and mircobiology Event 4 Out3.5.4 25% 50% 25% 100% Toxicity tests Event 14 Out3.6.1 25% 50% 25% 100% Toxicity tests Event 24 Out3.6.2 25% 50% 25% 100% Toxicity tests Event 34 Out3.6.3 25% 50% 25% 100% Task 4-Electronic Data Management and Reporting Data management Event 1 Out4.1.1 50% 50% 100% Data management Event 2 Out4.1.2 50% 50% 100% Adaptive management memorandum Out4.2 50% 50% 100% Notes: 1 This an estimated schedule of expenditures for a typical contract year.Weather,lab scheduling,regulatory changes,data results,subcontractor delays,staff availability,etc.may all contribute to variations in the month in which activities occur.The purpose of the table is to provide a reasonable check against invoices presented not a restriction to periods in which activities may be invoiced. 2 For total estimated expenditure in a given year,see Table C-1A,in this exhibit 3 Wet weather events cannot be predicted on an annual basis.The table uses these as placeholder dates.Payment will occur as the weather requires. 4 This activity will correspond with wet weather event 5 This activity occurs in year one only 6 This activity occurs in years one and two only EXHIBIT C-1 SCHEDULE OF COMPENSATION BY TASK cont. Table C-iC RECEIVING WATER MONITORING Estimated Schedule of Cost Occurance-Typical per Contract Year' Task Description SubTask ID May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Total Task 1-Sampling and Analysis Plan&Supporting Documents Sampling Plan&Integrated Health and Safety Plan Rec1.1 50% 50% Task 2-Receiving Water Sampling Three wet events at two stations-Event 13 Rec2.1.1 25% 50% 25% 100% Three wet events at two stations-Event 23 Rec2.1.2 25% 50% 25% 100% Three wet events at two stations-Event 33 Rec2.1.3 25% 50% 25% 100% Two dry events at two stations-Event 1 Rec2.2.1 25% 50% 25% 100% Two dry events at two stations-Event 2 Rec2.2.2 25% 50% 25% 100% Task 3-Sample Analysis and QA/QC Analytical chemistry and mircobiology Event 14 Rec3.1.1 25% 50% 25% 100% Analytical chemistry and mircobiology Event 24 Rec3.1.2 25% 50% 25% 100% Analytical chemistry and mircobiology Event g Rec3.1.3 25% 50% 25% 100% Toxicity tests and toxicity identification evaluations-Event P Rec3.2.1 25% 50% 25% 100% Toxicity tests and toxicity identification evaluations-Event 2 Rec3.2.2 25% 50% 25% 100% Toxicity tests and toxicity identification evaluations-Event g Rec3.2.3 25% 50% 25% 100% Data Validation-Event 14 Rec3.3.1 25% 50% 25% 100% Data Validation-Event 2 Rec3.3.2 25% 50% 25% 100% Data Validation-Event 34 Rec3.3.3 25% 50% 25% 100% Data Validation-Event 45 Rec3.3.4 25% 50% 25% 100% Data Validation-Event 55 Rec3.3.5 25% 50% 25% 100% Task 4-Electronic Data Management and Reporting Data management-Event 1 Rec4.1.1 50% 50% 100% Data management-Event 2 Rec4.1.2 50% 50% 100% Adaptive management memorandum Rec4.2 50% 50% 100% Notes: 1 This an estimated schedule of expenditures for a typical contract year.Weather,lab scheduling,regulatory changes,data results,subcontractor delays,staff availability,etc.may all contribute to variations in the month in which activities occur.The purpose of the table is to provide a reasonable check against invoices presented not a restriction to periods in which activities may be invoiced. 2 For total estimated expenditure in a given year,see Table C-1A,in this exhibit 3 Wet weather events cannot be predicted on an annual basis.The table uses these as placeholder dates.Payment will occur as the weather requires. 4 This activity will correspond with wet weather event 5 This activity will correspond with dry weather event 6 This activity occurs in year one only EXHIBIT C-2 RATE SHEET FOR TIME AND MATERIALS 01203.0022/287800.4 IEMIIrdrgtaIMIIIIIIrt5RMIENCtaA"iikilSggeAr. gt Corporation Name: Anchor QEA, LLC Rates Effective Beginning: January 11 2016 Ending: December 31, 2016 Base labor rates will have a 4 percent annual escalation rate, starting January 1, 2017. Labor Category/Grade (As identified in submittal Hourly Fully for all project staff) Eoade�Rate Principal Engineer/Scientist $ 230 Senior Managing Engineer/Scientist $ 203 Managing Engineer/Scientist $ 189 Senior Engineer/Scientist $ 168 Staff 3 Engineer/Scientist $ 148 Staff 2 Engineer/Scientist $ 133 Staff 1 Engineer/Scientist/Biologist $ 112 Senior Design/CAD $ 117 Design/CAD $ 98 Technical Editor/Project Coordinator $ 98 Field Technician $ 95 FEE ON SUBCONSULTANTS AND EXPENSE CHARGES lartgaratisiiitatik Percept . .lied To rs 10 Subconsultants 5 Travel and Other Direct Costs (field equipment and supplies) OTHER DIRECT CHARGES Charge , Price/Unitr ;Charge; e c n i /U it CADD $10/hour Reproduction—B&W regular $0.15/page Graphic Plots (per plot size) $3 -$6/sf Reproduction—B&W oversized $1.00/page Communications $20/person Reproduction—Color regular $1.00/page IRS Mileage Mileage Reimbursement Reproduction—Color oversized $1.50/page Rate IligililiCtM211141111111PEMP. . „ MAJOR EQUIPMENT RENTAL/LEASE RATE em Description. to Anchor QEA Truck 100 day Autosampler(Portable) 775 event Autosampler Teflon-lined Tubing 2 foot Confined Space Equipment 200 day Digital Camera 5 day Digital Video Camcorder 25 day Field Laptop 75 day Field Sampling Gear (sediment) 20 day Field Sampling Gear (water quality) 5 day Flow meter—with Area Velocity Sensor 2,975 year Flow meter—handheld 150 day GPS- Handheld 20 day Health and Safety Equipment (PPE) 20 day Individual parameter Water Quality Meters 30 day Installation Hardware 50 site Installation Tools 35 day Laser Range Finder 10 day Multiparameter Water Quality Sonde 100 day Portable Flow/Water Level Recorder 225 event Pump, Peristaltic 75 day Sample Bottles—Glass, 10L 10 event Sample Intake Strainer(stainless steel or Teflon) 95 unit Small Boat Rental 300 day Swing Sampler Pole/Depth Integrated Sampler 35 event Traffic Control Equipment 50 day Water Sampler(Van Dorn) 30 day The attached summary rate sheet and rate tables are business confidential,shall not be disclosed outside Rancho Palos Verdes and shall not be duplicated,used,or disclosed in whole or in part for any purpose other than to evaluate this proposal. If a contract is awarded to this offer or as a result of,or in connection with the submission of this data,Rancho Palos Verdes shall have the right to duplicate,use,or disclose the data to the extent provided in the contract. EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer and the City Attorney's office. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. For the Receiving Water Monitoring Program, the following deliverables will be provided to the City by the following dates: i. Draft Sampling and Analysis Plan(SAP)with an integrated Health and Safety Plan (HASP)within thirty (30) days of Notice to Proceed; ii. Final SAP and HASP within sixty(60) days of Notice to Proceed; iii. Receiving Water Monitoring Field Reports (one (1) each for three(3) separate wet weather monitoring events and two (2) separate dry weather monitoring events) within fourteen(14) days of the sampling event; iv. Electronic data packages in the California Environmental Data.Exchange Network(CEDEN) format submitted by June 1 and December 1 of each year; and, v. Technical memorandum identifying annual recommendations for adaptive management submitted by September 1 of each year. B. For the Outfall Monitoring Program,the following deliverables will be provided to the City by the following dates: i. Draft SAP with an integrated HASP within thirty (30) days of Notice to Proceed; ii. Final SAP with an integrated HASP within sixty(60) days of Notice to Proceed; iii. Outfall Monitoring Field Reports (one (1) each for three (3) separate wet weather monitoring events and two (2) separate dry weather monitoring events) within fourteen (14) days of the sampling event; iv. Electronic data packages in the CEDEN format submitted by June 1 and December 1 of each year; and, v. Technical memorandum identifying annual recommendations for adaptive management submitted by September 1 of each year. III. Certain services are to be performed annually as provided in Exhibit C-1. The term of this Agreement, unless otherwise terminated in accordance with Article 7, shall be four (4) years. However, the Adaptive Management requirements described in the CIMP, or other regulatory changes, may significantly alter the monitoring requirements in that time. Therefore, the City has the right to evaluate the effectiveness of the monitoring program annually and alter it, either reducing or expanding it, and may make proportionate changes to the compensation and time 01203.0022/287800.4 schedules provided herein. Additionally the Contract Officer may approve extensions for performance of the services in accordance with Section 3.2 so long as consistent with meeting the requirements of the regulatory agencies. 01203.0022/287800.4