CC SR 20171219 H - DB StevensRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 12/19/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to modify the scope of services and contract sum of
the Contract Services Agreement with Daniel B. Stevens.
RECOMMENDED COUNCIL ACTION:
(1) Authorize Staff to execute the attached Change Order #1 allowing for the
modified scope of services to include NCCP document review, additional edits,
presentations, meetings and site visits to the existing contract with Daniel B.
Stevens at an amount not to exceed $35,100; and,
(2) Authorize an additional appropriation to the project in the amount of $35,100.
FISCAL IMPACT: This work is included in the adopted FY17-18 municipal budget.
Amount Budgeted: $123,200
Additional Appropriation: $43,800
Account Number(s): 330-400-8304-8101
ORIGINATED BY: Ron Dragoo, PE, Principal Engineer- 7
Allan Kaufman, Senior Administrative Analyst A
REVIEWED BY: Elias Sassoon, PE, Director of Public WorksZ4&
APPROVED BY: Doug Willmore, City Manager.....,",,,,— I
ATTACHED SUPPORTING DOCUMENTS:
A. Change Order #1 (page A-1)
B. Daniel B. Stevens Contract (page B-1)
BACKGROUND AND DISCUSSION:
In July 2017, the City Council approved a contract with Daniel B. Stevens (DBS&A) to
prepare the Portuguese Bend Feasibility Study Update to identify the most effective
means of removing water as a contributing factor to the continuing slope failure in the
area.
At this time, Public Works is also requesting that the City Council consider allowing
Daniel B. Stevens to work with City Staff to obtain and review the draft Natural
Communities Conservation Plan (NCCP) and Habitat Conservation Plan (HCP)
documents for consistency with the update to the Portuguese Bend Feasibility Study.
1
In order to integrate information and details regarding planned landslide stabilization
activities into the draft NCCP and HCP plans as needed, DBS&A will develop and
present an overview of proposed activities. These activities include stream channel
lining, habitat engineering, groundwater extraction, horizontal drain installation and on-
going maintenance. In addition, DBS&A will perform site visits, attend meetings, make
presentations and review additional historical documents to supplement the initial
document review for the draft Feasibility Update report preparation.
Adopting Staff's recommendations will result in an additional appropriation and an
authorization for Staff to execute a Contract Change Order for the review of the NCCP
and HCP documents for consistency with the update to the Portuguese Bend Feasibility
Study.
ALTERNATIVE:
In addition Staff's recommendations, the following alternative actions are available for
the City Council's consideration:
Take other action as deemed appropriate by the City Council.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
DANIEL B. STEPHENS & ASSOCIATES, INC.
01203.0006/399807.1
As
AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO
PALOS VERDES AND DANIEL B. STEPHENS & ASSOCIATES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 18th day of July, 2017, by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Daniel B. Stephens & Associates, Inc., a New
Mexico corporation ("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
01203.0006/399807.1 -2-
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall
be incorporated herein by this reference as though fully set forth herein. In the event of
any inconsistency between the terms of such proposal and this 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,
01203.0006/399807.1
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plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
1.7 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.
01203.0006/399807.1
so
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 Hundred and Twenty -Three Thousand Two Hundred
Dollars ($123,200) (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 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
01203.0006/399807.1
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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.
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.
01203.0006/399807.1
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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
xhibit "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:
Stephen J. Cullen, PhD, PG Principal In Charge
(Name) (Title)
John J. Dodge, PG Project Manager
(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.
01203.0006/399807.1 .
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4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo or such person as may be designated by
the City Manager. It shall be the Consultant's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Consultant
shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms
of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in
fixing their number, compensation or hours of service. Consultant shall perform all services
required herein as an independent contractor of City and shall remain at all times as to
City a wholly independent contractor with only such obligations as are consistent with that
role. Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any purpose
become or be deemed to be a partner of Consultant in its business or otherwise or a joint
venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assi ngnment.
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.
01203.0006/399807.1
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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 "ani
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
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.
01203.0006/399807.1
O M
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 NAMED HEREIN.
[to be initialed]
C41ltant 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.
01203.0006/399807.1
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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
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 parry
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,
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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 to the extent 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 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,
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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.
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(b) Consultant, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by
the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this 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 (3 0) 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
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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.
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
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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 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
01203.00061399807.1
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I
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-liabili , 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 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 parry 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.
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Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this 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
parry desires or is required to give to the other parry or any other person shall be in writing
and either served personally or sent by prepaid, first-class mail, in the case of the City, to the
City Manager and to the attention of the Contract Officer (with her/his name and City title),
City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275
and in the case of the Consultant, to the person(s) at the address designated on the execution
page of this Agreement. Either party may change its address by notifying the other party of
the change of address in writing. Notice shall be deemed communicated at the time personally
delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this
Section.
9.2 Interpretation.
The terms of this 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.
01203.00061399807.1
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I
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 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 parry is
formally bound to the provisions of this Agreement, and (iv) that 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.
01203.0006/399807.1
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IS
01203.0006/399807.1
[SIGNATURES ON FOLLOWING PAGE]
-20-
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
muni ' corporati
AT T: ri nam e , Mayor
11y ColArffl, City Clerk
APPROVED AS TO FORM:
FEW 0 1 -
gm
City Attorney
CONSULTANT:
DANIEL B. STEPHENS & ASSOCIATES, INC., a
New Mexic corporation
By:
me:�J 4 E K E l.5 E y
itle:t-
Name:
Title:
Address: 3150 Bristol Street
Suite 210
Costa Mesa, CA 92626
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
01203.0006/399807.1
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B-21
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.
TATE OF-GA�9I Ate 1A) f146 X I (_l)
OF SCG "A A U L.L. 0
StPt 4- , 2017 before me, personally a earedTames Q. KeiSe
p y pp proved to me on the basis
;factory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
certify under PENALTY OF PERJURY under the laws of the State of GaWen is that the foregoing paragraph is
id correct. ..Akwi' ewco
�
/ITNESS my hand and official seal. OFFICIAL SEAL
Deborah J. Saivato
ignature: ' NOTARY PUBLIC
,��• STATE OF NEW MEXICO i
My Commission Expirasl
OPTIONAL
the data below is not required by law, it may prove valuable to persons relying on the document and could p
nt reattachment of this form.
CAPAC CLAIMED BY SIGNER DESCRIPTION OF A,TTTACHED DOCUMENT
INDIVIDUAL \,
CORPORATE OFFICER
TITLE(S)
PARTNER(S) ❑ LMTED
❑ GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVA ZR
OTHER
IS REP NTING:
OF PERSON(S) OR ENTITY(IES))
OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Emily Colburn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Campbell, Mayor
CONSULTANT:
DANIEL B. STEPHENS & ASSOCIATES,
INC., a New Mexico corporatio
By: A j NaI
me: e n �� tt
Title: tG�Y'Cglc�
By:
Name:
Title:
Address: 3150 Bristol Street, Suite 120
Costa Mesa, CA 92626
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.
-18-
01203.0006/390386.1
B-23
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2017 before me�1a0.txlersonally appeared '�.1W1$b�V� roved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESSIlm hand and official seal. JENNIFER PUAKEA PEDER&
Notary Public - California
Signature: Santa Barbara Courcy
Commission #F 2170014
My Cortfm. WWI Oct 29, 2t
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
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/390386.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
I
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2016 before me, ; personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIM[ITED
❑ GENERAL
❑
ATTORNEY -TN -FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-25
EXHIBIT "A"
SCOPE OF SERVICES
I. Background
A number of studies have been conducted since regional slope failure was first
recognized in the vicinity of Rancho Palos Verdes primarily in the mid-1950s. Those studies
have generally indicated that slope stability could potentially be achieved through some
combination of surface water capture and infiltration control, groundwater
extraction/dewatering, mass regrading, reinforcement of the landslide toe, and shoreline
erosion control. The City wishes to develop a comprehensive program that will ultimately
result in stabilizing the extensive landslide complex that exists in the Portuguese Bend area.
The program that the City envisions will use information presently available to
characterize, as completely as possible, the hydrology of the landslide area. Using this
characterization, Consultant will complete a Feasibility Study ("FS") update to identify the
most effective means of removing water as a contributing factor to the continuing slope failure
in the area. This FS update will then be used as the basis to prepare federal or other grant
funding applications to fund closing data gaps, if any, identified in the FS update, and to
fund a design -build project(s) to implement the remedies selected in the FS update.
II. Consultant will perform the following Services:
Task 1: Compile and Review Background Documents
Consultant will compile past work on this topic during development of the FS update.
Consultant will also evaluate and integrate, where appropriate, the results of the October 1995
Plan of Control (POC) and the March 1997 FS completed for the City. These documents
evaluated and proposed shoreline and landslide stabilization coupled with dewatering and mass
re -grading as remedial options.
Task 2: Hydrogeologic Characterization
Consultant will characterize, as thoroughly as possible based on existing data, the
hydrologic system governing surface water occurrence and flow, its interaction with and
infiltration to groundwater, its fate in the subsurface, contribution to artesian groundwater
conditions, and its contribution to past and future slope failure. Additional data needs identified
in the hydrological study prepared as part of the FS will be itemized as "data gaps" to be
addresses during future efforts, such as during design/build FS remedy implementation.
Task 3: Geotechnical Modeling
Consult will develop a preliminary, tentative three-dimensional model of the Portuguese
Bend landslide complex as a semi -quantitative communication tool, created using SVSlope
01203.0006/399807.1
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i
software, to be included in the FS. Once more data are collected in the future (under a separate
scope of work and budget), the model will be further refined and developed in more detail as
appropriate (under a separate scope of work and budget). Using historical reports and existing
data, model input will include area topography, groundwater elevation contours in the landslide
area, and a contour map of the basal failure surface.
Task 4: Feasibility Study Development
Consultant will incorporate the results of the numerous existing reports and studies
completed by others to develop a FS update for overall regional landslide mitigation. The FS
will primarily address the active Portuguese Bend landslide complex. However, adjacent
landslide areas within the City may also be addressed as needed due to the interconnectivity of
the geologic, hydrological, and geotechnical factors affecting the landslide on a larger scale. The
landslide mitigation will focus primarily on slope failure abatement, slope stabilization, and land
resource reclamation. Related tasks such as terrestrial or marine biological resources
management, roadway infrastructure repair and upgrade and potentially, coastal and marine
habitat restoration, will also be addressed, as appropriate to the needs of the City.
The format of the FS is anticipated to broadly follow the federal FS format developed
for the Comprehensive Environmental Response Compensation, and Liability Act (CERCLA)
(Superfund). That is, the document will be a CERCLA-analogue FS. The CERCLA FS approach
is a systematic and thorough concept -level methodology widely accepted in the engineering
industry to develop, analyze, and select cost-effective mitigation alternatives accepted by
federal, state, and local regulators and community stakeholders. This format consists of the
following primary elements:
1. Problem definition
2. Mitigation objectives
3. Summary and analysis of applicable laws and regulations
4. Identification of general mitigation response action (technology options)
5. Screening of available technology options
6. Detailed analysis and comparison of technology options and magnitude of cost
7. Selection and presentation of preferred technology option(s) and magnitude of cost
The FS will also include a 3D model, as described in Task 3, to identify data gaps and
to evaluate impacts of candidate mitigation measures.
Task 5: General Consulting (As -Needed)
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*General Consulting work will only be completed pursuant to the Work Request
Procedure, as described in Section III below. Consultant acknowledges that City has no
obligation to request General Consulting work from Consultant under this Agreement.
• Consultant will provide general consulting services to the City on an as -needed basis for
such items as meeting preparation, attendance, and presentations, responding to City
requests to address public inquiries as they arise regarding technology options, program
goals, or other site -related issues per City request.
Consultant will assist the City, on an as -needed basis, with the development and
submittal of a federal (or other) infrastructure funding application to obtain funds for FS
implementation. Consultant will help the City understand the grant process, prepare the
necessary items for submittal, and prepare and submit the grant funding application
package. Consultant will also help the City with potential follow-up questions during
application review and processing.
If desired by the City, a summary of the draft FS and a federal (or other) funding status
update will be delivered to public stakeholders in a public meeting presentation.
Consultant will prepare a PowerPoint presentation outlining the FS process and the
funding process, the primary available technologies that were screened, and the details
of the remedies selected to meet the defined project objectives. A draft version of the
PowerPoint presentation will be submitted to the City for review, comment, and
approval before the public meeting is held.
• Consultant will work closely with the City to develop a design/build request -for -
proposal (RFP) that can be publicly submitted to solicit contractors to implement the
mitigation program outlined in the FS.
• Data gap work may also be identified, scoped, costed, and implemented under this task,
such as data acquisition that may need to be completed to inform the FS during its
development, or additional data that may be needed to inform the design/build RFP or
mitigation construction.
III. Work Request Procedure
The following Work Request Procedure applies to all General Consulting work:
A. Each task to be performed shall be set forth in a written request ("Request")
such as an email produced by the Contract Officer with a description of the work
to be performed, and the time desired for completion. All tasks shall be carried
out in conformity with all provisions of this Agreement.
B.
01203.0006/399807.1
Following receipt of the Request, the Consultant shall prepare a "Task Proposal'
or email response that includes the following components:
A-3
Ajir�ue
(1) a written description of the requested task ("Task Description") including
all components and subtasks, and including any clarifications of the
descriptions provided in the Request;
(2) the costs or level of effort (hours) to perform the task ("Task Budget");
(3) an explanation of how the cost was determined; and
(4) a schedule for completion of the task ("Task Completion Schedule"),
including a final completion date ("Task Completion Date").
(5) a Hit -7 -of the individuals who�,will be --assigned ,to the Task, including
C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and
issue a Notice to Proceed for example by email when a written agreement has
been reached on the Task Proposal.
D. The task shall be performed at a cost not exceeding the Task Budget.
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule.
IV. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Draft FS: A draft Feasibility Study will be submitted to the City for review
and comment before the final FS is prepared. Consultant will also submit
revised drafts as requested by City. As discussed in the Consultant proposal dated
June 21, 2017, comment review and incorporation into the draft and/or final FS,
including City (staff and legal), public, or regulatory agency comments may require
a budget supplement depending on the number, magnitude, and format of the
comments received.
B. Final FS: Consultant will deliver 6 paper copies including maps, graphs, and text,
and an electronic copy of the document (MS Word and GIS files). The Final FS
will incorporate comments and feedback from the City and will address public
comments, if any, as appropriate and as determined by City. As discussed in the
Consultant proposal dated June 21, 2017, comment review and incorporation into
the draft and/or final FS, including City (staff and legal), public, or regulatory agency
comments may require a budget supplement depending on the number, magnitude,
and format of the comments received.
C. Other (As -Needed): Consultant will prepare and deliver such other tangible work
products as may be requested by the City in accordance with the procedures
detailed in II. Task 5 of Exhibit A, and Section III as part of Consultant's General
Consulting work.
01203.0006/399807.1
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V. 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 updates (1-2 pages by email) with narrative descriptions and overview
of all services performed by Consultant during the preceding month.
VI. 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.
VII. Consultant will utilize the following personnel to accomplish the Services:
A. S. Cullen, Principal Professional I
B. J. Dodge, Senior Professional I
C. N. Matasovic, Senior Professional I
D. G. Schnaar, Project Professional III
E. L. Gurrola, Project Professional III
F. Staff CEG, Project Professional I
G. R. Faye, Senior Technical Editor
H. K. Schwartz, Staff Professional I
I. A. Molina, CADD/GIS/Data Base II
J. L. Martinez, Project Assistant II
In the interest of project quality and cost efficiency, Consultant may also elect to use other personnel
as deemed appropriate for the specific task assignment.
01203.0006/399807.1
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract
Boilerplate)
I. Section 1.1, Scope of Services, is amended as follows (deleted text in striket4OH01-,
added text in bold italics):
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 and
shall provide competent services with the skill and judgement normally exercised 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 mean those standards of practice recognized by one or more first-class firms
performing similar work under similar circumstances.
H. Section 3.4, Term, is amended to read as follows (deleted text in st6lethfeulgh, added
text in bold italics):
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 two (2)erre
(44 years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit "D"). /
tf
III. Section .A<Representatives and Personnel of Consultant, is amended to read as
follows (deleted text in stfikethfatigk, added text in bold italics):
b
' 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:
01203.0006/399807.1
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Stephen J. Cullen, PhD, PG Principal In Charge
(Name) (Title)
John J. Dodge, PG Project Manager
(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 material changes in
Consultant's €Principals and subcontractors, if any, assigned to perform the services
required under this Agreement, prior to and during any such performance.
01203.0006/399807.1
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the work on a time and materials basis at the 2017 rates
shown in Exhibit C-1. The rates provided in Exhibit C-1 may not be escalated
during the term of this Agreement. Estimated quantities listed in Exhibit C-1, if
any, are for the purpose of estimation only. Actual quantities and compensation
will depend on the needs of the City. The estimated costs for the completion of
Tasks 1 through 5, as described in Exhibit A, are as follows:
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion
of services. NOT APPLICABLE
HI. 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.
IV. 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.
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Cost Summary by Task
Task No.
Project Description
Cost
1
Background Documents Compile/Review
$15,215
2
Hydrogeologic Characterization
$32,535
3
Geotechnical Modeling
$16,085
4
Feasibility Study Development
$35,445
5
General Consulting
$23,924'
Subtotal:
Total:
$123,200
$123,2001
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion
of services. NOT APPLICABLE
HI. 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.
IV. 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.
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E. Each invoice shall also include a signed statement indicating the percentage of Tasks
1-4 that has been completed to date (e.g., Task 1: 50%; Task 2: 33%). At no time
shall the percentage of the total Task subbudget requested for any Task (1-4) exceed
the percentage of completion of that Task (e.g., if Task 1 is 50% complete,
Consultant shall not be entitled to total payment of more than 50% of the subbudget
for Task 1).
V. The total compensation for the Services shall not exceed $123,200 as provided
in Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1.
01203.0006/399807.1
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EXHIBIT "Cl"
BILLING RATES AND ESTIMATED COSTS
TASK 1
Task 11 Backaround Documents ComilefRoview
SERVICES
QUANTITY
UNIT
UNIT FEE
QUANTITY
COST
Principal Professional I
S. Cullen
Hour
$ 260.00
16
$ 4,000,00
Senior Professional I
J. Dodge
Hour
2W00
16
3,200.00
Senior Professional I
N. matasovic
Hour
200 00
16
3,200.00
Project Professional III
G. Schnaar
Hour
185.00
8
1,480.00
Project Professional III
L. Gurrota
Hour
185.00
16
2.960.00
Project Professional I
Staff CEG
Hour
155.00
Staff Professional III
staff
Hour
130.00
Staff Professional 11
staff
Hour
125.00
Senior Technical Editor
R,Faye
Hour
120.00
Staff Professional I
K.Schwartz
Hour
110.00
3-40
375.00
CADDIGIS/Data Base 11
A -Molina
Hour
110.00
Technician III
staff
Hour
97,00
Project Assistant 11
L.Martinez
Hour
85-00
Proliect Assistant 11
R.Sustamente
Hour
nool
subtotal:
1 75 1
$ 16,216-00
EXPENSES MARKUP UNIT UNIT FEE
QUANTITY
COST
Subtotal:I
$ 0.04)
Total Direct Cost 15,215.
Markup on third party services
TASK I SUBTOTAL $ 15,215.0
New Mexico Gross Receipts Tax @ 0-
TASK I TOTAL $ 15,215.1
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TASK 2
Task 2 Hurimapn1mir. Phttrar4ariv.#1—
SERVICES
UNIT
UNIT r-tE_
QUANTITY
COST
Principal Professional I S. Cullen
Hour
250,00
50
$ 12,500.570
Senior Professional I J. Dodge
Hour
200.00
40
8,000,00
Senior Professional I N. Matasovic
Hour
200-00
4
800,00
Project Professional III G. Schnaar
Hour
185.00
40
7,400.00
Project Professional III L. Gurrola
Hour
185.00
6
1,110.00
Project Professional I Staff CEG
Hour
155,00
Staff Professional III Staff
Hour
130.00
Staff Professional 11 staff
Hour
125.00
Senior Technical Editor R.Faye
Hour
120.00
Staff Professional I K.Schwartz
Hour
140.00
CADINGIStData Base It A.Idolina
Hour
110.00
24
2,640.00
Technician III Staff
Hour
97.00
Project Assistant 11 L.Martinez
Hour
85,00
1
85,00
Prol ct Assistant 11 R.Bustamante
Hour
85-00
Subtotal:I
�1 6 S
$ 32,U6.66
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I
MARKUP
UNIT
UNIT FEE
QUANTITY
COST
Subtotal:'
0ml
Total Direct Cost 32,635.00
Markup on third paqy services 0.00
TASK 2 SUBTOTAL 32,536.00
Now Mexico Gross Receipts Tax @ 0.00
TASK 2 TOTAL 32,635.00
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I
TASK 3
Task 3 Geotechnical Modelina
SERVICES
I QUANTITY
UNIT
UNIT FEE
QUANTITY
COST
Principal Professional I
S. Cullen
Hour
$ 250.00
4
$ 1,000-05
Senior Professional I
J. Dodge
Hour
200.00
4
800.00
Senior Professional I
N, Matasovic
Hour
200.00
24
4,800.00
Project Professional III
G. Schnaar
Hour
185.00
Project Professional III
L. Gurrola
Hour
185,00
24
4,440-00
Project Professional I
Staff CEG
Hour
155,00
32
4,960.00
Staff Professional III
Staff
Hour
130.00
Staff Professional If
Staff
Hour
125,00
Senior Technical Editor
R.Faye
Hour
120,00
Staff Professional I
K.Schwartz
Hour
110.00
CADE)IGIS/Data Base I[
A.Molina
Hour
110.00
Technician III
staff
Hour
97.00
Project Assistant 11
L.Martinez
Hour
85.00
1
85-00
Project Assistant 11
R.Bustamantel
Hour
85.00
Subtotal;
89
$ 16,085.00
EXPENSES MARKUP UNIT I UNIT FEE
I QUANTITY
COST
$
SubWtal,l
I
Total Direct Cost 16,085.00
Markup on third ppl!X services 0.00
TASK 3 SUBTOTAL S 16,085.00
New Mexico Gross Receipts Tax @ 0.00
F TASK 3 TOTAL $ 16,085.00
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TASK 4
Task 4 Feasibility Studv Develooment
SERVICES
UNIT
UNIT FEE
QUANTITY
COST
Principal Professional I S. Cullen
Hour
$ 250.00
40
$ 10,000.00
Senior Professional I J. Dodge
Hour
200.90
40
8,000.00
Senior Professional I N. Matasovic
Hour
200.00
24
4,1300.00
Project Professional III G. Schnaar
Hour
185.04
24
4,440.00
Project Professional Ill L. Gurrola
Hour
185.00
24
4,440.00
Project Professional I Staff CEG
Hour
155,00
Staff Professional III Staff
Hour
139-00
Staff Professional li Staff
Hour
125.00
Senior Technical Editor R.Faye
Hour
120.40
16
1,920.00
Staff Professional l K.Schwarrz
Hour
110.00
16
1,760.00
CARD/GIS/Data Base 11 A.Molina
Flour
110,00
Technician III Staff
Hour
97.00
Project Assistant [I L_Martinez
Hour
$5,00
1
85.00
Pro ect ,assistant [I R.Sustarnantel
Hour 1
85.00
Subtotal.
185
1 $ 35,445.
EXPENSES MARKUP UNIT UNIT F'EE QUANTITY COST
$ $
Subtotal -.1 $ 0.00
otal Direct Cost 35,445.00
Markup on third paq services 0.00
TASK 4 SUBTOTAL $ 35,446.00
New Mexico Grass Receipts Tax @ 0.00
TASK 4 TOTAL $ 35,445.00
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TASK S
Tach S CCpnpral Cnnsirltina
SERVICES
I UNIT
UNIT
UNIT FFE
QUANTITY
COST
P. rincipal Professional 1
S. Cullen
Hour
$ 254.00
32 S
8,000-00
Senior Professional I
J. Dodge
Hour
200.00
32
6,400.0
Senior Professional I
N. Matasovic
Hour
200,00
17 '
3,400.0
Project Professional III
G. Schnaar
Hour
185,00
16
2,960.0
Project Professional III
L. Gurrola
Hour
185.00
16
2,960.0
Project Professional I
Staff CEG
Hour
155,00
Staff Professional III
Staff
Hour
130.00
Staff Professional 11
Staff
. Hour
125.00
Senior Technical Editor
R.Faye
Hour
120.00
Staff Professional I
K.Schwartz
Hour
110.00
1.04
116.0
CARD/GIS10ata Base 11
A.Molina
Hour
110.00
Technician III
Staff
Hour
97.00
Project Assistant If
L.Martinez
Hour
85.00
1
85.00
Project Assistant 11
R.Bustamante'
Hour
85.00
Subtotal:
115 $
23 92II.4II
EXPENSES MARKUP
I UNIT
UNIT FEE
QUANTITY
COST
Subtotal-
$ 0.00
Total Direst Cost 23,520.
Markup on third party services 0'.
TASK 5 SUBTOTAL S 23,920.4
New Mexico Gross Receipts Tax @ 0.00
TASK 5 TOTAL $ 23,9204
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall deliver the following tangible work products to the City by
the following dates:
A. Draft FS: First draft due approximately four (4) months after the date of contract
execution.
B. Final FS: Approximately four (4) weeks after receipt by the Consultant of all
comments on the draft FS submitted by the City and stakeholders.
C. Other (As -Needed): Consultant shall deliver tangible work products and
complete each task no later than the Task Completion Date, and in accordance
with the Task Completion Schedule, set in the Task Proposal.
II. The Contract Officer may approve extensions for performance of the services
in accordance with Section 3.2.
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