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RPVCCA_CC_SR_2013_03_05_05_San_Ramon_Canyon_Stormwater_Flood_Reduction_ProjectTO: FROM: DATE: SUBJECT: MEMORANDUM RANCHO PALOS VERDES HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL .~ DIRECTOR OF PUBLIC WORKS'(J , MARCH 5,2013 AWARD CONTRACTS -SAN RAMON CANYON STORMWATER FLOOD REDUCTION PROJECT REVIEWED:CAROLYN LEHR,CITY MANAGER ~ Project Manager:Ron Dra~ RECOMMENDATIONS 1 Approve the Plans and Specifications for the San Ramon Canyon Stormwater Flood Reduction Project. 2 Approve Item 1 to Award a Construction Contract to L.H.Woods and Sons Inc. ($15,140,000)for construction of the San Ramon Canyon Stormwater Flood Reduction Project and authorize a 10 percent construction contingency ($1,500,000). 3 Approve Item 2 to Award a Professional Services Contract to KOA Corporation for construction management and construction inspection services ($640,840) for the San Ramon Canyon Stormwater Flood Reduction Project. 4 Approve Item 3 to Award a Professional Services Contract to Ninyo &Moore for geotechnical services ($246,596)during the construction of the San Ramon Canyon Stormwater Flood Reduction Project. 5 Approve Item 4 to Award a Professional Services Contract to Harris & Associates for design related consulting services ($113,000)during the construction of the San Ramon Canyon Stormwater Flood Reduction Project. 6 Approve Item 5 to Award a Professional Services Contract'to SFC Consulting to provide environmental monitoring and assistance ($117,300)during the construction of the San Ramon Canyon Stormwater Flood Reduction Project. 7 Authorize the Mayor and City Clerk to execute the contracts with L.H.Woods and Sons,Inc.,KOA Corporation,Ninyo &Moore,Harris &Associates,and SFC Consulting. 8 Adopt Resolution 2013-_,a resolution of the City Council of the City of Rancho Palos Verdes amending resolution 2012-43,the budget appropriation for 5-1 fiscal year 2012-13,for budget adjustments to the City's Capital Improvement Projects Fund and Water Quality and Flood Protection Fund for the construction of the San Ramon Canyon Stormwater Flood Reduction Project. BACKGROUND The periodic flooding of 25 th Street,which occasionally closed the access for days at a time,has been an ongoing issue for the City for many years,but the seemingly insurmountable obstacles prevented any realistic design proposals from seeing the light of day.In an attempt to solicit the help of other interested jurisdictions,City Staff frequently met with the City of Los Angeles and the Los Angeles County over several years,but were only able to identify the problems,without agreeing on a viable solution. On November 1,2008 the City Council undertook a field trip up the canyon to see the issues first hand,which led to the City Council awarding a contract for a Project Study Report o~March 16,2010.Seven alternative designs were developed and analyzed, which led to the selection of the preferred alternative. On May 17,2011 City Council awarded a design contract to Harris &Associated for the design of the San Ramon Canyon Stormwater Flood Reduction Project.The design of the City Council's preferred alternative was completed and approval of the project from all of the regulating agencies was obtained December 3,2012.Prospective bidders were prequalified and ultimately bids were received January 25,2013. In December 2011 the City was advised the San Ramon Canyon Stormwater Flood Reduction Project had been selected for a 50/50 matching grant in the amount of $9,464,727 (total value $18,929,727).The grant agreement was executed by the State in October 2012. This important project will provide much needed protection to the community by safeguarding the two strategic access routes,Palos Verdes Drive East (PVDE)and Palos Verdes Drive South (PVDS)as well as the community downstream of 25th Street in the City of Los Angeles.The project comprises a number of major elements: •The inlet structure and associated maintenance access road inside the San Ramon Canyon,adjacent to the upper switchback on PVDE •The 4,000-foot long 54"steel pipe from the inlet structure to the beach •The 2,000-foot long 80"diameter tunnel that the first half of the storm drain runs through between the Inlet Structure to a point below PVDS •The 325-foot long 80"diameter sloped tunnel to the beach;which has the last section of the pipe run through it •The outlet structure on the beach. •The partial filling of the canyon,which will help to stabilize the canyon downstream of the inlet structure. •The re-shaping and re-vegetation of areas within the canyon that are disturbed by construction as well as areas that have been eroded over years. The following conditions have been met: 5-2 •Execution of the Grant Agreement between the State of California Department of Water Resources and the City of Rancho Palos Verdes occurred on October 31, 2012 •Issuance of the permit from The Department of Fish and Game occurred on May 18,2012 •Issuance of the permit from The Los Angeles Regional Water Quality Control Board occurred on July 2,2012 •Issuance of the permit from The Army Corps of Engineers occurred on December 3,2012 •Approval of the Council-Adopted Labor Compliance Program by the Department of Industrial Relations,effective February 12,2013. Five bids were received and opened on January 25,2013.A sixth contractor was late submitting his bid and accordingly his bid was not accepted.This contractor has submitted an objection.The Staff reviewed the objection and found it to be without merit.Staff advised the contractor of the determination and provided the contractor approximately 2 weeks to appeal Staff's determination;the contractor submitted an appeal to the City Manager on February 22,2013.The City Manager reviewed the appeal and determined that the appeal is without merit. ANALYSIS This is a complex project,requiring varied services from different engineering and scientific disciplines.The following is an explanation of those services. ITEM 1 Award of the Base Bid Construction Contract to L.H.Woods &Sons Inc. The San Ramon Canyon Storm Water Flood Reduction Project has been designed to eliminate the threat of losing PVDE into the canyon,drastically reduce the flooding of 25th Street and stabilize the canyon,while providing flood protection to the downstream neighborhoods.With a project as large and as complicated as this,the City decided to prequalify interested bidders,Twelve prospective bidders were ultimately prequalified, mostly from the West Coast,but as far afield as Wisconsin.A mandatory pre-bid conference,with an extensive job-walk of the entire project was conducted with the qualified bidders.A longer than normal bid period was granted to allow for a thorough evaluation of this complex project by the bidders.Five responsive and responsible bids were received on 1/25/13 For reference the bid results are as follows: BIDDER BASE BID 1 L.H.WOODS &SONS,INC.$15,140,000 2 W.A.RAISIC CONSTRUCTION COMPANY,INC $16,335,614 3 COUCH &SONS LP $17,396,638 4 STEVE BUBALO CONSTRUCTION COMPANY $18,233,915 5 GRFCO INC.$18,924,080 5-3 Staff has evaluated the apparent low bidder's proposal,checked all references and is reporting L.H.Woods &Sons,Inc.'s proposal is a responsive and responsible bid.Staff is recommending City Council award a construction contract to L.H.Woods &Sons, Inc.,at the base bid amount of $15,140,000. The project will include placing fill soil within San Ramon Canyon adjacent to the Tarapaca Landslide,approximately 2,000 feet of tunneling under the switchbacks, 1,700 feet of traditional cut and cover storm drain installation,the installation of a slant drain to the beach which will be approximately 300 feet long,and the installation of inlet and outlet structures.Project work may require field changes which can be accomplished quickly and require additional funds.Accordingly,Staff is requesting the City Council authorize a 10 percent ($1,500,000)construction contingency.City Council "'(ill be advised if contingency funding is needed to resolve construction related issues. ITEM 2 Base Construction Management and Inspection Services Proposals were requested from five consultant firms for construction management and inspection services for the project.Two proposals were received and evaluated.The most favorable proposal was from KOA Corporation,which fulfills all of the requirements of the RFP.Staff has worked with KOA in the past and is comfortable with the proposed team's ability to provide construction management and inspections services for the project. The scope of work specific to construction management provides for the tracking and management of the schedule and expenses as would be typical on a public works project such as this.A base line project schedule will be established.The agreed upon schedule will then be loaded with project material and labor costs.Project monitoring will track the progress of work performed against the base line,invoices submitted, work completed and materials used during the progress of the work.Project schedules will be continuously monitored.A critical path Gantt chart will be used to tract project progress based on the schedule of values work completed concept.A weekly schedule with three week look ahead schedules will be used to verify construction progress. Charts will be modified as required to compare the most significant items of work with the base line schedule in addition to monitoring project spending compared to time passed.Normal budget tracking systems will be used and required project reporting performed.Work associated with each of the bid items will be traCked and assessed on a weekly basis.Payment will only be made for percentages of work completed at the time the invoice was submitted for each of the items presented in the invoice.A retention amount of 5 percent is required to be held on payments made to the contractor.Release of the 5 percent retention us usually authorized at the end of the project following filing of the notice of completion. Staff is recommending City Council award a Professional Services Agreement to KOA Corporation,Inc.for Construction Management and Inspection services in the not-to- exceed amount of $640,840. 5-4 ITEM 3 Base Geotechnical Services A proposal was requested and received from Ninyo &Moore to provide geotechnical services for the project.Ninyo &Moore is the geotechnical firm of record for this project and has a complete understanding of the project.Maintaining continuity with the construction inspection/evaluation aspect of the geotechnical firm of record is especially important on this project.Significant tunneling,boring of 38 caissons and installing 40 tieback anchors will require there professional expertise.Ninyo &Moore will provide full time geotechnical related inspection services and mapping of geotechnical conditions during the construction phase of the project and will additionally provide oversight reading the ground movement monitors that are currently in place.·A reasonable not-to- exceed cost was negotiated with Ninyo &Moore for their services in the amount of $246,596.00. ITEM 4 Base Design Support Services A propos?!l was requested and received from Harris &Associates to provide construction related design support services for the project.Harris &Associates is the design firm of record for this project and together with their structural engineer and landscape architect have a total understanding of the design intent of every aspect of the project.They are the firm best suited to respond to requests for information, interpretation of the project documents and provide evaluation of technical submittals along with engineering drawings that may be required when addressing minor changes in the work.A reasonable not-to-exceed cost was negotiated with Harris &Associates for the services in the amount of $113,000.00. ITEM 5 Base Environmental Consulting Services A proposal was requested and received from SFC Consultants Associates,Inc.to provide environmental related services for the project.SFC is the firm that provided assistance to the City during permit acquisition from the resource agencies.There are extensive requirements relating to those permits and Staff believes SFC is the firm best suited to responding to those requirements.They have a clear understanding of the goals of the project and the requirements of the Resource Agencies.SFC will also provide the environmental monitoring during the construction and provide the mitigation monitoring required during the post construction phase,which will extend for five years after the completion of the project.A reasonable not-to-exceed cost was negotiated with SFC Consulting for the services for the services in the amount of $117,300.00. The only access for the contractor to get to the beach to construct the outlet structure is through White Point,which is controlled by The County of Los Angeles Beach and Harbor Division.Staff met with representatives of the Division at City Hall and in the field to review the access.The County will enter into an access agreement with the City to allow access through their facility under certain conditio'ns,which includes insurance requirements.Also required are an application fee of $250 and paying a refundable deposit of $10,000.Since the contractor will be using the access route along the coast and could damage improvements,the contract documents have a clause to provide a deduction of up to $10,000 from the contractor should the County not refund the deposit for any reason. 5-5 CONCLUSIONS Adopting staff's recommendations will cause the following actions: •Award a construction contract to L.H.Woods &Sons,Inc.in the amount of $15,140,000 and authorizing staff to use a construction contingency not to exceed $1,500,000. •Award a Professional Services Contract to KOA Corporation in the not to exceed amount of $640,840 for construction management and inspection services. •Award a Professional Services Contract to Ninyo &Moore in the not to exceed amount of $246,596 for geotechnical services. •Award a Professional Services Contract to Harris &Associates in the not to exceed amount of $113,000 for design related consulting services during the construction of the San Ramon Canyon Stormwater Flood Reduction Project. •Award a Professional Services Contract to SFC Consulting in the not to exceed amount of $117,300 to provide environmental monitoring and assistance during construction. •Authorize the Mayor and City Clerk to execute the contracts with L.H.Woods and Sons,Inc.KOA Corporation,Ninyo &Moore,Harris &Associates,SFC Consulting. •Adopt Resolution 2013-_,a resolution of the City Council of the City of Rancho Palos Verdes amending resolution 2012-43,the budget appropriation for fiscal year 2012-13,for budget adjustments to the City's Infrastructure FISCAL IMPACT The City was awarded a grant from the Disaster Preparedness and Flood Prevention Bond Act of 2006 to assist in financing the San Ramon Canyon Stormwater Flood Reduction Project for the Stormwater Flood Management Program.The Grant is administered by the State Department of Water Resources.The maximum dollar amount of reimbursement offered through this State grant was se~at $9,464,727;the total cost of the work eligible for 50/50 cost sharing is $18,929,455. Costs identified in the grant agreement that are eligible for,the 50/50 cost share include the reasonable costs of studies,engineering,design,land and easement acquisition, legal fees,preparation of environmental documentation,environmental mitigations, monitoring,project construction and associated contingencies. Costs associated with the recommended actions are eligible for grant reimbursement and are estimated at $17,757,736 as follows: 5-6 Construction Contingency Construction Management/I nspection Geotechnical Services Design Support Environmental Monitoring $15,140,000 $1,500,000 $640,840 $246,596 $113,000 $117,300 Staff proposes to account for these expenditures in the City's Water Quality and Flood Protection Fund.Until a financing plan for San Ramon is finalized,Staff proposes a use of the CIP Reserve for the City's matching contribution.If the City issues debt or secures another form of financing,the CIP Reserve may be reimbursed. The proposed budget adjustment will appropriate the entire remaining amount of the project cqst in the WQFP Fund,budget for the expected grant revenue,and authorize an operating transfer from the CIP Reserve for the City's matching contribution as follows: Grant Revenue (50%of $18.9 million)$9,464,727 Transfer If from CIP Reserve 8,293,009 Requested Appropriation $17,757,736 The actual CIP Reserve balance at June 30,2012 was $10,969,216 (audited fund balance of $15,406,941,less $4,437,725 to be used for appropriations continued from FY11-12).The estimated June 30,2013 CIP Reserve (after additional funding from Terranea TOT)is expected to be $13,996,423 as reported in the Midyear Financial Report also on this agenda.If the City Council adopts the proposed budget resolution, the revised estimated June 30,2013 CIP Reserve will be $5,703,414 ($13,996,423 less the requested City contribution of $8,293,009),which is $2,703,414 in excess of the reserve policy minimum threshold of $3,000,000. Attachments:A) B) C) D) E) F) Construction Contract with L.H.Woods &Sons,Inc. Professional Services Agreement with KOA Corporation Professional Services Agreement with Ninyo &Moore Professional Services Agreement with Harris,&Associates Professional Services Agreement with SFC Consultants Resolution 2013 ----- 5-7 Attachment A CITY OF RANCHO PALOS VERDES CONTRACT FOR: SAN RAMON CANYON STORM DRAIN SYSTEM THIS AGREEMENT ("Agreement")is made and entered this 51h day of March,2013,by and between the CITY OF RANCHO PALOS VERDES,a California municipal corporation ("City")and L.H.Woods & Sons,Inc.("Contractor").Contractor's license number is 213353. In consideration of the mutual covenants hereinafter set forth,the parties hereto agree as follows: 1.Scope of Services.Contractor shall perform the work and provide all labor,materials,equipment and services in a good and workmanlike manner for the project identified as SAN RAMON CANYON STORM DRAIN SYSTEM ("Project"),as described in this Agreement and in the Bid Documents (including the Notice Inviting Sealed Bids,the Instructions to Bidders,the Proposal,the General Provisions,the Special Provisions,the Project Special Provisions,Appendices I through V,and all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any said documents),which are attached hereto as Exhibit "A"and incorporated herein by this reference, including miscellaneous appurtenant work.All work shall be performed in accordance with the latest edition of the Standard Specifications for Public Works Construction (commonly known as the "Green book"),prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California (collectively "Standard Specifications"),which is incorporated herein by this reference.In the event of any conflict between the terms of this Agreement and incorporated documents,the terms of this Agreement shall control. 2.Extra Work.Extra work,when ordered in writing by the Director of Public Works and accepted by the Contractor,shall be paid for under written work order in accordance with the terms therein provided.Payment for extra work will be made at the unit price or lump sum previously agreed upon in writing between the Contractor and the Director of Public Works.All extra work shall be adjusted daily upon report sheet furnished by the Contractor,prepared by the Director of Public Works,and signed by both parties,and said daily report shall be considered thereafter the true records of extra work done. 3.Term.This Agreement is effective as of the date listed above,and shall remain in full force and effect until Contractor has rendered the services required by this Agreement or October 3,2014, whichever occurs earlier. 4.Time.Time is of the essence in this Agreement. 5.Force Majeure.Neither the City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control,including but not limited to acts of God,acts of the public enemy,acts of the Government,fires,floods or other casualty,epidemics,earthquakes,labor stoppages or slowdowns,freight embargoes,unusually severe weather,and supplier delays due to such causes.Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this Section.Each party shall notilY the other promptly in writing of each such excusable delay,its cause and its expected delay,and shall upon request update such notice. 6.Compensation.In consideration of the services rendered hereunder,City shall pay Contractor a not to exceed amount of Fifteen Million One Hundred Forty Thousand dollars ($15,140,000)in accordance with the prices as submitted in Contractor's Proposal,attached hereto as Exhibit "B"and ATTACHMENT 5-1 incorporated herein by this reference.This compensation is at least partially paid from a grant from the California Department of Water Resources ("DWR"). 7.Payments.Payment requests must include:the date of the request;time period covered by the request;and receipts,copies of checks,and timesheets,as appropriate,for all costs incurred.City shall make payments within thirty (30)days after receipt of an undisputed and properly submitted payment request from Contractor.City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable,but not later than seven (7)days after receipt,and shall explain in writing the reasons why the payment request is not proper. A payment shall be made as the City Council of the City prescribes upon estimates approved by the City Council.However,progress payments shall not be made in excess of ninety-five percent (95%)of the percentage of actual work completed plus a like percentage of the value of material delivered on the ground or stored subject to,or under the control of,the City,and unused.The City shall withhold not less than five percent (5%)of the Agreement price until final completion and acceptance of the Project. However,at any time after fifty percent (50%)of the work has been completed,if the City Council of the City finds that satisfactory progress is being made,it may,at its discretion,make any of the remaining progress payments in full for actual work completed. Notwithstanding the two prior paragraphs,the City shall not make payments when payroll records are delinquent or inadequate.The City shall withhold payments equal to the amount of underpayment and applicable penalties when,after investigation,it is established that underpayment has occurred. 8.Substitute Security. a.At the written request and expense of Contractor,securities equivalent to any moneys withheld by the City to ensure performance under this Agreement shall be deposited with the City,or with a state or federally chartered bank in the State of California as the escrow agent,that shall then pay those moneys to Contractor.Upon satisfactory completion of the Agreement,the securities shall be returned to Contractor. b.Alternatively,Contractor may request that the City shall make payment of retentions earned directly to the escrow agent at the expense of Contractor.At the expense of Contractor,Contractor may direct the investment of the payments into securities,and Contractor shall receive the interest earned on the investments upon the same terms provided for securities deposited by Contractor.Upon satisfactory completion of the Agreement,Contractor shall receive from the escrow agent all securities, interest,and payments received by the escrow agent from the City,pursuant to the terms of this Section. c.Securities eligible for investment shall include those listed in California Government Code Section 16430,bank or savings and loan certificates of deposit,interest-bearing demand deposit accounts,standby letters of credit,or any other security to which Contractor and the City mutually agree in writing.Contractor shall be the beneficial owner of any securities substituted for moneys withheld and shall receive any interest thereon. d.If Contractor elects to receive interest on moneys withheld in retention by the City,it shall,at the request of any subcontractor performing more than five percent (5%)of Contractor's total bid,make that option available to the subcontractor regarding any moneys withheld in retention by Contractor from the subcontractor.Further mandatory details are provided in Public Contract Code Section 22300(d),which is incorporated herein by this reference. ATTACHMENT 5-2 e.The escrow agreement for security deposits in lieu of retention shall be substantially similar to the form provided in Public Contract Code Section 22300(1),which is incorporated herein by this reference. 9.Taxes.Contractor shall calculate payment for all sales,unemployment,old age pension and other taxes imposed by local,State of California and federal law.These payments are included in the total amounts in Exhibit "B.I' 1O.Audit.The City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to the City as a condition precedent to any payment to Contractor.Second,Contractor shall be subject to State Auditor examination and audit at the request of the City or as part of any audit of the City throughout the term of this Agreement and for a period of three (3)years after final payment under this Agreement.Third,the City or its representative shall have access to documents and availability of Contractor's staff to answer questions in preparing reports required by the DWR under the terms of its grant throughout the term of this Agreement and for a period often (10)years after final payment under this Agreement.Contractor shall maintain books,records and other documents related to the Project in accordance with generally accepted accounting principles and practices.Contractor will promptly furnish documents and make staff available upon request by the City. 11.Inspections.DWR,the City,or either of their representatives shall have the right to inspect the work being performed at any and all reasonable times,providing a minimum of a 24-hour notice. Contractor shall ensure access to all work sites and shall include provisions ensuring such access in all its contracts with subcontractors.Among other activities,the inspectors may photograph the site or any part thereof,including workers present. 12.Unresolved Disputes.In the event that a dispute arises between the City and Contractor regarding whether the conditions materially differ,involve hazardous waste,or cause a decrease or increase in Contractor's cost of or time required for performance of any part of the work,Contractor shall not be excused from any scheduled completion date provided for by the Agreement,but shall proceed with all work to be performed under the Agreement.Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties.In the event of any dispute or controversy with the City over any matter whatsoever,Contractor shall not cause any delay or cessation in or of work,but shall proceed with the performance of the work in dispute.This includes disputed time extension requests and prices for changes.The disputed work will be categorized as an "unresolved dispute"and payment,if any,shall be as later determined by mutual agreement or a court of law. Contractor shall keep accurate,detailed records of all disputed work,claims and other disputed matters. Public Contract Code Sections 20104 et seq.and Rancho Palos Verdes Municipal Code chapter 3.24 ("Claims Against the City")shall govern the procedures of the claim process,and these provisions are incorporated herein by this reference. 13.Termination.This Agreement may be canceled by the City at any time with or without cause without penalty upon thirty (30)days'written notice.Additionally,upon notice by DWR of termination of its agreement with the City or any reduction or delay in disbursing grant funds,the City may cancel this Agreement without penalty upon any written notice.In the event of termination without fault of Contractor,City shall pay Contractor for all services satisfactorily rendered prior to date of termination, and such payment shall be in full satisfaction of all services rendered hereunder. 14.Incorporation by Reference.All of the following documents are attached hereto and incorporated herein by this reference:City of Rancho Palos Verdes Instructions for Execution of Instruments; Insurance Requirements for the City of Rancho Palos Verdes Public Works Contract;Workers' Compensation Certificate of Insurance;Indemnification and Hold Harmless Agreement and Waiver of ATTACHMENT 5-3 Subrogation and Contribution;Additional Insured Endorsement (Comprehensive General Liability); Additional Insured Endorsement (Automobile Liability);Additional Insured Endorsement (Excess Liability);the Drug-Free Workplace Certification;and the Child Support Compliance Acknowledgement. 15.Antitrust Claims.In entering into this Agreement,Contractor offers and agrees to assign to the City all rights,title,and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.c.Sec.15)or under the Cartwright Act (Chapter 2 (commencing with Section 16700)of Part 2 of Division 7 of the California Business and Professions Code)arising from purchases of goods, services,or materials pursuant to the Agreement.This assignment shall be made and become effective at the time the City tenders final payment to Contractor without further acknowledgment by the parties. 16.Trenching and Excavations.If the project involves trenching more than four (4)feet deep, Contractor shall promptly and before the following conditions are disturbed notify the City in writing of any:material that Contractor believes may be material that is hazardous waste,as defined in California Health and Safety Code Section 251 J 7,that is required to be removed to a Class 1,Class 11,or Class III disposal site in accordance with provisions of existing law;subsurface or latent physical conditions at the site differing from those indicated;or unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement.The City shall promptly investigate the conditions,and if the City finds that the conditions do materially differ or do involve hazardous waste and cause a decrease or increase in Contractor's cost of or the time required for performance of any part of the work,the City shall issue a change order. 17.Plans.In advance of excavation,Contractor shall submit to the City for its acceptance a detailed plan showing the design of shoring,bracing, sloping,or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches.If such plan varies from the shoring system standards,the plan shall be prepared by a registered civil or structural engineer. Nothing in this section shall be deemed to allow the use of a shoring,sloping,or protective system less effective than that required by the Construction Safety Orders. 18.Utilities.The City acknowledges its responsibilities under Government Code section 4215 and incorporates that section herein by this reference. 19.Location of Existing Elements.The methods used and costs involved to locate existing elements, points of connection and all construction methods are Contractor's sole responsibility.Accuracy of information furnished,as to existing conditions,is not guaranteed by the City.Contractor,at its sole expense,must make all investigations necessary to determine locations of existing elements,which may include,without limitation,contacting U.S.A.Alert and other private underground locating firm(s), utilizing specialized locating equipment and/or hand trenching. 20.Statewide Monitoring Requirements.Contractor shall ensure that,if the Project includes groundwater monitoring requirements,the Project is consistent with the Groundwater Quality Monitoring Act of2001 (Water Code section 10780 et seq.). 21.Ownership of Documents and Work Product. a.All documents,plans,specifications,reports,information,data,exhibits,photographs, drawings,computer programs,operating manuals,notes,images,and all other video files,media,and written or graphic work produced,created or developed by Contractor pursuant to this Agreement ("Written Products")shall be and remain the property of the City without restriction or limitation upon its use,duplication or dissemination by the City.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, ATTACHMENT 5-4 including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the City without restriction or limitation upon their use,duplication or dissemination by the City. Contractor shall not obtain or attempt to obtain copyright protection as to any Written Products. b.Contractor hereby assigns to the City all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the City pursuant to the paragraph directly above this one. c.Contractor warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the City has full legal title to and the right to reproduce the Written Products.Contractor shall defend,indemnify and hold the City,and its elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of City officials,harmless from any loss,claim or liability in any way related to a claim that City's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the City is held to constitute an infringement and the use of any of the same is enjoined,Contractor,at its expense,shall:(a)secure for City the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for City;or (b)modify the Written Products and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. d.Upon termination,abandonment or suspension of the Project,the Contractor shall deliver to the City all Written Products and other deliverables related to the Project without additional cost or expense to the City.If Contractor prepares a document on a computer,Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to the City. 22.Independent Contractor.Contractor is and shall at all times remain,as to the City,a wholly independent contractor.Neither the City nor any of its agents shall have control over the conduct of Contractor or any of the Contractor's employees,except as herein set forth,and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons,firms,or corporations at the Contractor wishes except as expressly provided in this Agreement.Contractor shall have no power to incur any debt,obligation,or liability on behalf of the City,bind the City in any manner,or otherwise act on behalf of the City as an agent.Contractor shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of City.Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement,and to indemnify and hold the City harmless from any and all taxes, assessments,penalties,and interest asserted against the City by reason of the independent contractor relationship created by this Agreement.Contractor shall fully comply with the workers'compensation law regarding Contractor and its employees.Contractor further agrees to indemnify and hold the City harmless from any failure of Contractor to comply with applicable workers'compensation laws.The City shall have the right to offset against the amount of any compensation due to Contractor under this Agreement any amount due to the City from Contractor as a result of its failure to promptly pay to the City any reimbursement or indemnification arising under this Section. ATTACHMENT 5-5 23.Prevailing Wages.City and Contractor acknowledge that this project is a public work to which prevailing wages apply.The Agreement to Comply with California Labor Law Requirements is attached hereto and incorporated herein by this reference.Eight hours of labor constitutes a legal day's work. 24.Workers'Compensation.California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees.In accordance with the provisions of California Labor Code Section 1861,the Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers'compensation or to under take self insurance in accordance with the provisions of that code,and I will comply with such provisions before commencing the performance of the work of this contract." 25.Subcontracting.Contractor shall adhere to all provisions of the Subletting and Subcontracting Fair Practices Act,Public Contract Code Section 4100 et seq.,which is incorporated herein by this reference. 26.Nondiscrimination.Contractor shall not unlawfully discriminate,harass,or allow harassment against any employee or applicant for employment based on race,color,ancestry,religion,national origin,gender,sex,sexual orientation,physical disability (including HIV and AIDS),mental disability, medical condition,age,marital status and denial of family care leave.Contractor shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12990 (a-f)et seq.)and the applicable regulations promulgated thereunder (California Code of Regulations,Title 2,Section 7285 et seq.).The applicable regulations of the Fair Employment and Housing Commission implementing Government Code section 12990 (a-f),set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations,are incorporated into this Agreement by reference and made part hereof as if set forth in full.Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations. 27.Debarred,Suspended or Ineligible Contractors.Contractor shall not be debarred throughout the duration of this Agreement.Contractor shall not perform work with debarred subcontractor pursuant to California Labor Code Section 1777.1 or 1777.7. 28.Compliance with Laws.Contractor shall comply with all applicable federal,state and local laws, ordinances,codes,rules and regulations in force at the time Contractor performs pursuant to this Agreement,including but not limited to the Americans with Disabilities Act of 1990 (42 U.S.C. section 12101 et seq.)("ADA")as well as applicable regulations and guidelines issued pursuant to the ADA,any environmental law (including,without regulation,the Federal Comprehensive Environmental Response,Compensation and Liability Act,the Resource Conservation and Recovery Act,the California Hazardous Substance Account Act,the Federal Water Pollution Control Act,the Clean Air Act,the California Hazardous Waste Control Law and California Water Code section 13304,and any successors to said laws)or the release of any toxic substance on or near the natural water system.In addition to any other indemnity,Contractor shall indemnity,defend and hold harmless the City and its officials, employees and agents regarding any negligent,reckless or intentional violation of any applicable law, ordinance,code,rule or regulation by Contractor or any of its employees or subcontractors. 29.Bonds.Contractor shall obtain faithful performance and payment bonds,each in an amount that is not less than the total compensation amount of this Agreement,and nothing in this Agreement shall be read to excuse this requirement.The required forms entitled Payment Bond (Labor and Materials)and Performance Bond are attached hereto and incorporated herein by this reference.Additionally,before the Notice of Completion and acceptance of the work by the Director of Public Works,Contractor shall ATTACHMENT 5-6 deliver a warranty bond to the City or extend the existing Performance Bond by two (2)years,as further explained in the Bid Documents. 30.Contractor's Representations.Contractor represents,covenants and agrees that:a)Contractor is licensed,qualified,and capable of furnishing the labor,materials,and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement;b)there are no obligations,commitments,or impediments of any kind that will limit or prevent its full performance under this Agreement;c)there is no litigation pending against Contractor,and Contractor is not the subject of any criminal investigation or proceeding;and d)to Contractor's actual knowledge,neither Contractor nor its personnel have been convicted of a felony. 3 J.Conflicts ofInterest.Contractor agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make Contractor "financially interested,"as provided in Government Code Section 1090 and 87100,in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement.Contractor is subject to State and federal conflict of interest laws. 32.Third Partv Claims.City shall have full authority to compromise or otherwise settle any claim relating to the Agreement at any time.City shall timely notify Contractor of the receipt of any third party claim relating to the Agreement.City shall be entitled to recover its reasonable costs incurred in providing this notice. 33.No Third Party Rights.Except as expressly provided herein or in any incorporated documents,no third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 34.Successors.This Agreement and all of its provisions shall apply to and bind Contractor's successors in interest. 35.Non-Assi!!nability:Subcontractin!!.Contractor shall not assign or transfer any interest in this Agreement nor any part thereof,whether by assignment or novation,without the City's prior written consent.Any purported assignment without written consent shall be null,void,and of no effect,and Contractor shall hold harmless,defend and indemnify the City and its officers,officials,employees, agents and representatives with respect to any claim,demand or action arising from or relating to any unauthorized assignment. 36.Aoolicable Law.The validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California,excluding California's choice oflaw rules.Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. 37.Attorneys'Fees.Ifany legal action or other proceeding,including action for declaratory relief,is brought for the enforcement of this Agreement or because of an alleged dispute,breach,default or misrepresentation in connection with this Agreement,the prevailing party shall be entitled to recover reasonable attorneys'fees,experts'fees,and other costs,in addition to any other relief to which the party may be entitled. 38.Titles.The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. ATTACHMENT 5-7 39.Authority.The person executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 40.Entire Agreement.This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between City and Contractor.This Agreement supersedes all ptior oral or written negotiations,representations or agreements.This Agreement may not be modified or amended,nor any provision or breach waived,except in a writing signed by both parties which expressly refers to this Agreement. 41.Construction.In the event of any asserted ambiguity in,or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 42.Non-waiver of Terms,Rights and Remedies.Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant,or any default which may then exist on the part of Contractor,and the making of any such payment by the City shall in no way impair or prejudice any right or remedy available to the City with regard to such breach or default. 43.Notice.Except as otherwise required by law,any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during Contractor's or City's regular business hours or (b) on the third business day following deposit in the United States mail,postage prepaid,to the addresses listed below,or at such other address as one party may notify the other: To CITY: Mr.Les Jones,Interim Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONTRACTOR: Teresa A.Woods 2115 La Mirada Drive Vista,CA 92082 44.Counterparts.This Agreement may be executed in counterpart originals,duplicate originals,or both,each of which is deemed to be an original for all purposes. 45.Severability.Ifany term or portion of this Agreement is held to be invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. [Continued] ATTACHMENT 5-8 IN WITNESS WHEREOF,the parties hereto have executed the within Agreement the day and year first above written. CITY OF RANCHO PALOS VERDES By:_ Mayor ATTEST: By:_ City Clerk Dated:_ APPROVED AS TO FORM: By:,_ City Attorney ("CONTRACTOR") By:_ Printed Name:_ Title:_ By:_ Printed Name:_ Title:_ ATTACHMENT 5-9 Attachment B CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement")is made and entered into this 5th day of March, 2013 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")and KOA Corporation (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The project (hereinafter "Project")is described as follows:CONSULTANT shall provide construction management and inspection services for the CITY's San Ramon Canyon Stormwater Flood Reduction Project.The CONSULTANT will represent the City in the management of the San Ramon Canyon Stormwater Flood Reduction Project and provide inspection of the work to ensure conformance with the plans and specifications and in compliance with the California Water Boards (Los Angeles Regional Water Quality Control Board),the Department of Fish and Game,the California Coastal Commission,the Department of the Army (Los Angeles District, Corps of Engineers),the Department of Water Resources and all other requirements during the construction of the San Ramon Canyon Stormwater Flood Reduction Project. 1.2 Description of Services CONSULTANT shall:provide general management and oversight of the San Ramon Canyon Stormwater Flood Reduction Project,including the management of the budget,negotiating the cost of changes to the scope,reviewing and approving the payment applications and producing the final invoice;schedule management,the compilation of progress reports and all reporting to the various agencies,processing and reviewing submittals and requests for information;provide technical assistance to solve problems; conducting regular meetings;and all other management functions.The inspection will include ensuring conformance with all plans and specifications, maintaining an accurate,detailed log of the work performed,oversight to ensure compliance with safety practices and SWPPP requirements.CONSULTANT is responsible for accurate and effective communication and record-keeping.These services are more fully described in CONSULTANT's Proposal,which is attached hereto as Exhibit "A"and incorporated herein by this reference.In the event of any conflict between the terms of this Agreement and any incorporated documents,the terms of this Agreement shall control. 1.3 Schedule of Work Page 1 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-10 Upon receipt of written Notice to Proceed from the CITY,CONSULTANT shall perform with due diligence the services requested by the CITY.Time is of the essence in this Agreement.CONSULTANT shall not be responsible for delay,nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly,or delay or faulty performance by CITY,other consultants/contractors,or governmental agencies,or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 COMPENSATION 2.1 Fee CITY agrees to compensate CONSULTANT an amount not to exceed six hundred and forty thousand eight hundred and forty dollars and no cents ($640,840.00) for services as described in Article 1. 2.2 Payment Address All payments due CONSULTANT shall be paid to: KOA Corporation, 1411 W.190 th Street,Suite 525 Gardena,CA 90248 2.3 Terms of Compensation CONSULTANT shall submit monthly invoices for the percentage of work completed in the previous month.CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30)days of receipt of each invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10)days of the receipt of each invoice.However, CITY's failure to timely notify CONSULTANT of a disputed amount or claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally,in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days advance written notice. Page 2 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-11 2.4 Additional Services CITY may request additional specified work under this Agreement.All such work must be authorized in writing by the CITY's Director of Public Works prior to commencement.CONSULTANT shall perform such services,and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "A".The rates in Exhibit "An shall be in effect through the end of this Agreement. 2.5 Term of Agreement This Agreement shall commence on March 6,2013 and shall terminate either thirty (30)days after filing of the Notice of Completion for San Ramon Canyon Stormwater Flood Reduction Project,or on October 14,2014 whichever occurs soonest, unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification,Hold Harmless,and Duty to Defend (a)Indemnity for Design Professional Services.In connection with its design professional services and to the extent allowed by law,CONSULTANT shall hold harmless and indemnify CITY,and its officials,officers,employees,agents and independent contractors serving in the role of CITY officials,and designated volunteers (collectively,"Indemnitees"),with respect to any and all claims,demands,causes of action,damages,injuries,liabilities,losses,costs or expenses,including reimbursement of attorneys'fees and costs of defense (collectively,"Claims"hereinafter),including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of,pertain to,or relate to in whole or in part to the negligence, recklessness,or willful misconduct of CONSULTANT or any of its officers,employees, subcontractors,or agents in the performance of its design professional services under this Agreement. (b)Other Indemnities.In connection with any and all claims,demands, causes of action,damages,injuries,liabilities,losses,costs or expenses,including attorneys'fees and costs of defense (collectively,"Damages"hereinafter)not covered by Section 3.1(a),and to the extent allowed by law,CONSULTANT shall defend,hold harmless and indemnify the Indemnitees with respect to any and all Damages,including but not limited to,Damages relating to death or injury to any person and injury to any property,which arise out of,pertain to,or relate to the acts or omissions of CONSULTANT or any of its officers,employees,subcontractors,or agents in the performance of this Agreement,except for such loss or damage arising from the sole negligence or willful misconduct of the CITY,as determined by final arbitration or court decision or by the agreement of the parties.CONSULTANT shall defend Indemnitees Page 3 of 12 R6876-0001\1535197v2.doc Agreemenl for Professional Services ATTACHMENT 5-12 in any action or actions filed in connection with any such Damages with counsel of CITY's choice,and shall pay all costs and expenses,including all attorneys'fees and experts'costs actually incurred in connection with such defense.Consultant's duty to defend pursuant to this Section 3.1(b)shall apply independent of any prior,concurrent or subsequent misconduct,negligent acts,errors or omissions of Indemnitees. (c)All duties of CONSULTANT under Section 3.1 shall survive termination of this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain,and keep in full force and effect,a policy or policies of Commercial General Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death,loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of AVII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement,carry, maintain,and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better.If a "claims made"policy is provided,such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed.Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period.If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the CITY.Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect,a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000)per claim and occurrence and two million dollars ($2,000,000)in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000)for property damage arising from Page 4 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-13 one incident. 3.5 Worker's Compensation CONSUL TANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law.CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation (a)All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30)days prior written notice to CITY,or ten (10)days notice if cancellation is due to nonpayment of premium. Additionally,CONSULTANT shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. (b )CONSULTANT agrees that it will not cancel or reduce any required insurance coverage.CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may take out the necessary insurance and pay,at CONSULTANT's expense,the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement,CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts.The commercial general liability policy shall contain endorsements naming the CITY,its officers,agents and employees as additional insureds. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY.The insurance policies (other than workers compensation and professional liability)shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a)This Agreement may be terminated at any time,with or without cause,by the CITY upon thirty (30)days prior written notice.This Agreement may be terminated by CONSULTANT only for cause upon ninety (90)days prior written notice. Page 5 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-14 Notice shall be deemed served if completed in compliance with Section 6.14. (b)In the event of termination or cancellation of this Agreement by CONSULTANT or CITY,due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT,in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY,CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items;provided,in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in this Agreement. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,information,data,exhibits, photographs,images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the CITY has full legal title to and the right to reproduce the Written Products.CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions. Page 6 of 12 R6876-0001 \1535197v2.doc Agreement for Professional Services ATTACHMENT 5-15 CONSULTANT shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. Upon termination,abandonment or suspension of the Project,the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY.If CONSULTANT prepares a document on a computer,CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Director of Public Works or his or her designee,and CONSULTANT shall notify CITY of CONSULTANT's designated representative.These individuals shall be the primary contact persons for the parties regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement,CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48),the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel CONSULTANT represents that it has,or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing.CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Page 7 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-16 Director of Public Works of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times shall CONSULTANT be responsible for its associates and subcontractors'services. 6.4 CONSULTANT's Representations CONSULTANT represents,covenants and agrees that:a)CONSULTANT is licensed,qualified,and capable of furnishing the labor,materials,and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement;b)there are no obligations,commitments,or impediments of any kind that will limit or prevent CONSULTANT's full performance under this Agreement;c)to the extent required by the standard of practice,CONSULTANT has investigated and considered the scope of services performed,has carefully considered how the services should be performed,and understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. 6.5 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested"(as provided in California Government Code Sections 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.6 Legal Action (a)Should either party to this Agreement bring legal action against the other,the validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California,excluding California's choice of law rules.Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b)If any legal action or other proceeding,including action for declaratory relief,is brought for the enforcement of this Agreement or because of an alleged dispute,breach,default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'fees,experts'fees, and other costs,in addition to any other relief to which the party may be entitled. (c)Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. Page 8 of 12 R6876-0001 \1535197v2.doc Agreement for Professional Services ATTACHMENT 5-17 6.7 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Notwithstanding the above,CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ,when it is appropriate and customary to do so.Such persons and entities include,but are not necessarily limited to,surveyors,specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.8 Independent Contractor CONSULTANT is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set forth,and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms,or corporations as the CONSULTANT wishes except as expressly provided in this Agreement.CONSULTANT shall have no power to incur any debt, obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes,assessments,penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers'compensation law regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.9 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. Page g of 12 R6876-0001 \1535197v2.doc Agreement for Professional Services ATTACHMENT 5-18 6.10 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. 6.11 Construction In the event of any asserted ambiguity in,or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONSULTANT,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law,any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during CONSULTANTs or CITY's regular business hours or (b)on the third business day following deposit in the United States mail,postage prepaid,to the addresses listed below,or at such other address as one party may notify the other: Page 10 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-19 To CITY: Les Jones,Interim Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONSULTANT: Chuck Stephan KOA Corporation, 1411 W.190th Street,Suite 525 Gardena,CA 90248 [Signatures on next page] Page 11 of 12 R6876-0001\1535197v2.doc Agreement for Professional Services ATTACHMENT 5-20 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATIEST: By:__--,-_ City Clerk KOA CORPORATION ("CONSULTANT") By:_ Printed Name:_ Title:_ By:_ Printed Name:_ Title:_ CITY OF RANCHO PALOS VERDES ("CITY") By:_:-:-_ Mayor APPROVED AS TO FORM: By:_-=---,-_ City Attorney R6876·0001\1535197v2.doc Page12of12 Agreement for Professional Services ATTACHMENT 5-21 Exhibit "A": Consultant's Proposal,including Schedule of Hourly Rates Exhibit "A" R6876-0001\1535197v2.doc ATTACHMENT 5-22 1411 W.190ch St.,Suice 525 Gardena.CA 90248 d 10.329.0102 f:J 10.329.1021 www.koacorpora[ion.com January 17.2013 City of Rancho Palos Verdes Department of Public Works 30940 Hawthorne Blvd Rancho Palos Verdes.CA 90275 Attention:Ron Dragoo RE:Proposal for Construction Management Services for Sam Ramon Canyon Storm Drain Installation Dear Mr.Dragoo: KOA Corporation ("KOA").doing business as CBM Consulting,Inc.("CBM"),appreciates the opportunity to submit this proposal to the City of Rancho Palos Verdes ("RPV")for Construction Management and Inspection services for the San Ramon Canyon Storm Drainage Project.CBM has the expertise and resources required to effectively manage the project and deliver it for the City of Rancho Palos Verdes in a timely and efficient manner.We are committed to working seamlessly with your staff and project team to ensure the successful delivery of this project. The CBM team,our project systems,and our entire management structure are geared to providing flexible services to agencies such as yours.Descriptions of similar projects and respective references for these projects are included in our proposal.We assure that our key personnel will be assigned to the project for its duration and will not be removed or replaced by us without concurrence from the RPV. Every member of our proposed team is available to be committed to the projects assigned to us beginning the start date. Alan Braatvedt will be the Management Contact and Project Manager for this contract.The contract would be managed though the South Bay office at 1411 W.190"Street,Suite 525,Gardena,CA,90248; Phone:310.329.0 I02;Fax:310.329.1021;Email:alanb@koacorporation.com.Thank you for this opportunity to offer our services to the RPV.Should you have questions during the selection process, please contact me at 310.329.0 I02. KOA maintains and will provide insurance meeting the City of Rancho Palos Verdes required insurance provisions.KOA has reviewed and accepted all terms and conditions set fourth in the RFP. Per the RFP.a Cost Proposal has been provided in a separately sealed envelope. Sincerely, KOA Corporation Alan Braatvedt Vice President LOS ANGELES ONTARIO ORANGE SAN DIEGO SOUTH BAY ATTACHMENT 5-23 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation Proposal for Construction Management Services Table of Contents SAN RAMON CANYON STORM DRAIN INSTALLATION CITY OF RANCHO PALOS VERDES I.COMPANY OVERViEW 3 2.FIRM EXPERIENCE ....................•.........•..•...•...........•.4 3.CLIENT REFERENCES ...........................••......•......•...8 4.ORGANIZATION CHART ....................•.....•...........9 STAFFING PLAN ••••.•••••.•••.•••••.•••••••.•••••••.••••••••••••••.•9 5.INDIVIDUAL EXPERIENCE ...•...•.......•...•.•...•.......••10 6.PROJECT APPROACH •.........•..........•...•...••...........•22 7.SCOPE OF WORK ................•..•...••.••.•..•..•...•.........24 8.PROJECT SCHEDULE .•.••......•...•.....•..•..•................30 Page 2 ATTACHMENT 5-24 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation 6.Project Approach SectIon 6 Project Approach KOA is intimately familiar with the conditions in the project area,the project design and access limiting issues.We fully understand that this is a complex project with the potential for conflict and,therefore, have put together the best team with the right knowledge and ability to address all of the issues that could potentially arise. Our particular strengths lie in knowledge of all aspects of the project Understanding the intent of all aspects of the design,extensive scheduling,and documentation skills and experience in similar projects. The nature of the project is such that there is a fairly high probability of claims for one or another reason.The Assistant Construction manager that we are proposing for the project is a claims expert, who clearly understands the value of documentation,but more importantly what and how to proactively document for the most effective defense.KOA's firmly believes that the best approach on this complex project is to work as a team with contractor,with clear boundaries and to always be ready to ensure that the City's best interests are always paramount. With our knowledge of all aspects of the project.insight of the many logistical issues and knowledge of the conditions on the peninsular.we are fully prepared to manage the project in such a way that we persuade the contractor to make the correct and timely decisions in the best interest of the projeer. The logistic issues include:Timely delivery of pipe;Movement of materials:Access to the beach;Craning into Shoreline Park from 25'"Street;Transporting materials and equipment from 25'"Street embankment to the bluff-top;Access through PV Shores;Access to the inlet Structure;Placing material in the canyon and Accessing the inlet structure inside the canyon. With the large number of component parts of the project we expect to find numerous unforeseen conditions,but are confident that our knowledge the project and conditions,we will be ready for all challenges,what ever they may be.Our big-picture view will enable us to keep a tight rein on the contractor during the designed construction activities and any changes to the scope as a result of unforeseen conditions. We are fully aware of the numerous Permitting Agencies and their conditions and will maintain concise records to satisfy all aspects of their reqUirements.In addition we will provide all information required for the funding agency and comply with their reporting schedule.We understand that a Funding Consultant will monitor the project and generate reports,so will work closely with them to prOVide all information that they need. As this is the largest Civil Engineering project that the City has ever undertaken and is a high profile project.our project team will provide all the support and information to equip City Staff with the most up-to-date and accurate information to enable them to communicate progress on the projeer to all stakeholders and interested parties.In addition,our team would be happy to make presentations to City Councilor other bodies if Staff calls on us to do so. The other jurisdictions and affected bodies associated with the project include the City of Los Angeles, The Los Angeles County,Harbors and Beaches,PV Shores Mobile Home Park and private home Page 22 ATTACHMENT 5-25 City or Rancho Palos Verdes San Ramon Canyon Storm Drain Installation Sea/on 6 Project Approacl1 owners.We are fully prepared to engage these parties and provide conduct any form of outreach that the City believes to be appropriate. KOA has worked on numerous projects in the City and Alan Braatvedt has worked extensively on major Rancho Palos Verdes projects since 2004 and is very familiar with the way that the City operates and would welcome the opportunity to continue to do so by working on the construction of this exciting project. Page 23 ATTACHMENT 5-26 City of Rancho Palos Verdes San Ramon Canyon Srorm Drain Installation 7.Scope of Work Section 7 Scope o(Wo,k KOA will represent the City by overseeing the contractor's work to ensure that the project is constructed as intended in compliance with the plans and specification.We will manage the contract budget and schedule in the best interest of the City,maintain complete and accurate records,comply with all permitting agencies and stakeholders requirements and constantly supply the City's Project Manager with up to date information. In addition to the oversight and guidance that that <he CM/lnspection team will provide <he project, KOA will manage the contractor using systems that are tried and tested,but which will be modified to suit the San Ramon Project.The management functions that KOA will perform will include the following: ~San Ramon is a project that has a higher than normal risk in most of the numerous operations and so an added emphasis will be placed on safety.KOA always considers safety the most important issue on any construction project and will reqUire the contractor to have competent safety personnel and site specific safety programs employed on the projects at all times.KOA will monitor the contractor's operations for compliance with the project safety requirements. Pre-construction Conference:KOA will coordinate and conduct the PreMConstruetion Meeting including notification to contractor,utility agencies,and other stakeholders.and prepare the meeting agenda and minutes. The meeting will include the normal contractual items such as:Confirmation of fully~executed Contract Documents and Notice to Proceed;Establishment of Contract nme and Completion Dates;Review of Working Day definition and holiday schedule:Chain or communication &key contactS and will also specifically address: •City responSibilities •Sarety •Public Relations •The scope will be discussed and clearly defined •Critical design elements,schedule and cost factors will be discussed •Experience of individuals in key roles in the project will be discussed •Past project experiences will be discussed to identify potential pitfalls •Jurisdictional agencies and the Contractor •Discussion of Master Schedule •Sub~contraets •Documentation and tracking controls •Change order procedures •Scope,schedule and cost change administration,notification reqUirements &controls •Submittal and RFI Process •Identify long lead and any substitution and or-equal items •Testing -review cal 1M out requirements and deputy/special &testing reqUirements Page 24 ATTACHMENT 5-27 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation •Progress payment procedures •Labor compliance •T raffle controls,staging of trucks and material handling •Easements and special access considerations •Placement of signs Scdion 7 Scope of Work KOA considers the pre-construction meeting as progress meeting #I.All items discussed are designated as "open"or "closed".All open items are carried forward to subsequent progress meetings until resolved and closed.Action items are assigned a specific responsible party and a deadline for resolution. KOA will also conduct all site meetings.Pre-construction meeting and site meedng minutes will be distributed to meeting participants and to courtesy recipients identified by the City. Daily Construgion Observation Reports:KOA will compile daily observation reports documenting the contractor's workforce,material and equipment,a summary of construction activities,field problems, disputes or claims,resolutions of issues and directions given to the contractor. Periodic Progress Reports:KOA will cooperatively develop,with the Project Stakeholders,the format and information reqUired for reports from time to time during the construction phase.It is anticipated that the reports will include the following information: •Summarized report of construction activities including significant events and accomplished goals •Description of progress with photos to enhance the descriptions •Description of equipment used •Comparison of Actual vs.Planned Progress,in narrative form and bar graph form •The latest detailed 4 Week Look Ahead Schedule submitted by the Contractor and reviewed by KOA •Identification and discussion of current problems or pending change orders and actions taken or planned to resolve such issues • A discussion of new short and long term goals for the project • A comparison of Actual vs.Planned budget expenditures • A Master Trend Log detailing potential and approved changes •Report of progress payments made to date and invoices in process •Labor Compliance Reports for Contractor and Subcontractor employees • A QNQC section prepared by the Team addressing testing and regulatory compliance issues •An analysis of change order impacts or potential probiems on schedule and budget Submittal Processing:KOA will track all correspondence and submittals on this project KOA will receive all Contractor submittals and review them for completeness and general conformance with the contract documents.All shop drawings,samples and other submittals received from the Contractor will be logged in and routed to the City and the Architect.Responses will be logged in and transmitted to the Contractor.Submittals will be tracked throughout the project to ensure timely response and avoid delaying progress.KOA will recommend key contractual reqUirements for the Contractor to clearly indicate submittal processing requirements in the project schedule.Submittal comments will be monitored to identify potential impacts to quality,cost or schedule,with recommended alternatives and/or solutions. Page 2S ATTACHMENT 5-28 City of Ril.ncho Palos Verdes San Ramon Canyon Storm Drain Installation Sea'ion 7 Scope of Work RFI's:Upon receipt,KOA will log,distribute and respond to each Request for Information (RFI)as required.It is anticipated that most will be handled upon receip~However.in the event that the design engineer or the City staff are required to answer questions,the project manager will coordinate a timely resolution.KOA will identify potential impacts to cost or time that may result due to issues identified in RFls,with recommended alternatives or solutions to mitigate the potential impacts. Weekly Statemem of Working Days:KOA will prepare a weekly statement of working days documenting the construction progress,time of completion,delays and time extensions,and submit to Contractor and the City on a weekly basis.The weekly statement of working days is typically discussed and agreed upon at each progress meeting and transmitted as an attachment to the minutes. Problems and Solutions:KOA'S proactive approach serves to anticipate and expeditiously resolve field problems.Our team is well trained in problem solVing.All issues are processed with a sense of urgency and presented to the City with suggested alternatives,cost and schedule impacts and recommended solutions.KOA will qUickly implemem the alternative,which suits the best interests of the project and the City.KOA will effectively and expeditiously communicate with City staff,Design Consultants and the Contractor to identify conmcts construction problems,coordination issues,and will obtain the needed action and response to submittals and RFI's. Document Tracking System'Item Method Frequency Complete and current project Mastor ProjectSchedulo MS Projael or Primllvera Monthly 4 Woek Look Ahead Schedule MS Project or Primavera Weokly files shall be kept at the job site,Correspondence Expedition Daily or at a location agreeable to the Corrospondanee Backup &Rotrioval ElCpodition loggod &Scannod Daily City,and shall be available to SubmrrtarslRFI'slRFQ'e ElCpedlllon Daily Moeling Minutes Ellpedilioo Each me9tlng the City at all times.These files Masler Project Budget MSExce{Logs and/or Expedition Monthly will consist of the contract.Progress P.tyment Expedition Monthly correspondence relating to or Change Order Processing MSExcel.and Expedition Monthly Time &Material Work Mlcf05o!t ExclIl T&M logs Daily modifying the contract.Daily Di.aty Freid forms and Expedition Daily Contnl.et Time IWeekly Slatement of MSExcel Form &Expeditionproposalrequests.clarifications,Wotklng Days Meeting Minutes Weekly permits,logs.reports,RFI's,SWPP f 8MP Compliance MSExcel Form or EXJ)Odltion Weekly field orders.change orders,Pubtlc Relations Inquilie5 ElCpediUon Punchlisl ~=I~:dousty until As·buih Drawings Expedition Logged Monthly claims inspection reporcs,test Pholo &Video ImageXS Dally I As.noeded reports,etc.KOA has a Progress Reports MS Publisher Or Websile Monthly I periodIc asnellded detailed file indexing system for Project Contacts Expedition Dally "'p"ro"'·.""I"C"'!!I.,,od"'''-'J>C'''o'''m'''m''''"'-''.....'''-'O''"'''i'..."C",lio'-__J>0,.,,,,ililV'-Jallprojecthardfiles,and a - contract administration database that will be customized for the San Ramon Project.KOA has developed customized forms,reports database structure,and work breakdown structure,well suited for this project.We will adapt our system to the specific needs of the project,to monitor,track and control the project.This detailed tracking system will enable us to provide an accurate assessment of the progress to the City with recommendations to maintain or improve adherence to the approved project schedule.The table to the right details the systems available to the project and the frequency of updates for the related processes &documents. •Schedule Review:KOA is intimately familiar with all mainstream scheduling software utilized by the public works contracting industry.KOA will review the baseline construction schedule, including activity sequences and duration,schedule of submittals and schedule of delivery for Page 26 ATTACHMENT 5-29 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation Scaion 7 Scope of Work products with long lead-times.The KOA team will evaluate the baseline projecc schedule for detail showing fiag dates,delivery schedules for key mat.erials.Logical sequence and activity durations.accuracy.consistency and the identification of the critical path and project fioat untilTheschedulewillnotbeapprovedasthebaseline we are satisfied that all issues are addressed. Schedule Control:During the progress of construction, KOA will compare the contractor's monthly schedule updates to the baseline schedule and any approved time extensions,note any shortcomings and monitor and track corrections by the Contractor to keep the Project Schedule on track.A 4-week look ahead will be reqUired from the contractor.updated weekly and presented at the weekly construccion progress meetings.This tool will keep the entire team looking one-month ahead of the project and will facilitate proactive handling of project activities and issues.If necessary.KOA will negotiate time extensions due to change orders or other delays. Photographs:Prepare and maintain an electronic photo journal documenting the construction progress. Photos shall be taken before construction begins.during construction and upon completion of the project. Contract Conformance:KOA's full-time Construction Inspector will be present on site whenever the contractor is working.no matter what time of day to watch all construction activities and to verify that all work conforms to contract requirements.Deputy and special inspection,materials sampling and testing,which will be undertaken by Ninyo &Moore,will be coordinated by KOA and provided as required.KOA will reject all non-conforming work and will see that remedial action is taken.Rejected work will be thoroughly documented.photographed,and tracked until repaired or replaced to the satisfaction of the City, Safe Conditions:KOA will monitor project work and adjacent areas for unsafe conditions,promptly require corrective measures to be addressed by the Contractor in compliance with the contract documents and report such issues and corrective measures taken to the City. SWPPP:KOA will enforce all provisions of the Storm Water Pollution Prevention Plan.At a minimum SWPPP requirements will be monitored and a specific SWPPP Checklist will be compiled.Any deficiencies noted will be addressed with the contractor for immediate remedy.The project could be particularly vulnerable in the event of a storm.so weather reports will be closely monitored and if rain is anticipated the whole site will be closely scrutinized and ensure that SWPPP measures are in place and well maintained. Materials and Workmanship:KOA will approve work that meets all material and workmanship requirements. Page 27 ATTACHMENT 5-30 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Insta.llation Section 7 Scope of WOlk Documentation Interpretation &Technical Assistance:KOA will petiorm the coordination and expediting between the contractor and design team when necessary and keep City Staff in the loop. Timely.firm and fair determinations will be processed to minimize cost and time impacts to the project. Change Orders:KOA will establish.implement and coordinate systems for processing all contract change orders.Each issue,which is identified as a potential change to the design,scope,cost or contract time will generate change notice.KOA will determine whether or not a change notice should be considered.The plans and specifications will be reviewed against the change notice.If the issue does not appear to be included in the plans or specifications.a Request for Quotation (RFQ)will be sent to the Contractor.Any credits for work deleted as a result of the change will be required at this time as well.The contractor's response to the RFQ will be evaluated for reasonableness and completeness. KOA will maintain a Trend Log,listing potential changes as identified,either formally or informally.This Trend Log shall be used such that potential change items are not overlooked or deferred until the end of the job.KOA will prepare independent cost estimates as reqUired for contract change orders. Upon approval by the City,KOA will prepare,log and process change orders for full execution,and administer their implementation.Once fully executed.KOA will review the timely completion of the work and coordinate inclusion of the change order in the appropriate payment application. Change ManafementlClalms resolution:KOA will implement its time tested claims management process to minimize changes to the project and avoid claims such that the project can be quickly and successfully closed out.KOA has done so on over $1 billion worth of public projects with no unresolved claims. The basis for KOA procedures is a well organized documentation system,a keen understanding of the construction process,exceptionally qualified staff and fair and firm negotiations.KOA will not defer difficult issues and will process only change issues that have been analyzed and determined to have merit.Those items will only be recommended for consideration when the most reasonable cost and time has been negotiated and all alternatives to avoid the impact have been resolved. Daily Extra Work Reports:KOA will verify and sign contractor's daily extra work reports documenting force account (time &materials)work.in particular,KOA will monitor that only appropriate worker classifications necessary for approved time and materials work is included on extra work reports.Any inappropriate workforce and/or equipment charges will be promptly rejected and removed from extra work reports. Progress Payment Processing:A cost control system,based on the Contractor's schedule of values, approved change orders and the contract amount shall be developed and implemented to monitor progress costs.Monthly cost reports will be submitted to the City as a component of the Monthly Progress Report. KOA will review the payment applications submitted by the contractor and determine whether the amount requested reflects the progress of the contractor's work.Appropriate adjustments to each payment application will be required by the contractor.When the payment application is acceptable and all backup documentation is verified (certified payrolls.lien releases.etc.),KOA will prepare and forward to the City a Progress Payment Report.The Report shall state the total contract price, payments to date.current payment requested,retainage and actual amounts owed for the current period.The KOA team is experienced evaluating complex pay applications.It is critical to the City's Page 28 ATTACHMENT 5-31 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation Seaion 7 Scope o(Work best interest that payment application review be performed accurately and prudently to maintain the prime and subcontractor incentives to periorm on the projects. •Field Meetings: Weekly Progress Meetings will be mandatory for the Contractor and staff,and optional for City staff.Discussions will focus on the following items: •Contractor's detailed 4 week look-ahead schedule •Progress and major decisions during the last week •Update of unresolved items from previous meetings •Status of submittals,RFls and change orders Special Meetings will be scheduled as needed to discuss important issues or which require detailed discussion or review of plans and specifications.These meetings will follow the weekly meeting to reduce trips.if issues are not urgent. Written Instruction:KOA will Issue written instructions to contractor regarding routine matters and/or follow-up of verbal instructions as necessary to properly document project issues. Plans,Specs and As-Builts:At a minimum,KOA will periodically review the Contractor's as-built updates on the approved job plan set,identify missing items and require the Contractor to keep as·built records up to date throughout the project.At the end of the project the final as-built plans will be submitted the City within thirty days of construction completion. Pre-F;nal Inspection:The nature of this project is such,that portions of work will be completed prior to the completion of the whole project,so portions of the project will be inspected and released for operation once deficiencies have been addressed.Construction Manager and Construction Observer will perform the final job walk and prepare the punchlist (deficiency list)for the overall completion of the project and take action to ensure that the deficiencies are addressed. Final Inspection:All corrections must be made before KOA recommends processing of the "Notice of Completion".Upon completion of the punch list and final sign off by all project stakeholders,KOA will make recommendation to City regarding Contractors final progress payment request and prepare final progress payment report for submission to City. Deliyery of As-Builts and dose-out documents;KOA will review "as-constructed"plans and prepare "as-constructed"reports.KOA will assist the Contractor in maintaining a field set of "as-constructed" plans to be updated daily and delivered to the City upon project completion.KOA will continually document changed field conditions and not rely on the Contractor to document "as-constructed" conditions.The will report and photograph field condition changes.The CM will document and keep lhese "as-constructed"conditions on plans in his office.KOA will review the Contractor's submittal of "as·construeted"conditions and compare this submittal to KONs own documentation.Discrepancies will be discussed,resolved and recorded.Completed "as-constructed"plans will be submitted to the City. KOA will perform closeout duties including final organization of project files and submit to the City for final approval,and assist with the filing of the notice of completion and release of retention. Page 29 ATTACHMENT 5-32 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation 8.Project Schedule Section 8 Plo/ecz Schedule The bid documents call for a 250-working day schedule for the project.KOA anticipates involvement from the Construction Manager and assistant eM for a week prior to the commencement of the project to set up systems,prepare for the pre-construction meeting and start the ball rolling for other pre- construction activities.The nature of the project is such that the biggest components of the project, which is the tunneling:complete pipeline;inlet structure and outlet structure,need to be i 00% complete before the filling of the canyon can proceed.Because of that,those portions of the contract will be buttoned up and handed over to the City long before the end of the project,leaving a relatively small remaining component,which will continue for some time.This means that the final wrap of the project should be easier than on typical projects,which will require the CM and assistant eM oniy for one week beyond the construction completion to finalize the project.The construction inspector will oniy be required for the duration of construction.KOA believes that the project will require full-time effort from both a CM and assistant CM for the start-up of the project.lasting a couple of months, before being able to cut back the CM roll to 3-days a week.If the project requires more time from both people.it wili definitely be provided.The final document hand-over package should hopefully be completed one week after the completion of construction, Page 30 ATTACHMENT 5-33 City of Rancho Palos Verdes San Ramon Canyon Storm Drain Installation Fee Estimate KOA will perform the work specified as shown in the enclosed fee table. Fee Proposal DURATION Direct TASK PROJECT TEAM (HOURS)OTY UNIT RATE Costs ($)SUBTOTAL Project Construction Manager 28 52 Weeks $140.00 $203,840 Duration Assistant eM/Office Engineer 40 52 Weeks $125.00 $260.000 Project Inspector 40 50 Weeks $85.00 $170.000 Clerical Support 2 50 Weeks $70.00 $7,000 Grand Total $640,640 Project expenses are included in the hourly rate. These rates are dependent on Prevailing Wage rates as determined by the Director of the Department of Industrial Relations.Interim changes will negate these rates and an adjusted fee schedule will be issued,and shall apply should this occur. Any work In excess of eight hours in one workday and any work in excess of 40 hours in one workweek and the first eight hours worked on the seventh day of work in anyone workweek shall be at the rate of one and one-half times the regular rate of pay.Any work In excess of 12 hours in one day and any work in excess of eight hours on any seventh day of a workweek shall be paid no less than twice the regular rate of pay. Rates are subject to an annual 5%adjustment. Work Scope Assumptions January I.2014 •The level of effort and fee estimate detailed above is based on KOA's proposed scope of services delivered over the contract time set forth in the construction bid documents. •The fee assumes that construction phase services begin and end within the contract completion time. •The fee estimate assumes KOA will perform activities from the South Bay office in Gardena.CA with requisite site visits.No onsite facilities,furniture,utilities or equipment are included in the fee. •Soils inspection and testing,deputy and special inspection and testing,andlor QNcontrol surveying are excluded from the fee proposal.KOA will coordinate these services performed by others unless otherwise desired by the City. Page I 1/17/2013 ATTACHMENT 5-34 Attachment C CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement")is made and entered into this 5th day of March,2013 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Ninyo &Moore (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The project (hereinafter "Project")is described as follows:CONSULTANT shall provide Geotechnical Observation and Materials Resting services for the CITY's San Ramon Canyon Stormwater Flood Reduction Project. 1.2 Description of Services CONSULTANT shall provide:geotechnical support and oversight of all land movement monitoring instrumentation,including installation and reading when required and interpreting and reporting the data collected;geotechnical consulting services,including the review of submittals and responding to RFls,mapping geological exposures,evaluating and documenting tunnel conditions,providing geological oversight during the installation of caissons and tie-back anchors and providing testing of compacted fills and concrete work;the preparation of geotechnical reports and extensive regular documentation;and submission of a final as-built geotechnical report upon completion of the Project.These services are more fully described in CONSULTANT's Proposal,which is attached hereto as Exhibit "A"and incorporated herein by this reference.In the event of any conflict between the terms of this Agreement and any incorporated documents,the terms of this Agreement shall control. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY,CONSULTANT shall perform with due diligence the services requested by the CITY.Time is of the essence in this Agreement.CONSULTANT shall not be responsible for delay,nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly,or delay or faulty performance by CITY,other consultants/contractors,or governmental agencies,or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. Page 1 of 11 R6876-000 1\1535207v2.doc Agreement for Professional Services ATTACHMENT 5-35 ARTICLE 2 COMPENSATION 2.1 Fee CITY agrees to compensate CONSULTANT an amount not to exceed two hundred and forty six thousand dollars,five hundred and ninety six dollars and no cents ($246,596.00)for services as described in Article 1. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Ninyo &Moore 475 Goddard,Suite 200 Irvine,CA 92618 2.3 Terms of Compensation CONSULTANT shall submit monthly invoices for the percentage of work completed in the previous month.CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30)days of receipt of each invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10)days of the receipt of each invoice.However, CITY's failure to timely notify CONSULTANT of a disputed amount or claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally,in the event CITY fails to pay any undisputed amounts due CONSUL TANT within forty-five (45)days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days advance written notice. 2.4 Additional Services CITY may request additional specified work under this Agreement.All such work must be authorized in writing by the CITY's Director of Public Works prior to commencement.CONSULTANT shall perform such services,and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "A".The rates in Exhibit "A"shall be in effect through the end of this Agreement. 2.5 Term of Agreement Page 2 of 11 R6876-0001\1535207v2.doc Agreement for Professional Services ATTACHMENT 5-36 This Agreement shall commence on March 6,2013 and shall terminate either thirty (30)days after filing of the Notice of Completion for Project,or on October 14,2014 whichever occurs soonest,unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification,Hold Harmless,and Duty to Defend (a)Indemnity for Design Professional Services.In connection with its design professional services and to the extent allowed by law,CONSULTANT shall hold harmless and indemnify CITY,and its officials,officers,employees,agents and independent contractors serving in the role of CITY officials,and designated volunteers (collectively,"Indemnitees"),with respect to any and all claims,demands,causes of action,damages,injuries,liabilities,losses,costs or expenses,including reimbursement of attorneys'fees and costs of defense (collectively,"Claims"hereinafter),including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of,pertain to,or relate to in whole or in part to the negligence, recklessness,or willful misconduct of CONSULTANT or any of its officers,employees, subcontractors,or agents in the performance of its design professional services under this Agreement. (b)Other Indemnities.In connection with any and all claims,demands, causes of action,damages,injuries,liabilities,losses,costs or expenses,including attorneys'fees and costs of defense (collectively,"Damages"hereinafter)not covered by Section 3.1 (a),and to the extent allowed by law,CONSULTANT shall defend,hold harmless and indemnify the Indemnitees with respect to any and all Damages,including but not limited to,Damages relating to death or injury to any person and injury to any property,which arise out of,pertain to,or relate to the acts or omissions of CONSULTANT or any of its officers,employees,subcontractors,or agents in the performance of this Agreement,except for such loss or damage arising from the sole negligence or willful misconduct of the CITY,as determined by final arbitration or court decision or by the agreement of the parties.CONSULTANT shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of CITY's choice,and shall pay all costs and expenses,including all attorneys'fees and experts'costs actually incurred in connection with such defense.Consultant's duty to defend pursuant to this Section 3.1 (b)shall apply independent of any prior,concurrent or subsequent misconduct,negligent acts,errors or omissions of Indemnitees. (c)All duties of CONSULTANT under Section 3.1 shall survive termination of this Agreement. 3.2 General Liability Page 3 of 11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-37 CONSULTANT shall at all times during the term of the Agreement carry, maintain,and keep in full force and effect,a policy or policies of Commercial General Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death,loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of A:VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement,carry, maintain,and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of AVII or better.If a "claims made"policy is provided,such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed.Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period.If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the CITY.Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect,a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000)per claim and occurrence and two million dollars ($2,000,000)in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000)for property damage arising from one incident. 3.5 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law.CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation Page 4 of 11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-38 (a)All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30)days prior written notice to CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.Additionally,CONSULTANT shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. (b)CONSULTANT agrees that it will not cancel or reduce any required insurance coverage.CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may take out the necessary insurance and pay,at CONSULTANT's expense,the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement,CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts.The commercial general liability policy shall contain endorsements naming the CITY,its officers,agents and employees as additional insureds. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY.The insurance policies (other than workers compensation and professional liability)shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a)This Agreement may be terminated at any time,with or without cause,by the CITY upon thirty (30)days prior written notice.This Agreement may be terminated by CONSULTANT only for cause upon ninety (90)days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.14. (b)In the event of termination or cancellation of this Agreement by CONSULTANT or CITY,due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT,in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY,CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items;provided,in no event shall the amount of money paid under the Page 5 of 11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-39 foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in this Agreement. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,information,data,exhibits, photographs,images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the CITY has full legal title to and the right to reproduce the Written Products.CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non-infringing while remaining in Page 6 of 11 R6876-0001\1535207v2.doc Agreement for Professional Services ATTACHMENT 5-40 compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. Upon termination,abandonment or suspension of the Project,the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY.If CONSULTANT prepares a document on a computer,CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Director of Public Works or his or her designee,and CONSULTANT shall notify CITY of CONSULTANT's designated representative.These individuals shall be the primary contact persons for the parties regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement,CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48),the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel CONSULTANT represents that it has,or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing.CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times shall CONSULTANT be responsible for its associates and subcontractors'services. 6.4 CONSULTANT's Representations CONSULTANT represents,covenants and agrees that:a)CONSULTANT is licensed,qualified,and capable of furnishing the labor,materials,and expertise Page 7 of 11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-41 necessary to perform the services in accordance with the terms and conditions set forth in this Agreement;b)there are no obligations,commitments,or impediments of any kind that will limit or prevent CONSULTANT's full performance under this Agreement;c)to the extent required by the standard of practice,CONSULTANT has investigated and considered the scope of services performed,has carefully considered how the services should be performed,and understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. 6.5 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested"(as provided in California Government Code Sections 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.6 Legal Action (a)Should either party to this Agreement bring legal action against the other,the validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California,excluding California's choice of law rules.Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b)If any legal action or other proceeding,including action for declaratory relief,is brought for the enforcement of this Agreement or because of an alleged dispute,breach,default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'fees,experts'fees, and other costs,in addition to any other relief to which the party may be entitled. (c)Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.7 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Page8of11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-42 Notwithstanding the above,CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ,when it is appropriate and customary to do so.Such persons and entities include,but are not necessarily limited to,surveyors,specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.8 Independent Contractor CONSULTANT is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set forth,and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms,or corporations as the CONSULTANT wishes except as expressly provided in this Agreement.CONSULTANT shall have no power to incur any debt, obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all reqUired taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes,assessments,penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers'compensation law regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.10 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONSUL TANT and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. Page 9 of 11 R6876-0001 \1535207v2.doc Agreement for Professional Services ATTACHMENT 5-43 6.11 Construction In the event of any asserted ambiguity in,or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONSULTANT,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law,any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during CONSULTANT's or CITY's regular business hours or (b)on the third business day following deposit in the United States mail,postage prepaid,to the addresses listed below,or at such other address as one party may notify the other: To CITY: Les Jones,Interim Public Works Director City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONSULTANT: James Barton, Ninyo &Moore 475 Goddard,Suite 200 Irvine,CA 92618 Page 10 of 11 R6876-0001\1535207v2.doc Agreement for Professional Services ATTACHMENT 5-44 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATTEST: City Clerk NINYO &MOORE ("CONSULTANT") By:_ Printed Name:_ Title:_ By:_ Printed Name:_ Title:_ CITY OF RANCHO PALOS VERDES ("CITY") By:_ Mayor APPROVED AS TO FORM: By:_ City Attorney R6876-0001 \1535207v2.doc Page 11 of 11 Agreement for Professional Services ATTACHMENT 5-45 Exhibit "A": Consultant's Proposal,including Schedule of Hourly Rates Exhibit "A" R6876-0001\1347726v1.doc ATTACHMENT 5-46 October 3,2012 Proposal No.208342001 Mr.Ron Dragoo City of Rancho Palos Verdes Department of Public Works 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 Subject: Reference: Proposal for Geotechnical Observation and Materials Testing Services San Ramon Canyon Storm Drain System Rancho Palos Verdes,California Ninyo &Moore,2012,Geotechnical Evaluation,San Ramon Canyon,Storm Drain System,Palos Verdes,California,dated June 28. Dear Mr.Dragoo: In accordance with the request of Mr.Alan Braadvedt of KOA Corporation,Ninyo &Moore is pieased to submit this proposal for geotechnical and materiais testing services during the con- struction of the San Ramon Canyon Storm Drain project located adjacent to Palos Verdes Drive South (PVDS)and 25 th Street in Rancho Palos Verdes,California.We previously performed a geotechnical evaluation for the project the results of which were presented in our referenced report dated June 28,2012.The purposes of our geotechnical and material testing services are to aid in evaluating the site conditions during construction and to evaluate the contractor's work relative to the conformance to the project plans and specifications. PROJECT PERSONNEL We have attached resumes of key personnel who will be involved in the project.Jim Barton will be the project manager and will coordinate with the Contractor,representatives of the City of Rancho Palos Verdes and in-house personnel regarding monitoring and testing services as well as provide geological consulting during the project.Mr.Evan Price,registered geologist,will be the field geologist and will provide geologic mapping and monitoring the geotechnical instrumen- tation during the tunneling operations and wall construction.During the tunneling operations, Mr.Price will be on site full-time.Messrs.Michael Pearce and Daniel Chu will provide technical support for the project and periodically visit the site as appropriate.In addition to the key per- sonnel,we have several qualified professionals and field technicians who will assist in the project as appropriate. 475 GOddard.Sull:e 200 •IMTlC,C>31Jtomi.l92618 •Phone /<.1491753-7070 •Fax /949/753-7071 SMlDlt';P •Irv.ne •~N1IJe~~•~YJClX".4l1l(t1\lJ •QalJarI(l ~Ff~'5.:laamffi:O lllSVl'gas •Phoer1I.o:•TlJc\otl •ff\"s(oov*,.Dl..,.....,.8PJ:,I)•HOV:WXl ATTACHMENT 5-47 San Ramon Canyon Storm Drain System Rancho Palos Verdes,Califomia PROJECT UNDERSTANDING October 3,2012 Project No.208342001 The project involves improving the drainage conditions within the existing the San Ramon Can- yon and along 25 th Street as well as improving the stability of the slopes east of Palos Verdes Drive East (PVDE).The drainage improvements for the project will generally include the follow- ing:1)a mid-canyon storm drain inlet with a 54-inch-diameter,steel pipe that extends approximately 4,050 lineal feet in the southwesterly direction to the sea bluff,2)an inlet access road and drainage improvements extending from the upper switchback PVDE to the inlet,3) grading a portion of the canyon with a subsurface drainage system,and 4)a maintenance ac- cess road traversing the hillside below PVDS. The steel pipe (storm drain)will be installed with a tunneling operation utilizing "rib and lagging" supports placed behind a fully shielded excavator for approximately 1,783 feet,jack and bore for approximately 279 feet and by conventional cut and cover method for approximately 1,965 feet with cuts ranging from approximately 11 feet to approximately 20 feet deep.Launching pits for the tunneling and jack and bore operation will be constructed with plan dimensions ranging from approximately 50 to 85 feet in length by 15 feet wide and up to approximately 22 feet deep.The inlet and outlet structures will involve reinforced concrete headwalls and warped wing walls supported on cast-in-drilled-hole piles with tie-back anchors.Fill soils up to approximately 40 feet will be placed behind the spillway of the inlet structure and above the canyon floor.A sub- drain system will be placed below the fill materials within the canyon. The project site is located within the South Shores Landslide.The South Shores landslide has been characterized as a relatively large block glide type failure and is currently considered dormant.The bedrock exposed within the landslide generally consists of large remnant blocks of highly fractured,sheared and discontinuous siltstone and siliceous siltstone of the Monterey Formation.Bedding is generally oriented to the west and south with the exception of the area near the inlet structure where folding has occurred.A separate landslide (Tarapaca Landslide) has been mapped below the inlet structure along the east side of the canyon.This landslide is considered active. In order to monitor potential slope movement and potential ground subsidence above the tunnel portion of the alignment,four slope inclinometers and four extensometers will be installed.In addition,an array of survey points will be established to evaluate shallow ground movement. The slope inclinometers will be installed above the sea bluff,adjacent to the launching pit for the tunnel operation,adjacent to the sewer easement east of the upper switchback PVDE and at 206342001 PJ·rev 2.doc 2 ATTACHMENT 5-48 San Ramon Canyon storm Drain System Rancho Palos Verdes,Califomia October 3,2012 Project No.208342001 the south end of Tarapaca Road along a sewer easement.The extensometers will be installed at the south side of PVDS,south side of the lower switchback PVDE,north side of the lower switchback PVDE and above the existing sewer line east of the upper switchback PVDE.We understand that the selected contractor will install the instrumentation.Monitoring of the instru- mentation will be performed by the geotechnical consultant. SCOPE OF SERVICES Based on our review of the project specifications,and our understanding of the proposed con- struction,we propose to provide the following scope of services: Geotechnical Monitoring •Project coordination,technical support,and management,including review of the contractor scheduling and submittals for survey data and instrumentation. •Observation of the installation of the inclinometers and extensometers. •Initial readings of the inclinometers and extensometers will be obtained by our representa- tive and then two readings of the inclinometers prior to the start of construction. Subsequently,weekly readings of the inclinometers will be obtained during the grading and construction of the structures.Readings of the extensometers will generally be on a weekly basis with the exception of when the tunnel face is within 100 feet of an extensometer.At that point,daily readings will be obtained. •Data compilation and analysis of the monitoring data. Geotechnical and Materials Testing Services •Engineering consultations,including assistance during project bid phase,review of contrac- tor submittals and Requests for Information (RFl's). •Field engineer/geologist services for mapping geologic exposures,evaluation and docu- mentation of tunnel conditions,observation of overexcavation bottoms,foundation excavations,and subsurface drainage conditions,and to provide written recommendations as appropriate. •Field engineer/geologist services for observation of tie back anchor installations and testing of the anchors and to provide written recommendations as appropriate. •Field soils technician services for observation,sampling,and density testing during the placement of the canyon fill and trench backfill. •Field technician services sampling and testing during concrete placement,including check- ing slump and temperature,and casting of concrete cylinders. 208342001 P3·rev 2 doc 3 ATTACHMENT 5-49 San Ramon Canyon Storm Drain System Rancho Palos Verdes,Califomia October 3,2012 Project No.208342001 •Preparation of daily reports,test data sheets,and field memoranda to document the items inspected. •Pick-up and transportation of construction material sam pies for testing at our laboratory. •Laboratory testing services including proctor density,sieve analysis,sand equivalent and concrete compressive strength testing. •Preparation of an as-built geotechnical report. ASSUMPTIONS Based on our experience with similar projects,the following assumptions have been made in the preparation of our scope of services: •Our services are sUbject to prevailing wage requirements. •Our services do not include the drilling and installation of the instrumentation of the exlen- someters and inclinometers.We understand the contractor will be installing the instrumentation. •Inspection of reinforcing steel (rebar)will be performed by others. •Our services do not include sampling and testing grout associated with the tunneling.We understand the contractor will have an independent Concrete and Cement Reference La- boratory perform the appropriate sampling and testing. •Our services do not include a pre-construction survey of the structures and existing im- provements in the vicinity of the project. •The estimated costs are based on assumed time estimates for the various construction phases.A construction schedule was not available at the time of this proposal.Accordingly, the estimated costs should be reviewed when a construction schedule is available and re- vised as appropriate. •Our estimated fee does not include stand-by time or costs associated with retesting or rein- specting materiais that were found not to be in compliance with the project plans or specifications.Our services will depend on the construction schedule and the contractor's operations.Hours spent that exceed those in the attached table will be billed on a time-and- materials basis. ESTIMATED FEE We propose to provide our services on a time-and-materiais basis in accordance with the at- tached Schedule of Fees and Schedule of Fees for Laboratory Testing.We estimate that our fees for the above scope of work will be approximately $246,600 (two hundred forty-six thou- sand and six hundred dollars). 208342001 P3·rev 2,doc 4 ATTACHMENT 5-50 San Ramon Canyon Storm Drain System Rancho Palos Verdes,Califomia October 3,2012 Pr~ectNo.208342001 Our estimate is partly based on the preliminary estimated schedule for the project of 250 calen- dar days,including five months of full time monitoring and inspection during the tunneling operations.Based on the estimated project schedule,a review of our referenced report and the project specifications,we have prepared the attached Table 1 including our estimated hours and fees for the scope of work described above. Ninyo &Moore appreciates the opportunity to provide seIVices on this project,and we look for- ward to working with you. Respectfully submitted, NINYO &MOORE James Barton,PG,CEG Senior Geologist JJB/LTJ/ir Attachments:Resumes Table 1-Breakdown of Estimated Fee Scheduie of Fees Scheduie of Fees for Laboratory Testing Distribution:(1)Addressee (via e-mail) Lawrence Jansen,PG,CEG Principal Geoiogist 208342001 P3·rev 2.doc 5 ATTACHMENT 5-51 EDUCATION B.A.,Geology,1977,LaSalle College Post Graduate Studies,Geology,1978, San Diego Slate University REGISTRATIONS AND CERTIFICATIONS PG 3952 (California) CEG 1301 (California) Special Inspector of Deep Foundations, City of San Diego,No.276 Radiological Safety and Gauge Use Certificalion,No.3288-59 EXPERIENCE HIGHLIGHTS Groundwater Recovery Plant Project for South Coast Water District Rehabilitation of the East Aliso Creek Emergency Sewer for Soulh Orange County Waler District Evaluation of Rose Canyon faull for Residenlial Developers Asilomar Landslide Evaluation for the City of Los Angeles Public Works Department Multiple large business and residential developments for private developers PROFESSIONAL AFFILIATIONS Association of Engineering Geologists South Coast Geological Society JAMES BARTON,PG,CEG PROJECT MANAGER/SENIOR GEOLOGIST Mr.Barton has extensive experience in engineering geology in southern California involving public work improvements,pipelines,business park developments,large commercial structures,major retail centers,education facilities,hospitals,highways and bridges.His experience includes exploration of varied geologic environments to evaluate geologic and seismic hazards.He is well versed in exploration techniques including aerial photo inlerprelation,downhole logging,hollow stem and mud rotary drilling,air percussion,cone penetrometer,moniloring wells,fault trenching,and geophysical surveys.He has field conslruction experience wilh grading,blasting,landslide buttresses,subsurface drainage systems,ground modification techniques,shoring systems,tie-back anchors,drilled foundations,and as-graded geologic evaluation/mapping.As Senior Geologist for Ninyo &Moore,Mr.Barton manages projects including design investigations,construction observation and testing,and forensic evaluations. REPRESENTATIVE PROJECT EXPERIENCE San Ramon Canyon Storm Drain System,Rancho Palos Verdes,California: Project Manager and Senior Geologist for the evaluation of a proposed drainage system along and near the San Ramon Canyon in Rancho Palos Verdes.The proposed drainage improvemenls include construction of canyon subdrain systems, partial canyon filling and buliressing of the Tarapaca Landslide,conslruclion of 4,000 feet of 54-inch storm drain,nearly 2,000 feet of tunneling,construction of a mid-canyon iniet structure,construction of a sea-bluff outlet struclure and construction of access roads in the relatively steep landslide and canyon terrain.Mr.Barton was responsible for coordinating with the City of Rancho Palos Verdes representatives and the design team and managing the geotechnical evaluation which included field geologic mapping,exploratory borings to depths up to 131 feet,continuous core sampting, optical televiewer and suspension logging of boreholes,backhoe test pits,laboratory testing and engineering analysis.Multiple geologic cross sections were prepared to evaluate the planned construction activities and slope stability.Mr.Barton co-authored the geolechnical report which included design recommendations for the canyon grading,tunneling,material engineering properties,trenching,and inlet and outlet foundation systems.Inlet and outlet structures involved temporary excavations utilizing soldier piles and tie-back anchors.Soldier piles were also designed to stabitize planned access road slopes. Asilomar Boulevard Landslide,Pacific Pafisades,California:Senior Geologist for the evaluation of an active landslide complex beneath Asilomar Boulevard in Pacific Palisades,California.The landslide extends from Asilomar Boulevard down a 200-foot- high slope 10 Pacific Coast Highway.The active movement of the landslide threalened to undermine the City-owned Asilomar Boulevard and impact lower properties occupied by two mobile home parks.The hillside terrain facing the ocean is underlain by tilted siltstone and shale beds of the Modelo Formation.The hillside includes several landslides and periodic slope movement has been documented since 1958. Mr.Barton coordinated with the design team and developed an exploration program to evaluate the slope slability and subsurface conditions for the repair of the landslide. The exploration Included geologic mapping,large and small diameter borings up to 90 feet,slope inclinometers and groundwater monitoring wells.Mr.Barton prepared geologic cross sections for stability analysis.Mr.Barton co-authored the geotechnical report that included geologic interpretation of the landstide complex,slope stability analysis and recommendations to mitigate the potential for additional movement of the slope benealh Asilomar Boulevard. Experience I Qual1ty I Commitment ATTACHMENT 5-52 JAMES BARTON,PG,CEG PAGE20F2 REPRESENTATIVE PROJECT EXPERIENCE (continued) Ellis Avenue Pump Station,Fountain Valley,California:As Senior Geologist,Mr.Barton was responsible for managing the design of the project.The project was part of a significant groundwater replenishment program in Orange County.The project consisted of a new pump station that extended to depths of approximately 75 feet.A 66-inch-diamter gravity trunk sewer was also installed with a Tunnel Boring Machine (TBM)along Elis Avenue for a distance of approximately one mile. Mr.Barton coordinated with the project design team 10 evaluate the subsurface conditions.Twenty-two boring and two cone penetrometer tests (CPT)were drilled up to depths of approximately 75 feet.Piezometer and monitoring wells were installed along several localions along the alignment to evaluate the groundwater conditions.Mr.Barton and his team provided the interpretation of the underlying soil stratigraphy to aid in the design of the means and methods for the TBM.Geotechnical design parameters were also provided for the construction of the new pump station.Mr.Barton also provided consultations during construction regarding the as-built conditions of the project. Stone Canyon Pumping and Filtration Plant,Stone Canyon Reservoir,Los Angeles,California:Project Manager and Senior Geologist during the construction phase of the pumping and fillration plant at the DWP Stone Canyon Reservoir in Los Angeles,California.The project consisted of a partially below grade facility with structural floor slabs situated in an environmentally sensitive canyon area surrounded by mature oak and magnzolia trees within the Santa Monica Mountains. The construction included temporary cuts and shored excavations up to approximately 28 feet deep.The structure was supported on ninety-five,30 to 60-inch diameter,cast-in-drill-hole (CIDH)piles bearing on Santa Monica Slate bedrock. During construction,Mr.Barton managed and supervised our personnel involved in the testing and inspection services which included mapping geologic features,inspection of temporary excavations and tie-backs,and the inspection of the CIDH piles. Mr.Barton was involved in the geologic evaluation of foundation test piles,including the pile dynamic load testing.Mr.Barton also interacled with Department representatives,attended construction meetings,and reviewed compaction data provided by City's representatives.Mr.Barton supervised the collection of field data throughout the project including observation and documentation of contractor perfonmance,evaluation of suitable bedrock bearing material,and evaluation of groundwater, caving or other non-conforming issues.Documentation of the as-built conditions of the foundation construction and earthwork was authored by Mr.Barton in an as-built geotechnical report. Rehabilitation of the East Atiso Creek Emergency Sewer,Laguna Niguel,California:As Senior Geologist,Mr.Barton coordinated and planned a geologic study of the existing underground sewer line adjacent to one of the largest active creeks in Orange County,California.Mr.Barton led a team of geologists to map the geology and features of concern along the creek embankment for approXimately 2 miles.The purpose of the study was to evaluate slope stability and erosion as well as the fulure impact to the alignment from geologic hazards.The mapping also included analyzing an extensive amount of low- angle infrared and stereographic aerial photographs of the creek and adjacent hillsides.Mr.Barton prepared a geotechnical report highlighting areas of concern to the future perfonmance of the existing sewer system. Replacement of the Rocky Point Pump Station,Orange County Sanitation District,Newport Beach,California:Project Manager and Senior Geologist for the evaluation of the geotechnical and environmental conditions for the replacement of an existing pump station along the Coast Highway in Newport Beach,California.The project consists of a new pump station at the base of a relatively steep natural hillside up to approximately 73 feet in height bordering the Lower Newport Bay.Expensive residential structures are present along the top of the slope.The pump station will have an underground we~dry well extending to depth up to 28 feet deep,The site geology includes terrace deposits overlying interbedded sandstone,siltstone and claystone of the Niguel and Capistrano Fonmations with some natural decaying hydrocarbons.Mr.Barton coordinated with the design team and environmental consultants and developed an exploration program to evaluate slope stability,subsurface conditions for foundations and contamination.The exploration included manual test pits and continuous coring up to 80 feet within the slope area to evaluate the geologic structure and slope stability.Hollow stem auger drilling and installation of groundwater moniloring wells was perfonmed at the pump station site to evaluate the geologic and groundwater conditions for foundations,excavation and dewatering.In-situ penmeability testing was perfonmed to evaluate construction dewalering and to aid in selection of shoring systems.Mr.Barton prepared geologic cross sections for stability analysis.Mr.Barton co-authored the geotechnical report that included slope stability analysis and recommendations to mitigate the potential for surficial instability. experience I Quality I Comm[tm~llt ATTACHMENT 5-53 EDUCATION Ph.D.,Geotechnical Engineering,2006, University of California,Los Angeles M.S.,Geotechnical Engineering,1981, Utah State University B.S.,Civil Engineering,1978,National Central University,Chungli,Taiwan REGISTRATIONS RCE 37991 (California) GE 2096 (California) EXPERIENCE HIGHLIGHTS Slope Stabilityllandslides Pavement Design Tunnels &Underground Structures Seismic Hazards PROFESSIONAL AFFILIATIONS American Society of Civil Engineers California Geotechnical Engineers Association PUBLICATIONS Cyclic So~ening of Low·Plasticity Clay and its Effect on Seismic Foundation Performance DANIEL CHU,PhD,GE,PE CHIEF GEOTECHNICAL ENGINEER As Chief Geotechnical Engineer for Ninyo &Moore,Dr.Chu is responsible for the quality of engineering,technical approach,training of staff,and engineering assignments for the Irvine office.Dr.Chu has extensive experience providing geotechnical engineering for reservoirs,water treatment plants,pump stations,pipelines,tunnels,bridge structures, highways,and commercial developments.Dr.Chu has expertise in soil mechanics, dynamic soil behavior,seismic hazard risk assessment,static and dynamic earth loading,liquefaction,design of deep and shallow foundations,shoring systems,slope stability,erosion control,and pavement design.Dr.Chu has direct project involvement including evaluation of exploration/sampling protocol,analysis of laboratory test results, direction of engineering tasks,review of calculations,and report preparation. REPRESENTATIVE PROJECT EXPERIENCE San Ramon Canyon Storm Drain System,Rancho Palos Verdes,California:Chief Geotechnical Engineer for the evaluation of a proposed drainage system along and near the San Ramon Canyon in Rancho Palos Verdes.The proposed drainage improvements include construction of canyon subdrain systems,partial canyon filling and buttressing of the Tarapaca Landslide,construction of 4,000 feet of 54·inch storm drain,nearly 2,000 feet of tunneling,construction of a mid-canyon inlet structure, construclion of a sea·bluff outlet slructure and construction of access roads in the relatively steep landslide and canyon terrain.Dr.Barton was responsible for the geotechnical evaluation which included field geologic mapping,exploratory borings to depths up to 131 feet,continuous core sampling,optical televiewer and suspension logging of boreholes,backhoe test pits,laboratory testing and engineering analysis. Multiple geologic cross sections were prepared to evaluate the planned construction activities and slope stability.Dr.Chu co-authored the geotechnical report which included design recommendations for the canyon grading,tunneling,material engineering properties,trenching,and inlet and outlet foundation systems.Inlet and outlet structures involved temporary excavations utilizing soldier piles and tie-back anchors.Soldier piles were also designed to stabilize planned access road slopes. Asilomar Boulevard Landslide,Pacific Palisades,California:Chief Geotechnical Engineer for the evaluation of an active landslide complex beneath Asilomar Boulevard in Pacific Palisades,Califomia.The landslide extends from Asilomar Boulevard down a 200·foot·high slope to Pacific Coast Highway.The active movement of the landslide threatened to undemnine the City-owned Asilomar Boulevard and impact lower properties occupied by two mobile home parks.The hillside terrain facing the ocean is underlain by tilled silts lone and shale beds of the Modelo Formation.The hillside includes several landslides and periodic slope movement has been documented since 1958.Dr.Chu was responsible for the overall geotechnical engineering design including laboratory testing,slope slability modeling,foundation engineering,tie-back anchors and earthwork specifications. Experienc.e I Quality 1 Commitment ATTACHMENT 5-54 DANIEL CHU,PhD,GE,PE PAGE 2 OF 2 REPRESENTATIVE PROJECT EXPERIENCE (continued) Ocean Trails Golf Course Landslide Evaluation,Rancho Palos Verdes,California:Chief Geotechnical Engineer responsible for conducting a forensic evaiuation of landsliding at the Ocean Trails golf course in Rancho Palos Verdes,California.An approximately 16-acre ancient landslide on the coastal bluff was reactivated,sliding approximately 50 feet toward the ocean.The ancient landslide destroyed much of the 18th fairway and green along with adjacent improvements,including an active County sewer line.The forensic evaluation included muitiple geotechnical firms in a group investigation.The geoiogic setting included gently to moderately tilted beds of the Monterey Formation.The Monterey Formation at this locality included interbedded sequences of fine silty sandstone, siltstones,shales,dolomitic shaies,siliceous zones,and bentonitic ash beds.The basal rupture surface was formed along a relatively continuous bentonite layer at a depth of approXimately 90 feet.The geologic evaluation included detailed geologic mapping,26 large diameter borings,2 rotary wash continuous core borings,12 inclinometers,and the excavation and evaluation of buried sewer lines and artificial lakes.The analysis included preparation of multiple geologic cross sections,slope stability analysis,and evaiuation of potential reactivation causes including seismic activity,precipitation,wave erosion,irrigation,construction activities,iake leakage,and sewer line leakage. North Outfall Sewer·East Central Interceptor Sewer Project,Los Angeles,Catifornia:Technical Reviewer for geotechnical instrumentation and monitoring during construction of the North Outfall Sewer -East central Interceptor Sewer (NOS-ECIS)in the City of Los Angeles,Califomia.The project included an 18.5 kilometer tunnel,5 meters in diameter,constructed at depths of 30 meters with a TBM.Mr.Chu worked on the design and planning of the instrumentation system and supervised engineering slaft during collection and inlerpretation of monitoring data. City of Los Angeles,Echo Park Lake Rehabilitation Project City of Los Angeles,California:Principal-in-Charge during the geotechnical consulting services for the Echo Lake Rehabilitation project located in Los Angeles,California.The 13-acre Echo Park Lake is part of the existing storm drain system and provides hydraulic relief during storms.The water quality of the lake is impaired and the overall objective of the project is to improve water quality in both the lake and the Los Angeles River Watershed.Another objective is to reduce the use of municipal water to maintain the water level in the lake. LADWP/Stone Canyon Pumping and Filtration Plant,Stone Canyon Reservoir,Los Angeles,Catifornia:Project Engineer during the geotechnical and seismic hazards evaluation and construction for planned improvements at the LADWP Stone Canyon Reservoir in Los Angeles,California.The site is situated in a canyon area in-filled by deep alluvium and surrounded by steep slopes of the Santa Monica Mountains.The major geotechnical consideration is the differential settlement caused by earthquake-induced dynamic settlement.Drilled piers up to 60-inclh in diameter were recommended over the driven piles due to the environmental noise concerns. Non-destructive pile load tests using the "APPLE"drop weigh device were performed by GRL Engineers Inc,to evaluate the end bearing capacity of the drilled piers.Because shallow groundwater seepage was encountered during construction,some drilled piers were installed by !remie concrete method and followed by a cross-hole sonic logging test to check the integrity of the pier.Construction defects such as concrete necking,exposure of rebars to soil and cold joint were detected in few drilled piers and those were repaired accordingly. LADWP/Owens Lake Dust Control Project,Owens Lake,Inyo County,California:Technical Reviewer during the geotechnical evaluation for the design of a 13.5-square-mile shallow flooding irrigation system in the northeasterly part of the dry lakebed of Owens Lake for dust control.Dr.Chu reviewed exploration and sampling plans,provided technical input regarding in-situ testing hydraulic conductivity,and reviewed design recommendations. Efftuent Pump Station Annex -Job No.J·n,Orange County Sanitation District Plant No.2,Brookhurst Stree~Huntington Beach,Catifornia:Chief Geotechnical Engineer during the geotechnical evaluation for the planned Effluent Pump Station Annex and New Power Building at the existing OCSD Plant No.2 in Huntington Beach,Califomia.Dr.Chu collaborated on the design of exploration and sampling and supervised the engineering for the project.The analysis included evaluation of liquefaction and dynamic settlement for various design seismic events,evaluation of axial and lateral capacities for driven piles,mat foundation design,lateral earth pressures, and shoring parameters. Peters Canyon Channel Facility,Orange County,Catifornia:Project Engineer during the design and construction of the Peters Canyon Channel Facility F06.The project involved the improvement of the existing Peters Canyon Wash for the Orange County Flood Control District.Improvements included construction of a concrete trapezoidal channel,subsurface drainage systems,retaining walls, and levees. Experience I Quality I Commitm~nt ATTACHMENT 5-55 25 EDUCATION MS,Civil Engineering,1994,University of California at Berkeley BS,Geology,1993,University of California al Santa Barbara REGISTRATIONS GE 2730 (California) RCE 60085 (California) Permit-Required Conlined Space Certification Tunnel Safety and Underground Safety Certification,2001 Railroad Safety Trained,2003 Self RescuerfTunnel Evacuation Training 30 Hour OSHA Construction Site Training CPN Nuclear Gauge Operator Certification Radialion Safety Officer Certification EXPERIENCE HIGHLIGHT LA Metro Gold Line Eastside Extension Twin Bore Subway Tunnel Project. Various LA Metro Mainlenance Facililies and Parking Structures City of Los Angeles Sewer Replacement Tunnel Projects (ECIS,NElS,&NElS 2). Pacific Gas &Electric Penstock Evaluations. Los Angels Department of Water and Power Wind Farm Transmission Line Project. Southern California Edison's Tehachapi Renewable Energy Project. FEMA Levee Certificalion for the Irvine Ranch Water District. PROFESSIONAL AFFILIATIONS American Society for Civil Engineers Society for Mining and Exploration TUNNEL PUBLICATIONS Moniloring Earth Pressure Balance Tunnels in Los Angeles -Proceedings 7th International Symposium on Field Measurements in Geomechanics,ASCE, Boston,Massachusetts,September 2007 MICHAEL T.PEARCE,PE,GE TECHNICAL ADVISOR As a Principal Engineer for Ninyo &Moore,Mr.Pearce has provided full time projecVconstruction management for on-call material testing and inspection contracts, coordinates and conducts geotechnical evaluations for tunnels,transmission lines, highways,tunnel,railroads,pipe-lines,pUblic and private buildings,and bridges.He supervises the installation,data collection,and analysis of geotechnical monitoring systems;performs slope stability analyses,flexible and rigid pavement design,shoring design and underground pipeline design;prepares and reviews geotechnical reports; provides geo-technical design parameters and recommendations for shallow and deep foundations,retaining structures,in-situ ground remediation and earthwork;reviews laboratory results,project plans and specifications;provides supervision and technical support to staff-level engineers,geologists,inspectors,and technicians;and performs project administration and management. REPRESENTATIVE PROJECT EXPERIENCE Metro Gold Line Eastside Extension,Los Angeles,California:Project Manager and Project Engineer providing full-time geotechnical support as a part 01 the Metropolitan Transportation Authority's integrated project management team.The $600 million construction project included,the construction of two 25-feet diameter subway tunnels, utiliZing two EPB TBMs,and three underground stations.Working direcUy under Metro's Director of Construction Management,Mr.Pearce collaborated daily with the Chief Resident Engineer (RE)and Tunnel RE while implementing and managing geotechnical monitoring,survey data,and TBM data collection and analysis through underground construction to evaluate the contractors conformance to project specifications,In addition his responsibility included participating in weekly progress meetings,review and approve contractor submittals,review and respond to project RFl's,review portions of Contractor invoices,co-author and co-presenter of the owner's position paper to the Dispute Resolution Board in response to a contractor claim,prepared project documents for the FTA,provided weekly reports to the Technical Advisory Panel,provided geotechnical support for grouting,station construction,dewatering,mitigation of ground loss,and as- needed engineering consultation. East Central Interceptor Sewer Project,Los Angeles,California:Project Manager assigned to the integrated project management team providing full time geotechnical support supervising the instrumentation monitoring during construction of the North Outfall Sewer -East Central Interceptor Sewer (NOS-ECIS),for the City of Los Angeles, Califomia,Tunnel construction included 4 EPB TBMs working simultaneously through residential and urban Los Angeles.The tunnel was constructed under several buildings, freeways,utilities,and the Los Angeles River in alluvial soils above and below the water table.Responsibilities included coordinating survey crews and inslrumentation technicians to implement geotechnical monitoring program along the tunnel alignment, provide detailed analysis and data compilation for construction team.Other responsibilities included investigation and supervision of compaction grouting for mitigation of ground loss,and engineering consultation. Tunnel Rehabilitation,White Sands Missile Range,New Mexico:Geotechnical Engineer for the repair of a damaged tunnel in remote mountainous terrain in the New Mexico desert,Ninyo &Moore provided geologic mapping and geotechnical engineering analysis of the damaged portal area of a 600 foot long rock tunnel,The scope of services included design and oversight during repairs to the tunnel walls and ceiling using rock dowels and sholcrete. ATTACHMENT 5-56 MICHAEL T.PEARCE,PE,GE PAGE 2 OF 2 REPRESENTATIVE PROJECT EXPERIENCE (continued) Northeast Interceptor Sewer Project,Los Angeles,Califomia:Project Engineer retained to perform geotechnical inslrumenlation monitoring during construction of lhe Northeast Interceptor Sewer (NElS)in the City of Los Angeles,California. Tunnel conslruction included 3 EPB TBMs working simultaneously through residential and urban Los Angeles. Responsibilities included coordinating survey crews and instrumenlation technicians to implement geotechnical monitoring program along lhe tunnel alignment,provide detailed analysis and dala compilalion for conslruction team.Other responsibililies included review and respond to project submittals and RFl's and engineering consultation. Northeast Interceptor Sewer II &Glendale Burbank Interceptor Sewer,Los Angeles,California:Project Engineer relained to provide geotechnical support for the preliminary design of the Northeasl Interceptor Sewer II (NElS 2)and the Glendale Burbank Interceptor Sewer (GBIS)in the City of Los Angeles,California.The NElS 2 and GBIS projecl is the extension of the NElS project previously construcled.This phase includes the preliminary design of 11.5 miles of g5-inch diameter tunnel through soft ground and rock up to depths of 180 feet.Responsibilities included managing field personnel, reviewing logs,reviewing cost estimates,and as-requested engineering support during the preliminary design for geotechnical and instrumentation design parameters. Colorado Ocean Relief Sewer,Santa Monica,California:Project Engineer retained to supervise construction support services provided during construction of the Colorado Ocean Relief Sewer Project located in lhe City of Santa Monica, California.The projecl consisted of 1000 feet of new pipeline that included 250 feel of an 8.5 feet diameter lunnel.The tunnel was excavated with an open shield in soft ground conditions beneath Pacific Coast Highway.Responsibilities included supervising and review of face logging provided by our Certified Engineering Geologist,material testing and sample collection along the cut and cover portions of Ihe alignment,reviewing inspectors daily reports,and providing environmental testing of collected samples. Armstrong Avenue and McGaw Trunk Sewer,(IRWD)Irvine,California:Project Manger providing geotechnical consulting services for the general contractor to evaluate a differing site condition claim for the completed micro-tunnel project.Originally design as a cut and cover sewer project the Contractor proVided a micro-tunnel alternative for the approximately 10,500 feet of new 28-inch and 48-inch diameter sewer.Significant delays in schedule concluded with a differing site condition claim by the tunneling subcontractor against the general contractor.Responsibilities included reviewing contract documents,inspector's daily reports,project schedule,geotechnical reports and the plans and specifications.Using the available data a detailed analysis was provided illustrating tunnel rates,soil types,and construction delays. Ellis Ave Tunnel -Pump Station (OCSD)Fountain Valley,California:Project Engineer supervising the district wide On- Call geotechnical services contract.Services included material testing and inspection during micro tunneling and pump station excavalion.Responsibilities included coordinating inspeclion,review and report laboratory testing results and consultation with OCSD slaff. Los Angeles Metropolitan Transportation Authority (Metro),Hollywood,California:Project Engineer providing geolechnical consulting services for the documentation and evaluation of lunnel induced settlement along lhe historic Walk of Fame corridor during construction of lhe Red Une.Mr.Pearce provided bUilding inspections,surveying,subsurface invesligation,monitoring of instrumentation and detailed evaluation regarding the settlement. Aliso Creek Emergency Sewer (ACES)Laguna Niguel,California:Projecl Engineer for the Aliso Creek Emergency Sewer (ACES).The project involved the design of new sewer and reclaimed water pipelines along IIJiso Creek Wilderness Park. Pipeline construction trends along an alluviated valley and crosses alluvial fan deposits,slope wash,Topanga Formation,and several large ancient landslides.Portions of the alignment wilt include micro-tunneling.Mr.Pearce reviewed and evaluated laboratory test data,performed geotechnical engineering for shoring and lateral earth pressures and provided consultations regarding micro-tunneling techniques. Los Angeles Metropolitan Transportation Authority (Metro),Division 13 (Union Division Bus Maintenance and Pariking Facility project,Los Angeles,California:Project Manager for the geotechnical design services for 4-story bus maintenance, parking facility with an underground level.Responsibilities included supervision of a multi-phase field evaluation,engineering analysis for geologic and seismic hazards,and project geotechnical recommendations.Site challenges included for remediation of liquefiable soils and foundation options.Our findings and recommendations were provided in a geotechnical report and presented during a project design charrelle. 25 ATTACHMENT 5-57 EDUCATION B.S.,Geology,2005 University of California,Santa Barbara REGISTRATIONS AND CERTIFICATIONS Professional Geologist,PG 8861 40-Hour HazardOUS Waste Operation Certification,2008 Radiation Safely and Use of Nuclear Gauges Certification,2005 Railroad Safety Trained,2006 EXPERIENCE HIGHLIGHTS Asilomar Landslide Evaluation for the City of Los Angeles Public Works Department Soulhern California Edison's Tehachapi Renewable Energy Project. Transmission Project,Environmental Impact Report Multiple large business and residential developments for private developers PROFESSIONAL AFFILIATIONS Member,Association of Engineering Geologists Member,South Coast Geological Society EVAN PRICE,PG FIELD GEOLOGIST As A Senior Staff Geologist for Ninyo &Moore,Mr.Price researches and compiles geologic data for investigations.He coordinates and supervises subsurface drilling activities,and performs geologic mapping and logging of exploratory borings and test pits.Mr.Price coordinates with support staff including technical illustrators and field and laboratory technicians,and prepares correspondence,permit requests,and geotechnical reports.He has experience wilh downhole logging,hollow stem and mud rotary drilling,coring,air percussion,cone penetrometer,monitoring wells,inclinometers, piezometers,fault lrenching,and geophysical surveys.He has field construction experience with grading,landslide buttresses,subsurface drainage systems,ground modification techniques,shoring systems,tie-back anchors,soil nail walls,drilled foundations,driven pile foundations,stone column soil improvements,micropile foundations,compaction testing,and as-graded geologic evaluation/mapping REPRESENTATIVE PROJECT EXPERIENCE San Ramon Canyon Storm Drain,Rancho Palos Verdes,California:Senior Staff Geologist for City of Rancho Palos Verdes project that would improve drainage conditions along the San Ramon Canyon,which traverses the South Shores Landslide to the ocean.The drainage improvements include construction of canyon subdrain systems,partial canyon filling and buttressing of the Tarapaca Landslide,construction of 4,000 feet of 54-inch storm drain,nearly 2,000 feet of tunneling,construction of a mid-canyon inlet structure,construction of a sea-bluff outlet structure and construction of access roads in the relatively steep landslide and canyon terrain.The project is intended 10 improve drainage along lhe canyon and reduce the potential for future landslide movement.Mr.Price was the lead field geologist for the project.He coordinated with subcontractors and directed field exploration activities.He was responsible or geologic mapping and logging continuous core borings and exploratory test pils.He prepared geologic cross-sections,assisted with slope stability analysis, and prepared technical data. North East Interceptor Sewer and Glendale Burbank Interceptor Sewer (NElS 21GBIS),Los Angeles,California:Field Geologist during the geolechnical evaluation for the design and construction of two new 96-inch-diameter sewer pipelines to be installed using tunnel boring machines (TBMs)180 feet below grade.Performed nine exploratory borings to depths of up to 195 feel to collect preliminary data regarding the geologic and geotechnical conditions,geologic slructure,and rock strength characteristics of quartz diorite and Modelo Formation along the alignments.The borings were advanced using continuous rock coring methods and rock cores were collected,logged,sampled,and prepared for storage.Services also included packer testing to evaluate strength and hydrogeologic conditions of the bedrock at the proposed pipeline invert elevations and installation of groundwater monitoring wells in the borings. North East Interceptor Sewer Project Phase II (NElS 2),Los Angeles,California: As Staff Geologist assisted in a subsurface exploration program for the preliminary design of the Northeast Interceptor Sewer II (NElS 2)in the City of Los Angeles, California.The NElS 2 project phase includes the preliminary design of 11.5 miles of 96-inch diameter tunnel through soft ground and rock up to depths of 180 feet. Responsibilities included field logging of soils and rock cores,reviewing logs and field data,and project coordination. Experlellce I Quality I Commitment ATTACHMENT 5-58 EVAN PRICE PAGE20F2 REPRESENTATIVE PROJECT EXPERIENCE (CONTINUED) Five Coves and Lincoln Basins Bypass Pipeline Project,Anaheim,California:As Senior Staff Geologist assisted in the geotechnical consulting services for the design of the Orange County Water Dislrict Five Coves and Uncoln Basins Bypass Pipeline project in Anaheim,California.Mr.Price look part in the subsurface exploration which included small diameter borings and test pits to evaluate the geologic conditions at the site.Helped prepare geologic models to evaluate the slope stability and design recommendations. Mira Loma Recharge Basin,Anaheim,California:Staff Geologist retained to perform a geotechnical study to evaluate the geologic conditions at the Orange County Water District's planned Mira Loma Recharge Basin in Anaheim,California.Our study was perfonned in support of planning and environmental documents for the project. MRCAIWestridge Overlook,Los Angeles,Santa Monica Mountains:Ninyo &Moore performed a geologic evaluation at the Westridge Overlook site in the Santa Monica Mountains for the planned nature park facility.The project was located in steep mountainous terrain in the southeast portions of the Santa Monica Mountains.The park development included an overtook area with graded parking areas,a paved access road,retaining walls and restoration of vegetated slopes and construction of trails.Our services included geologic mapping on site,including evaluation of a previously mapped landslide on slopes flanking the ridge line for Ihe overtook park.Our geologic evaluation included research and review of published geologic maps,review of previous geotechnical reports,geologic interpretation topographic maps and aerial photographs, and subsurface exploration.Laboratory testing was perfonned to classify materials and evaluate strength characteristics of geologic units for stability analysis.Stability analysis was perfonned for proposed cut slopes in Santa Monica Slate bedrock. The results of our geologic evaluation were presented in an illustrated report presenting our conclusions and recommendations.Our recommendations included geolechnical criteria for earthwork and slope stability,retaining wall construction and pavements.Our report included logs of exploratory borings,laboratory test resulls,geologic map and geologic cross sections. LADWP Barren Ridge Renewable Transmission Project,Los Angeles and Kern Counties,California:As Staff Geologist took part in a geotechnical study to be included in the Environmental Impact Report for a proposed new 230kV transmission line from the Barren Ridge substation in the Mojave Desert area to the new Haskell s~tching station in the Santa Clarita area.Mr.Price perfonned extensive data inventory of the geologic resources and potential geologic and seismic hazards affecting more than 200 miles of altemative route alignments for the transmission project.Extensive GIS- based analysis was conducted to evaluate and present the potential projecl impacts.He took part in the assessment of the potential impacts of Ihe project and developed mitigation measures to reduce the impacts.Significant geologic fealures of the study included potential surface fault ruplure due to the San Andreas and other active faults,potential liquefaction hazard zones,and the steep,landslide-prone terrain of the Angeles National Forest and Sierra Pelona. bperience I Quality I CommItment ATTACHMENT 5-59 San Ramon Canyon Storm Drain System Rancho Palos Verdes,California TABLE 1 -BREAKDOWN OF ESTIMATED FEE PROJECT COORDINATION AND MANAGEMENT October 3,2012 Pr~ectNo.208342001 Principal Engineer/GeologisVEnvironmental Scientist 40 hours @ $154.00 Senior Engineer/GeologisVEnvironmental Scientist 72 hours @ $148.00 Senior Staff Engineer/GeologisVEnvironmental Scientist 40 hours @ $128.00 Subtotal INSTRUMENTATION AND TUNNELING MONITORING /hour $6,160.00 Ihour $10,656.00 Ihour $5,120.00 --'$'--2-"1'"',9'::'3S=-'-.0;:':0' Principal Engineer/GeologisVEnvironmental Scientist 30 hours @ $154.00 Ihour Senior Engineer/GeologisVEnvironmental Scientist 60 hours @ $148.00 Ihour Inclinometer Usage 400 hours @ $32.00 Ihour Senior Staff Engineer/GeologisVEnvironmental Scientist 800 hours @ $128.00 Ihour Subtotal $4,620.00 $8,880.00 $12,800.00 $102,400.00 $128,700.00 FIELD SERVICES (EARTHWORK) Principal Engineer/GeologisVEnvironmental Scientist 12 hours @ $154.00 Ihour $1,848.00 Senior Engineer/GeologisVEnvironmental Scientist 40 hours @ $148.00 Ihour $5,920.00 Geologic Mapping Senior Staff Engineer/GeologisVEnvironmental Scientist 96 hours @ $128.00 Ihour $12,288.00 Earthwork and Trench Backfill Field/Laboratory Technician 296 hours @ $79.00 Ihour $23,384.00 Field Vehicle Usage 444 hours @ $10.00 /hour $4,440.00 Subtotal $47,880.00 FIELD SERVICES (CIDH AND TIE-BACK ANCHORS) Principal Engineer/GeologisVEnvironmental Scientist 6 hours @ $154.00 /hour $924.00 Senior Engineer/GeologisVEnvironmental Scientist 12 hours @ $148.00 /hour $1,776.00 Geologic Mapping Senior Staff Engineer/GeologisVEnvironmental Scientist 80 hours @ $128.00 /hour $10,240.00 Tie-Back Inspections Field/Laboratory Technician 80 hours @ $79.00 /hour $6,320.00 Field Vehicle Usage 178 hours @ $10.00 /hour $1,780.00 Subtotal $21,040.00 FIELD SERVICES (CONCRETE SAMPLING) Field/Laboratory Technician Field Vehicle Usage 208342001 PJ Fce·re....2 xis C8 Subtotal 1 of2 80 hours @ $79.00 80 hours @ $10.00 /hour $6,320.00 /hour....:$c--8;:.:0~0~.0~0~ $7,120.00 ATTACHMENT 5-60 San Ramon Canyon Storm Drain System Rancho Palos Verdes,California TABLE 1·BREAKDOWN OF ESTIMATED FEE October 3,2012 Project No.208342001 LABORATORY TESTING Chloride and Sulfate Content,CT 417 &CT 422 8 tests @ $135.00 /test $1,080.00 pH and Resistivity,CT 643 8 tests @ $140.00 /test $1,120.00 Proctor Density - D 1557 & D 698,CT 216 &AASHTO T-8 tests @ $180.00 /test $1,440.00180(Rock corrections add $80) Sand Equivalent,D 2419,CT 217 4 tests @ $90.00 /test $360.00 Compression Strength Test,C39 80 tests @ $22.00 /test $1,760.00 Subtotal $5,760.00 REPORT PREPARATION Principal Engineer/Geologist/Environmental Scientist Senior Engineer/Geologist/Environmental Scientist Senior Staff Engineer/Geologist/Environmental Scientist Technical Illustrator/CAD Operator Data Processing,Technical Editing,or Reproduction Subtotal TOTAL ESTIMATED FEE 8 hours @ $154.00 /hour $1,232.00 16 hours @ $148.00 /hour $2,368.00 40 hours @ $128.00 /hour $5,120.00 40 hours @ $78.00 /hour $3,120.00 40 hours @ $58.00 /hour $2,320.00 $14,160.00 $246,596.00 I 208342001 ?3 Fee-rev2 xis C.20f2 ATTACHMENT 5-61 San Ramon Canyon Storm Drain System Rancho Palos Verdes,California SCHEDULE OF FEES HOURLY CHARGES FOR PERSONNEL October 3,2012 Project No.208342001 Principal Engineer/Geologist/Environmental Scientist "$154 Senior Engineer/Geologist/Environmental Scientist..$148 Senior Project Engineer/Geologist/Environmental Scientist $145 Project Engineer/Geologist/Environmental Scientist.$142 Senior Slaff Engineer/GeologisUEnvironmental Scientist $128 Staff Engineer/GeologisUEnvironmental Scientist.$120 GIS Analyst $120 Field Operations Manager $95 Supervisory Technician $86 Nondestructive Examination Technician,UT,MT,LP $85 Senior FieldlLaboratory Technician..$79 FieldlLaboratory Technician $79 ACI Concrete Technician $79 Concrele/Asphalt Balch Plant Inspector $79 Special Inspector (Concrete,Masonry,Steel,Welding,and Fireproofing)$79 Technicallllustrator/CAD Operalor $78 GeolechnicaVEnvironmentaVLaboratory Assistant $66 Information Specialist..$66 Data Processing,Technical Editing,or Reproduction $58 OTHER CHARGES Expert Witness Testimony..............$400 thr Concrele Coring Equipment (inciudes one technician).$160/hr PID/FID Usage............................................................................$120/day Anchor load tesl equipmenl (inciudes technician)$89 thr Hand Auger Equipmenl..$55 tday Inclinometer Usage $32 /hr Vapor Emission Kits $30 /kit Level D Personal Prolective Equipment (per person per day)$25/p1d Rebar Locator (Pachomeler)$22 /hr Nuclear Density Gauge Usage $12/hr Field Vehicie Usage $10/hr Direct Project Expenses.......................................................................................................................Cost plus 15 0/0 Laboratory testing.geophysical equipment.and other special equipmenl provided upon request. NOTES (Field Services) For field and laboratory technicians and special inspectors,regular hourly rates are charged during normal weekday construction hours.Overtime rates at 1.5 times the regUlar rates will be charged for work performed outside normal con- struction hours and all day on Saturdays.Rates at twice the regUlar rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays.Lead time for any requested service is 24 hours.Field Technician rates are based on a 4-hour minimum.Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8- hour minimum for hours exceeding 4 hours.Field personnel are charged portal to portal. INVOICES Invoices will be submitted monthly and are due upon receipt.A service charge of 1.0 percent per monlh may be charged on accounts not paid within 30 days. TERMS AND CONDITIONS The terms and conditions of proViding our consulting services include our limitation of liability and indemnities as pre- sented in Ninyo &Moore's Work Aulhorization and Agreement. 208342001 P3·rev 2.doc ATTACHMENT 5-62 San Ramon Canyon storm Drain System Rancho Palos Verdes,Califomia October 3,2012 Project No.208342001 SCHEDULE OF FEES FOR LABORATORY TESTING Laboratory Test,Test Designation,and Price Per Test 70 55 35 35 100 120 140 130 130 'SO 275 55 390 90 'OS lOS 160 75 85 55 SO '20 95 '40 '20 SO 2,200 'SO 2'5 '00 '95 215 120 165 90 . $ . $ Aggregates Absorption.Coarse,C 127 $ Absorption.Fine,C 128....$ Clay Lumps and Friable Particles,C 142...$ Oeanness Value.CT 227 $ Crushed Particles,CT 205.....$ Durability.Coarse,CT 229........ S Durability,Fine,CT 229..$ Los Angeles Abrasion,C 131 or C 535....$ Mortar making properties of fine aggregate,C 87 ..$ Organic Impurities,C 40 $ Potential Reactivity of Aggregate (Chemk::al Melhocl),C 289 $ Sand Equivalent,CT 217 .$ Sieve Anatysis.Coarse Aggregate,C 136 $ Sieve Analysis,Fine Aggregate (irduding wash),C 136 .$ Sodium Sulfate Soundness (per size fraction),C 68 $ Specific:Gravity.Coarse,C 127 $ Specific Gravity.FlIle,C 128 $ Asphalt Concrete Asphalt Mix Design,CalLrans...$ Asphalt Mix Design Review,Job Spec .$ Extraction,%Asphalt.including Gradation,D 2172,CT 310 $ Film Stripping,CT 302............$ Hveem Stability and Unit Weight CTM or ASTM.CT 366.....$ Marshall Stability,Flow and Unit Weight,T-245 $ Maximum Theoretical Unit Weight,D 2041 $ Swell,CT 305..$ UnitWeighl sample or core,0 2726,CT 308 $ Concrete Cement Analysis Chemical and Physical,C 109........$1.650 Compression Tests,6x12 Cylinder,C 39 $22 Concrete Mix Design Review.Job Spec...............$140 Concrete Mix Design,perTnal Balch,6 cy1illCfer,ACI $750 Concrete Cores,Compression (excludes sampling),C 42 ..$55 Drying Shrinkage,C 157 .•.....$250 Flexural Test,C 78...$50 Flexural Test,C 293 $55 Flexural Test,CT 523...$60 GuniteJSholerete,Panels,3 cut cores per panel and test,ACI $250 Jobsite Testing Laboratory Quote Lightweight Concrete Fill,Compression,C 495 $40 Petrographic Analysis,C 656 $1,100 Splitting Tensile Strength.C 496 ..$80 Reinforcing and Structural Steel Fireproofing Density Test,UBC 7-6 $ Hardness Test,Rockwell,A-370......S High Strength Bolt,Nut &Washer Confonnance,sel,A-325 $ MechanicaUy Spliced Reinforcing Tensile Test,ACI........$ Pre-Stress Strand rr 'Wire),A416 .$ Chemical Analysis,A-36,A-615..........$ Reinforcing Tensile or Bend up to No.11,A 615 & A 706 $ Structural Steel Tensile Test:Up to 200,000 Ibs. (machining extra),A 370 . Welded Reinforcing Tensile Test:Up to No.11 bars,ACI ... 250 90 110 90 90 800 390 330 190 '40 100 90 '65 500 '90 190 '45 440 '35 275 70 290 2SO 'SO 165 145 145 165 300 190 110 30 39 230 '40 lSO Roofing Built·up Roofing,cut-out samples,0 2829...... $ RooflOQ Materials Analysis.0 2829..............$ RooflllQ Tile Absorplion,(sel of 5),UBC 15-5........$ RooflllQ Tile Strength Test (set of 5),UBC 15-5............$ Soils Atterbefg Limits,0 4318.CT 204 ...$ Ca~fomia Bearing Ratio (caR),0 1883 $ Chloride and Sulfate Content,CT 417 &CT 422 .$ Consolidation,0 2435.CT 219........................................ S Consolidation -Tme Rate.0 2435,CT 219 .....$ Direct Shear-Remolded,03080.................................$ Direct Shear -UndistUrbed,0 3080 ..$ Durability Index,CT 229............$ Expansion Index,0 4829,UBC 18-2 .$ Expansion Potential (Melhod A).0 4546 $ Expansive Pressure (Method C).0 4546........................•..$ Geofabric Tensile and Elongation Tes~0 4632 $ Hydraulic Conductivity,0 5084 $ Hydrometer Analysis.0 422,CT 203 ................•...$ Moisture.Ash,&Organic Matter of PeaVOrganic Soils $ Moisture Only.D 2216.CT 226....$ Moisture and Density,D 2937 .$ Penneability.CH,D 2434,CT 220 ..$ pH and Resistivity,CT 643 ......$ Proctor Density D 1557,D 698,CT 216,&...$ AASHTQ T-180 (Rock corrections add S80) R-value,D 2844,CT 301 .$ Sand Equivalent,D 2419.CT 217.....$ Sieve Analysis,0 422,CT 202.....$ Sieve Analysis,200 Wash,0 1140,CT202 $ Specific Gravity,0 854 $ Thermal Resistivity (ASTM 5334,IEEE 442)$ Triaxial Shear,C.D,0 4767,T 297 $ Triaxial Shear,C.U.,w/pore pressure,04767,T 2297 per pl..S Triaxial Shear.C.U ..wlo IXlre pressure,04767,T 2297 per pt..$ Triaxial Shear.U.U.,0 2850 ..$ Unconfined Compression,0 2166,T 208....$ Wax Oensity,0 1188 $ Masonry Brick Absorption,24-hour submersion,C 67 $45 Brick Absorption,5-hour boiling.C 67 .....$55 Brick Absorption,7-day,C 67......$60 Brick Compression Test,C 67 $45 Brick Efflorescence,C 67 .$45 Brick Modulus 0(Rupture.C 67 . S 40 Brick Moisture as received,C 67 $35 Brick Saturaoon Coefficient,C 67 $50 Concrete Block Compression Test,8x8x16,C 140....$60 Concrete Block Conformance Package,C 90 $440 Concrete Block Linear Stvinkage,C 426 S 120 Concrete Bock Unil Weight and Absorption,C 140...$55 Cores,Compression or Shear Bond,CA Code $55 Masonry Grout,3x3x6 prism compression,UBC 21-18 $30 Masonry Mortar,2x4 cylinder compression,UBC 21-16 $30 Masonry Prism,half size,compression,UBC 21·17 $110 Special preparation of standard lest specimens will be charged at the technician's hour1y rate. Ninyo &Moore is accredited to penonn Ihe AASHTQ equivalent of many ASTM test procedures. 208342001 P3.rev 2 doc: C. ATTACHMENT 5-63 Attachment D CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement")is made and entered into this 5th day of March, 2013 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")and Harris &Associates,Inc.(hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree as foliows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as foliows:CONSULTANT shali provide design- related construction assistance services for the CITY's San Ramon Canyon Stormwater Flood Reduction Project. 1.2 Description of Services CONSULTANT shali:review technical submittals and respond to appropriate requests for information related to the civil,structural and landscape design and provide general consulting services including document interpretation,clarifications and participate in the evaluation of change orders if required;prepare final electronic as- built plans of the San Ramon Canyon Stormwater Flood Reduction Project upon completion of the Project.These services are more fuliy described in CONSULTANT's Proposal,which is attached hereto as Exhibit "A"and incorporated herein by this reference.In the event of any conflict between the terms of this Agreement and any incorporated documents,the terms of this Agreement shali control. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY,CONSULTANT shali perform with due diligence the services requested by the CITY.Time is of the essence in this Agreement.CONSULTANT shali not be responsible for delay,nor shali CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly,or delay or faulty performance by CITY,other consultants/contractors,or governmental agencies,or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 Page 1 of 11 R6876-0001 \153521 Ov2.doc Agreement for Professional Services ATTACHMENT 5-64 COMPENSATION 2.1 Fee CITY agrees to compensate CONSULTANT an amount not to exceed one hundred and thirteen thousand dollars and no cents ($113,000.00)for services as described in Article 1. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Harris &Associates, 34 Executive Park,Suite 150 Irvine,CA 92614 2.3 Terms of Compensation CONSULTANT shall submit monthly invoices for the percentage of work completed in the previous month.CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30)days of receipt of each invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10)days of the receipt of each invoice.However, CITY's failure to timely notify CONSULTANT of a disputed amount or claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally,in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days advance written notice. 2.4 Additional Services CITY may request additional specified work under this Agreement.All such work must be authorized in writing by the CITY's Director of Public Works prior to commencement.CONSULTANT shall perform such services,and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "A".The rates in Exhibit "A"shall be in effect through the end of this Agreement. 2.5 Term of Agreement This Agreement shall commence on March 6,2013 and shall terminate Page 2 of 11 R6876-0001 \153521 Ov2.doc Agreement for Professional Services ATTACHMENT 5-65 thirty (30)days after the completion of the San Ramon Canyon Stormwater Flood Reduction Project,unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification,Hold Harmless,and Duty to Defend (a)Indemnity for Design Professional Services.In connection with its design professional services and to the extent ali owed by law,CONSULTANT shali hold harmless and indemnify CITY,and its officials,officers,employees,agents and independent contractors serving in the role of CITY officials,and designated volunteers (coliectively,"Indemnitees"),with respect to any and ali claims,demands,causes of action,damages,injuries,liabilities,losses,costs or expenses,including reimbursement of attorneys'fees and costs of defense (coliectively,"Claims"hereinafter),including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of,pertain to,or relate to in whole or in part to the negligence, recklessness,or willful misconduct of CONSULTANT or any of its officers,employees, subcontractors,or agents in the performance of its design professional services under this Agreement. (b)Other Indemnities.In connection with any and all ciaims,demands, causes of action,damages,injuries,liabilities,losses,costs or expenses,including attorneys'fees and costs of defense (collectively,"Damages"hereinafter)not covered by Section 3.1(a),and to the extent allowed by iaw,CONSULTANT shall defend,hold harmless and indemnify the Indemnitees with respect to any and all Damages,including but not limited to,Damages relating to death or injury to any person and injury to any property,which arise out of,pertain to,or relate to the acts or omissions of CONSULTANT or any of its officers,employees,subcontractors,or agents in the performance of this Agreement,except for such loss or damage arising from the soie negligence or willful misconduct of the CITY,as determined by final arbitration or court decision or by the agreement of the parties.CONSULTANT shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of CITY's choice,and shall pay ali costs and expenses,inciuding all attorneys'fees and experts'costs actualiy incurred in connection with such defense.Consultant's duty to defend pursuant to this Section 3.1 (b)shali apply independent of any prior,concurrent or subsequent misconduct,negligent acts,errors or omissions of Indemnitees. (c)Ali duties of CONSULTANT under Section 3.1 shall survive termination of this Agreement. 3.2 General Liability CONSULTANT shali at ali times during the term of the Agreement carry, maintain,and keep in full force and effect,a poiicy or policies of Commerciai General Page 3 of 11 R6876-0001 \153521 Ov2.doc Agreement for Professional Services ATTACHMENT 5-66 Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death,loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of A:VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement,carry, maintain,and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better.If a "claims made"policy is provided,such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed.Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period.If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the CITY.Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect,a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000)per claim and occurrence and two million dollars ($2,000,000)in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000)for property damage arising from one incident. 3.5 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law.CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation (a)All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30)days prior Page 4 of 11 R6876-0001\1535210v2.doc Agreement for Professional Services ATTACHMENT 5-67 written notice to CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.Additionally,CONSULTANT shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. (b)CONSULTANT agrees that it will not cancel or reduce any required insurance coverage.CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may take out the necessary insurance and pay,at CONSULTANT's expense,the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement,CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts.The commercial general liability policy shall contain endorsements naming the CITY,its officers,agents and employees as additional insureds. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY.The insurance policies (other than workers compensation and professional liability)shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a)This Agreement may be terminated at any time,with or without cause,by the CITY upon thirty (30)days prior written notice.This Agreement may be terminated by CONSULTANT only for cause upon ninety (90)days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.14. (b)In the event of termination or cancellation of this Agreement by CONSULTANT or CITY,due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT,in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY,CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items;provided,in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in this Agreement. Page 5 of 11 R6876-0001\1535210v2.doc Agreement for Professional Services ATTACHMENT 5-68 ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,information,data,exhibits, photographs,images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the CITY has full legal title to and the right to reproduce the Written Products.CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. Upon termination,abandonment or suspension of the Project,the Page 6 of 11 R6876-0001\153521 Ov2.doc Agreement for Professional Services ATTACHMENT 5-69 CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY.If CONSULTANT prepares a document on a computer,CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Director of Public Works or his or her designee,and CONSULTANT shall notify CITY of CONSULTANT's designated representative.These individuals shall be the primary contact persons for the parties regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement,CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48),the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel CONSUL TANT represents that it has,or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing.CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times shall CONSULTANT be responsible for its associates and subcontractors'services. 6.4 CONSULTANT's Representations CONSULTANT represents,covenants and agrees that:a)CONSULTANT is licensed,qualified,and capable of furnishing the labor,materials,and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement;b)there are no obligations,commitments,or impediments of any kind that will limit or prevent CONSULTANT's full performance under this Agreement;c)to the extent required by the standard of practice,CONSULTANT has investigated and Page 7 of 11 R6876-0001 \153521 Ov2.doc Agreement for Professional Services ATTACHMENT 5-70 considered the scope of services performed,has carefully considered how the services should be performed,and understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. 6.5 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested"(as provided in California Government Code Sections 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.6 Legal Action (a)Should either party to this Agreement bring legal action against the other,the validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California,excluding California's choice of law rules.Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b)If any legal action or other proceeding,including action for declaratory relief,is brought for the enforcement of this Agreement or because of an alleged dispute,breach,default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'fees,experts'fees, and other costs,in addition to any other relief to which the party may be entitled. (c)Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.7 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Notwithstanding the above,CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ,when it is appropriate and customary to do so.Such persons and entities include,but are not necessarily limited Page 8 of 11 R6876-0001\1535210v2.doc Agreement for Professional Services ATTACHMENT 5-71 to,surveyors,specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.8 Independent Contractor CONSULTANT is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set forth,and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms,or corporations as the CONSULTANT wishes except as expressly provided in this Agreement.CONSULTANT shall have no power to incur any debt, obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes,assessments,penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers'compensation law regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.9 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.10 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. 6.11 Construction In the event of any asserted ambiguity in,or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be Page 9 of 11 R6876-0001l1535210v2.doc Agreement for Professional Services ATTACHMENT 5-72 resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONSULTANT,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law,any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during CONSULTANT's or CITY's regular business hours or (b)on the third business day following deposit in the United States mail,postage prepaid,to the addresses listed below,or at such other address as one party may notify the other: To CITY: Les Jones,Interim Public Works Director City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONSULTANT: Randall Berry Harris &Associates, 34 Executive Park,Suite 150 Irvine,CA 92614 [Signatures on next page.] Page 10 of 11 R6876-0001\1535210v2.doc Agreement for Professional Services ATTACHMENT 5-73 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATTEST: By:_::-;-:------:::----:-_ City Clerk HARRIS &ASSOCIATES ("CONSULTANT") By:_ Printed Name:_ Title:_ By:_ Printed Name:_ Title:_ CITY OF RANCHO PALOS VERDES ("CITY") By:_,....,-_ Mayor APPROVED AS TO FORM: By:_::-;-:-----:-:-:--_ City Attorney R6876-0001\153521 Ov2.doc Page 11 of 11 Agreement for Professional Services ATTACHMENT 5-74 Exhibit "A": Consultant's Proposal,including Schedule of Hourly Rates Exhibit "A" R6876-0001\1347726v1.doc ATTACHMENT 5-75 DO Harris &Associates", Shaping the Future.One Project at a Time SM September 6,2012 Mr.Ron Dragoo,PE Deputy Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes,CA 90275-5391 Subject:San Ramon Cyn Storm Drain Proposal for Bidding /Construction Assistance DcarRon, Harris &Associates is pleased to present this proposal to provide assistance during bidding and construction for the subject San Ramon Canyon Storm Drain project.The Harris Team presented herein also designed the San Ramon Canyon Drainage Improvement project so it makes good sense to maximize continuity by staying with the Harris Design Team during the bidding and construction phases. The primary anticipated tasks include the following: Services during Bidding/Construction: Services during bidding and construction will generally include,but are not linlited to,the following: •Attend the pre-bidding meeting. •Attend the pre-construction meeting. •Attend other meetings as required by the construction manager. •Provide consultation during bidding and construction,including request for information, construction document interpretation,clarifications,and review of material submittals, shop drawings and Change Orders,if any,as required.Includes the design disciplines: •Civil (Harris &Associates)led by Randall Berry,PE •Structural (Ficcadenti,Waggoner &Castle)led by Mark Schroeder,SE •Landscape/irrigation (BorthWick,Guy &Bettenhausen)led by Art Guy,ASLA •Environmental feedback /support (SFC Consulting)led by Saundra Jacobs,REA •Remain "on-call"to provide field interpretations and reviews as requested •Perform a final job walk to check for completion of project per the plans and assist in the preparation of a "punch list"of remaining items of work for the contractor. •Prepare electronic "As-Built"record drawings of plans using city's provided construction plans that document any revisions made during construction. 34 Executive Park.Suite ISO Irvine.CA 92614-4705 949.655.3900 f.9~9.65S.3995 irvine~harris·assoc.com ATTACHMENT 5-76 Mr.Ron Dragoo,PE San Ramon Cyn SO Proposal Assist During Bid/Canst Assumptions: Page2 of2 September 6,2012 The proposed fees are based on the following assumptions: •San Ramon Cyn Storm Drain Engineer's opinion ofprobabJe Cost =$16 million +/- •Number of Working days =250 working days (equates to approximatcly I-year) •City staff (or their representative)will organize pre-bid and pre-construction meetings, advertise for bids,print and issue bid documents for bidding,collect and evaluate bids (all with as-needed assistance from the Harris Team). •City staff (or their representative)will provide the construction management and inspection required for the projcct (with as-needed assistance from the Harris Team). •Our services do not include a pre-construction survey of the structures and existing improvements in the vicinity of the project,since this is required of the contractor who will be responsible for repairing any related damage claims. •Our services do not include geotechnical assistance and testing during bidding and construction. •Our services do not include a construction survey /staking,since the since this is required of the contractor Harris proposes Lo provide the services as dctailed above for the hourly not-to-exceed "time and materials"fee presented below.Our services will be completed per our existing contract with the City with all of the same terms and conditions therein. Harris &Associates -Civil Assistance (hours =500 +/-)S Ficcadenti,Waggoner &Castle -Structural Assistance (+10%mark up)$ BGB Landscaping and Irrigation Assistance (+10%mark up)$ SI'C Consulting EnvilOlllnenLal Assistance ("!"16'7&llI<nk up)$ 80,000 17,600 15,400 5,566 HOURLY NOT-TO-EXCEED TOTAL =$118,566 113 0ot>J Harris &Associates'effort during this bidding and construction phase is limited to the number of hours estimated in this proposal. We appreciate opportunity to be of continued service to the City of Rancho Palos Verdes. Should you have any questions or wish to discuss any part of this proposal,pleasc feel free to call me at 949-655-3900,extension 2314. Sincerely, Harris &Associates ~~& Randall G.Berry,PE ~ Design Manager /Associate t::.n::iJHarris &ASSOr1:thu; ATTACHMENT 5-77 Attachment E CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement")is made and entered into this 5th day of March, 2013 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")and SFC Consultants Associates,Inc.(hereafter referred to as "CONSULTANT''). IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The project (hereinafter "Project")is described as follows:CONSULTANT shall provide environmental related services for the CITY's San Ramon Canyon Stormwater Flood Reduction Project,in accordance with requirements of the Resource Agency Permits granted to the City of Rancho Palos Verdes,Permit Numbers SPL- 2011-01140-SLP,7011 2970 0000 0645 0174 and 1600-1600-2011-0379-R5 1.2 Description of Services CONSULTANT shall:produce and submit all pre-construction documentation and notifications required for construction commencement approval, conduct a pre-construction nesting survey and report the findings as required to the appropriate agencies;review the Contractor's biologist's work plan for compliance before commencement of work;review all work plans in terms with the permit requirements;monitor all specific activities required by the permits,such as protective measures for sensitive vegetation,the planting of the native plants in accordance with the agreed pallet and Native American monitoring;verify for all compliance requirements upon completion of the San Ramon Canyon Stormwater Flood Reduction Project,including landscape mitigation adequacy,beach restoration,restoration of conservation measures in disturbed areas and the preparation and submittal of reports to each of the required agencies and the submittal of as-built plans;annual inspections of the mitigated measures will be conducted and reports submitted for 5-years after the completion of the San Ramon Canyon Stormwater Flood Reduction Project;reporting; and attend meetings and site visits,as described in CONSULTANT's Proposal,which is attached hereto as Exhibit "A"and incorporated herein by this reference.In the event of any conflict between the terms of this Agreement and any incorporated documents,the terms of this Agreement shall control. Page 1 of 12 R6876-0001\1535235v2.doc Agreement for Professional Services ATTACHMENT 5-78 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY,CONSULTANT shall perform with due diligence the services requested by the CITY.Time is of the essence in this Agreement.CONSULTANT shall not be responsible for delay,nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly,or delay or faulty performance by CITY,other consultants/contractors,or governmental agencies,or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 COMPENSATION 2.1 Fee CITY agrees to compensate CONSULTANT an amount not to exceed one hundred and seventeen thousand three hundred dollars and no cents ($117,300.00)for services as described in Article 1. 2.2 Payment Address All payments due CONSULTANT shall be paid to: Saundra Jacobs 65 Post,Suite 1000 Irvine,CA 92618 2.3 Terms of Compensation CONSULTANT shall submit monthly invoices for the percentage of work completed in the previous month.CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30)days of receipt of each invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10)days of the receipt of each invoice.However, CITY's failure to timely notify CONSULTANT of a disputed amount or claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally,in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days advance written notice. Page 2 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-79 2.4 Additional Services CITY may request additional specified work under this Agreement.All such work must be authorized in writing by the CITY's Director of Public Works prior to commencement.CONSULTANT shall perform such services,and CITY shall pay for such additional services in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit "A".The rates in Exhibit "A"shall be in effect through the end of this Agreement. 2.5 Term of Agreement This Agreement shall commence on March 6,2013 and shall terminate on April 30,2015 unless sooner terminated pursuant to Article 4 of this Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification,Hold Harmless.and Duty to Defend (a)Indemnity for Design Professional Services.In connection with its design professional services and to the extent allowed by law,CONSULTANT shall hold harmless and indemnify CITY,and its officials,officers,employees,agents and independent contractors serving in the role of CITY officials,and designated volunteers (collectively,"Indemnitees"),with respect to any and all claims,demands,causes of action,damages,injuries,liabilities,losses,costs or expenses,including reimbursement of attorneys'fees and costs of defense (collectively,"Claims"hereinafter),including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of,pertain to,or relate to in whole or in part to the negligence, recklessness,or willful misconduct of CONSULTANT or any of its officers,employees, subcontractors,or agents in the performance of its design professional services under this Agreement. (b)Other Indemnities.In connection with any and all claims,demands, causes of action,damages,injuries,liabilities,losses,costs or expenses,including attorneys'fees and costs of defense (collectively,"Damages"hereinafter)not covered by Section 3.1(a),and to the extent allowed by law,CONSULTANT shall defend,hold harmless and indemnify the Indemnitees with respect to any and all Damages,including but not limited to,Damages relating to death or injury to any person and injury to any property,which arise out of,pertain to,or relate to the acts or omissions of CONSULTANT or any of its officers,employees,subcontractors,or agents in the performance of this Agreement,except for such loss or damage arising from the sole negligence or willful misconduct of the CITY,as determined by final arbitration or court decision or by the agreement of the parties.CONSULTANT shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of Page 3 of 12 R6876-0001\1535235v2.dac Agreement for Professional Services ATTACHMENT 5-80 CITY's choice,and shall pay all costs and expenses,including all attorneys'fees and experts'costs actually incurred in connection with such defense.Consultant's duty to defend pursuant to this Section 3.1 (b)shall apply independent of any prior,concurrent or subsequent misconduct,negligent acts,errors or omissions of Indemnitees. (c)All duties of CONSULTANT under Section 3.1 shall survive termination of this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain,and keep in full force and effect,a policy or policies of Commercial General Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death,loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M.Best's Insurance Guide with a rating of A:VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement,carry, maintain,and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better.If a "claims made"policy is provided,such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed.Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period.If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the CITY.Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect,a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000)per claim and occurrence and two million dollars ($2,000,000)in the aggregate for bodily injuries or death of one person and five hundred thousand dollars ($500,000)for property damage arising from one incident. Page 4 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-81 3.5 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law.CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation (a)All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30)days prior written notice to CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.Additionally,CONSULTANT shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. (b)CONSULTANT agrees that it will not cancel or reduce any required insurance coverage.CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may take out the necessary insurance and pay,at CONSULTANT's expense,the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement,CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts.The commercial general liability policy shall contain endorsements naming the CITY,its officers,agents and employees as additional insureds. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY.The insurance policies (other than workers compensation and professional liability)shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a)This Agreement may be terminated at any time,with or without cause,by the CITY upon thirty (30)days prior written notice.This Agreement may be terminated by CONSULTANT only for cause upon ninety (90)days prior written notice. Notice shall be deemed served if completed in compliance with Section 6.14. Page 5 of 12 R6876-000 1\1535235v2 .doc Agreement for Professional Services ATTACHMENT 5-82 (b)In the event of termination or cancellation of this Agreement by CONSULTANT or CITY,due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT,in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement as determined by the CITY,CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items;provided,in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in this Agreement. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,information,data,exhibits, photographs,images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the CITY has full legal title to and the right to reproduce the Written Products.CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented,copyrighted,trade Page 6 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-83 secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. Upon termination,abandonment or suspension of the Project,the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project without additional cost or expense to the CITY.If CONSULTANT prepares a document on a computer,CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be the Director of Public Works or his or her designee,and CONSULTANT shall notify CITY of CONSULTANT's designated representative.These individuals shall be the primary contact persons for the parties regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunitv Acts In the performance of this Agreement,CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48),the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel CONSULTANT represents that it has,or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing.CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all proposed staff members who will perform such services. Page 7 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-84 CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times shall CONSULTANT be responsible for its associates and subcontractors'services. 6.4 CONSULTANT's Representations CONSULTANT represents,covenants and agrees that:a)CONSULTANT is licensed,qualified,and capable of furnishing the labor,materials,and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement;b)there are no obligations,commitments,or impediments of any kind that will limit or prevent CONSULTANT's full performance under this Agreement;c)to the extent required by the standard of practice,CONSULTANT has investigated and considered the scope of services performed,has carefully considered how the services should be performed,and understands the facilities,difficulties and restrictions attending performance of the services under this Agreement. 6.5 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested"(as provided in California Government Code Sections 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.6 Legal Action (a)Should either party to this Agreement bring legal action against the other,the validity,interpretation,and performance of this Agreement shall be controlled by and construed under the laws of the State of California,excluding California's choice of law rules.Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b)If any legal action or other proceeding,including action for declaratory relief,is brought for the enforcement of this Agreement or because of an alleged dispute,breach,default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'fees,experts'fees, and other costs,in addition to any other relief to which the party may be entitled. (c)Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. Page 8 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-85 6.7 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Notwithstanding the above,CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ,when it is appropriate and customary to do so.Such persons and entities include,but are not necessarily limited to,surveyors,specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.8 Independent Contractor CONSULTANT is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set forth,and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms,or corporations as the CONSULTANT wishes except as expressly provided in this Agreement.CONSULTANT shall have no power to incur any debt, obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes,assessments,penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers'compensation law regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. The titles used in this Agreement are for general reference only and are not part of the Agreement. Page 9 of 12 R6876-0001\1535235v2.doc Agreement for Professional Services ATTACHMENT 5-86 6.10 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. 6.11 Construction In the event of any asserted ambiguity in,or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.12 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONSULTANT,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law,any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a)the day of delivery if delivered by hand or overnight courier service during CONSULTANT's or CITY's regular business hours or (b)on the third business day following deposit in the United States mail,postage prepaid,to the addresses listed below,or at such other address as one party may notify the other: Page 10 of 12 R6876-0001\1535235v2.doc Agreement for Professional Services ATTACHMENT 5-87 To CITY: Les Jones,Interim Public Works Director City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONSULTANT: Saundra Jacobs 65 Post,Suite 1000 Irvine,CA 92618 [Signatures on next page.] Page 11 of 12 R6876-0001 \1535235v2.doc Agreement for Professional Services ATTACHMENT 5-88 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATIEST: City Clerk SFC CONSULTANTS ("CONSULTANT") By:_ Printed Name:_ Title:_ By:_ Printed Name:_ Title:_ CITY OF RANCHO PALOS VERDES ("CITY") By:_ Mayor APPROVED AS TO FORM: By:_--,--,,-----,-,_ City Attorney R6876-0001\1535235v2.doc Page 12 of 12 Agreement for Professional Services ATTACHMENT 5-89 Exhibit "A": Consultant's Proposal,including Schedule of Hourly Rates Exhibit "A" R6876-0001\1347726v1.doc ATTACHMENT 5-90 Introduction The City of Rancho Palos Verdes,as Lead Agency for the San Ramon Stonn Drain Tunnel Project (Project)CEQA documentation has adopted a mitigation monitoring and reporting program pursuant to Section 21081.6 of the Public Resources Code,California Environmental Quality Statutes.The purpose of the program is to ensure compliance with the required mitigation measures or project revisions during project implementation.Under Section 21081.6, the City has adopted as conditions of approval,the approved mitigation measures. The City is also in receipt of approved permits from the following State and Federal Agencies for the Project. •Dept.of the Army,Los Angeles District,Corps of Engineers,Nationwide Pennit Verification:SPL-2001-01140-SLP,Dec.3,2012. •California Natural Resource Agency,Department ofFish and Game,Final Lake or Streambed Alteration Agreement Notification No.:1600-1600-2011-0379-R5,May 18, 2012. •California Water Boards,Los Angeles Regional Water Quality Control Board,Water Quality Certification:File #11-201,July 2,2012. Project Location San Ramon Canyon,north and south ofW.25lh Street/Palos Verdes Drive East,in the City of Rancho Palos Verdes,Los Angeles County,California. Project Description The project undertaking would include a new mid-canyon storm drain inlet structure and tunnel alignment north ofW.25'10 Street that would ~ravity flow through the tunnel to a cut and covered section of buried pipe located south ofW.25'Street,and transition into a second tunnel to a new outlet structure at the base of the bluff.Total stonn drain alignment is approximately 4,200 lineal feet of 54-inch diameter pipe from inlet to outlet.Total tributary area draining into the new storm drain would be 123.7 acres.The existing 48"stonn drain below W.25 th Street that is witllin the City of Los Angeles would remain in place and serve as backup as necessary.No improvements or cleaning are proposed to the existing stonn drain system,which is located in the City of Los Angeles. Scope of Work The scope of work listed below has been outlined for the three different phases of the project: pre-construction,construction and post-construction.The hours listed for each phase as listed in the attached pricing matrix are time and materials,and should be considered not-to-exceed totals. General Contractor (Contractor)will administer regulatory permit requirements not outlined below. II··f ••• 2 City of Rancho Palos Verdes San Ramon Canyon Stann Drain Mitigation Implementation Plan ATTACHMENT 5-91 PRE-CONSTRUCTION 1)Pre-construction noti fications to regulatory agencies. a.Provide written notification of pending construction start to all regulatory agencies. i.Letter report 11.Pennits 111.Approved drawings b.Follow up with each regulatory agency for adequacy of project plans and construction commencement approval. 2)Pre-construction nesting bird survey a.Conduct initial 2-day nesting survey.Detennine high priority areas.Initiate weekly visit schedule per CDFG requirement for regular monitoring for 30-days prior to disturbance. b.Final survey no more than 5-day prior to the start of construction. c.Report of findings. d.Pre-construction color photos. e.Submittal to regulatory agencies. 3)Review Contractors biologists work plan. a.Review of BMPs in canyon and shore line for compliance. b.Review of Landscape Establishment Confonnance Mitigation Plan for compliance c.Review of Surface Water Diversion Plan for compliance and submit to LARWQCB prior to any surface water diversions,if any. CONSTRUCTION 4)Third parly review of general contractor's biologist,by SFC's biologist during clearing and grubbing and significant earth moving activity.Activities will include,but are not limited to: a.Minimal "over-the-shoulder"review in the field.Summarize adequacy for City via soft copy report or email. b.Desk review and comments on adequacy of Contractor's biologists reports. Summarize adequacy for City via soft copy report or email. c.Attend Contractor's biologist pre-project briefing.Summarize adequacy for City via soft copy report or email. d.Review Contractor's biologists Education Brochure.Summarize adequacy for City via soft copy report or email. e.Verify compliance with protective measures by Contractors biologist.Summarize adequacy for City via soft copy report or email. f.Verify supplemental watering by Contractors biologist.Summarize adequacy for City via soft copy report or email. g.Verify grass seed mix has been approved by DFG.Summarize adequacy for City via soft copy report or email. h.Verify specialist to retrieve and replant any sensitive plant species that may be impacted prior to drilling through bluff.Summarize adequacy for City via soft II°oPY report o"m.;[,'".,,__'"'"'"~ ",'.'0 S~~t~g~~~~~~~fe~~e~~~:nD;~~~ ATTACHMENT 5-92 5)Limited third party oversight of restoration planting activity. a.Summarize adequacy for City via soft copy report or email. 6)Native American monitoring during clearing and grubbing in the canyon and significant earth moving activity.Estimated 4 to 12 weeks. a.Provide to the City a monitoring report. b.Submit monitoring reports to appropriate regulatory agencies. POST-CONSTRUCTION 7)Post construction review and documentation of restoration activity as outlined in CDFG permit. a.Verify compliance with Landscape Establishment Conformance Mitigation Plan b.Verify conservation easement to new mitigation area. c.Recommend additional restoration as needed to comply with pennits. d.Verify temporary impact areas for access have been restored and revegetated. e.Provide report summarizing adequacy of restoration activity. 8)Post construction coordination with regulatory agencies as outlined in permits. a.Prepare and submit Post-project implementation memorandum to resource agencIes. i.Dates work within waters of US initiated and completed. ii.SU111l11ary of compliance status with each special condition of permit (including non-compliance),and/or recommendations to comply. 111.Color photos (including map of photo points)of project site before and after construction of those aspects directly associated with pennanent impact to waters of the US. iv.Submit "as-built"drawings. b.Certification of Compliance with Regulatory agencies. c.Verification of other mitigation measures outlined in Final CEQA MND. i.Outlet structure. ii.Trail switch back/passive park. 9)On Call Environmental Services. a.As needed. LONG TERM ANNUAL REMEDIATION REVIEW 10)Five-year annual remediation review,documentation and distribution to regulatory agencies.Annual review to include: a.Color photo documentation of pre-and post-project and mitigation conditions. b.GPS coordinate outlining boundary of project and mitigation area. c.Overall status of project including detailed schedule of work. d.Water quality monitoring results (as required). e.Certified Statement of "no net loss"of wetlands associated with this project. f.Discussion of monitoring activities and exotic plant control efforts. g.Certified Statement from pennitee that all conditions of penn it Certification have been met. II··...: 4 City of Rancho Palos Verdes San Ramon Canyon Stann Drain Mitigation Implementation Plan ATTACHMENT 5-93 COST MATRIX "".-J"..--.-----------,-..-~r,·-:~~"f.').....i'~~-.....:~'R:ltclbour -..\~l,'~"-.. {;"',•./._l \unless t .;.\~I'",~TllSk ~~Delotripllon tlours I J I I TOIaI i f Summa~.•<lIlrr\\se'•~",:~'';':1''''~..., "'.I nolrd ti .,r,I .l -fr:."~~:;o)~oo ,'~L.~'___-......_~.::..~__.~__._~..-:~._1:"'..I;'./J"!...,-.j~~iW -"'~~J. PRE-€ONSTRUCTIQN 1 PRE·CONSTRUCTION NOTIFICATION 40 S105 4200 2 Includes 2 day nesling survey PRE·CONSTRUCTION BIRD NESTING SURVEY and REGULAR and once weekly survey for MONITORING 30-DAYS PRIOR TO DISTURBANCE.48 5125 6000 3D-days nnor \0 disturbance. 3 REVIEW OF WORK PLAN 10 Sl05 1050 C0NSTRUC'TIO'N Assuming 8 weeks oflimitcd 4 activity over a 4 monlh THIRD PARTY REVlEW DURING CONSTRUCTION 320 5125 40000 period.,TIIIRD PARTY QVERSITE OF RESTORATION PLANTING ACTIVITY 40 SllS '000 Assuming 8 weeks oflimitcd 6 activity ovcr a.4 month NATIVE AMERICAN MONITORING 40 days SJ15/d3 15000 'riod. POS'T-CONS'fROCTfON 7 POST CONSTRUCTION REVIEW AND DOCUMENATION 40 SIOS 4200 8 POST CONSTRUCT10N COORDINATION WITH REGULATORY AGENCIES 20 SIOS 2100 9 ON CALL ENVIRONMENTAL SERIVCES SI50 SI2S S18.750 As needed. "LONG TERM REVIEW 10 Includes I annual report per S-YEAR ANNUAL REVIEW 200 SlOS 21000 car for 5 vcntS. 117300 II··...: 5 City of Rancho Palos Verdes San Ramon Canyon Stann Drain Mitigation Implementation Plan ATTACHMENT 5-94 Attachment F RESOLUTION NO.2013- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES,AMENDING RESOLUTION 2012-43,THE BUDGET APPROPRIATION FOR FISCAL YEAR 2012-13,FOR A BUDGET ADJUSTMENT TO THE CITY'S CAPITAL IMPROVEMENT PROJECTS FUND AND WATER QUALITY FLOOD PROTECTION FUND WHEREAS,Section 3.32 of the Rancho Palos Verdes Municipal Code provides that all expenditures in excess of budgeted allocations must be by supplemental appropriation of the City Council;and WHEREAS,on June 19,2012,the City Council of the City of Rancho Palos Verdes adopted Resolution 2012-43,approving a spending plan and authorizing a budget appropriation for the 2012-13 fiscal year;and WHEREAS,it is necessary for the City to allocate additional funds to provide adequate funding for the San Ramon Canyon Stormwater Flood Reduction Project within the San Ramon Canyon;and WHEREAS,budget adjustments in the Capital Improvement Projects Fund and Water Quality and Flood Protection Fund are necessary to authorize the expenditure of additional funds for a storm drain construction project; BE IT,THEREFORE,RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES: The following adjustments be made to the FY12-13 budget: CIP Fund Transfers Out WQFP Fund Transfers In WQFP Grant Revenue WQFP Improvements 330-3030-491-91-00 501-3052-391-10-00 501-3052-334-10-00 501-3052 -431-73-00 $8,293,009, $8,293,009 $9,464,727 $17,757,736 PASSED,APPROVED,and ADOPTED this 5th day of March,2013. MAYOR ATTEST: CITY CLERK ATTACHMENT 5-95 Resolution No.2013- State of California ) County of Los Angeles )ss City of Rancho Palos Verdes ) I,Carla Morreale,City Clerk of The City of Rancho Palos Verdes,hereby certify that the above Resolution No.2013-was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on March 5,2013. CITY CLERK CITY OF RANCHO PALOS VERDES ATTACHMENT 5-96