RPVCCA_CC_SR_2013_10_01_G_Drainage_Improvement_Studies_Agmt_KPFF_IncCrTYOF
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
Project Manager:
HONORABLE MAYOR & CITY COUNCIL MEMBERS
LES JONES, INTERIM DIRECTOR OF PUBLIC '!j.p~
OCTOBER 1, 2013 --<j'_
AWARD PROFESSIONAL SERVICES CONTRACT OR
DRAINAGE IMPROVEMENT FEASIBILITY STUDIES TO
KPFF, INC
(SUPPORTS 2013 CITY COUNCIL GOAL 4, PUBLIC
INFRASTRUCTURE)
CAROLYN LEHR, CITY MANAGERcf)___
Andy Winje, Associate Civil Engineer µY'1
RECOMMENDATION
1. Award a professional services contract to KPFF, Inc. for development of drainage
improvement feasibility studies for the Marguerite Open Channel and PVDS East of
Barkentine sites, for a not to exceed amount of $72,480 over the duration of the
contract.
2. Authorize the Mayor and City Clerk to execute a professional services contract with
KPFF, Inc.
EXECUTIVE SUMMARY
Two projects that have been programmed in the five year model of the Water Quality and
Flood Protection (WQFP) Program and included in the City's list of Funded Projects in the
FY2013-14 Capital Improvement Program (CIP) require initial feasibility studies to
determine what alternatives are available to correct the deficiencies at each site. Staff has
received a proposal from KPFF, Inc. (KPFF), a consulting engineering firm known to the
City for their storm water engineering services. After review of the proposal and
negotiation of scope and fees, Staff recommends awarding a professional services
contract to KPFF to perform feasibility studies of these two project sites.
BACKGROUND
The two projects under consideration are at sites known as Marguerite Open Channel and
PVDS East of Barkentine. The PVDS East of Barkentine site was identified in the 2004
Master Plan of Drainage as having insufficient hydraulic capacity, that is, the facilities may
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be undersized. Although Staff has not observed or heard of any significant flooding at this
location since the 2004 report was issued, it is prudent to study the site in detail to resolve
any capacity issues. Staff is also aware of a potential local runoff issue involving water
running from the right of way onto private property near this location and has included
studying correction to this issue in the scope. This site is immediately adjacent to Abalone
Cove Shoreline Park, where KPFF is also performing engineering studies (as a sub-
consultant contracted to the City's prime consultant) for drainage improvements to the
park.
Marguerite Open Channel is a site sandwiched between Calle Entradero and the
Marguerite neighborhood. This channel carries flow from a County storm drain under
Palos Verdes Drive West westward to another County drainage facility, which carries the
flow over the bluff and to the beach. The channel in between the upstream outlet and
downstream inlet is experiencing erosion at a rate concerning to Staff. This project was
not identified in the 2004 report, which only studied pipe capacity and not open channel
capacity or actual field conditions. Both projects are identified in the WQFP Program and
are funded CIP projects for FY2013-14.
Depending on the findings, projects at either of these sites may qualify as a "regional
project" under the new MS4 Permit to address storm water quality. Regional projects are
structural BMPs installed to mitigate storm water pollutants. Identifying and building a
qualifying project by June 2015 is necessary to satisfy the permit conditions.
DISCUSSION
Typically, a feasibility study for projects like these is relatively inexpensive and falls within
the cost limits of the on-call contracting procedures in the department. KPFF is one of the
City's contracted on-call professional firms, but there are no open work orders with KPFF
under that contract at this time. KPFF is also a leader in developing storm water pollution
mitigation projects in the Los Angeles area and has a very good understanding of what is
required to meet MS4 Permit guidelines. Therefore, KPFF was approached by Staff about
providing a proposal for such a study at Marguerite Open Channel. When it became
known that KPFF was involved as the sub-consultant handling drainage issues for
improvements at Abalone Cove Park, which is adjacent to the PVDS East of Barkentine
site, they were asked to add the scope for a feasibility study for PVDS East of Barkentine
to their Marguerite proposal.
KPFF indicated that they would require additional site information that the City did not
possess and so added services for a soils study and topographic surveying to their
proposed scope. Staff agrees that these services are necessary to adequately study the
feasibility of corrective alternatives at each location. Combining the two projects and
adding the necessary scope of outside services increased the cost to beyond the
contracting authority in the department or through the on-call procedures. Therefore, Staff
is bringing this forward as a stand-alone professional service contract.
The scope of the feasibility study will include the following for each site:
• Topographic survey and research G-2
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• Geotechnical studies
• Hydrology studies and determination of peak mitigated water quality rate
• Hydraulic studies including computer modeling
• Development of three alternative concepts for further study
• Engineering estimates of alternatives
CONCLUSIONS
Deficiencies in the storm drain system have been identified at the two subject sites in the
City. There is potentially an opportunity to make improvements at one or both sites that
would satisfy MS4 Permit requirements for a structural BMP in additional to addressing the
flood control issues. Staff believes KPFF is well qualified to perform the work from both the
flood control and storm water quality aspects. Therefore, Staff recommends awarding a
professional services agreement not to exceed $72,480 to KPFF, Inc. for this work.
FISCAL IMPACT
This work will be performed as part of the Water Quality Flood Protection Program using
funds made available from the Storm Drain User Fee. Sufficient funds for the work have
been included in the Storm Water Quality Program of the approved FY 2013-14 budget.
Attachment:
Professional Services Agreement
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CITY OF RANCHO PALOS VERDES
DESIGN PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this 1st day of
October, 2013, by and between the City of Rancho Palos Verdes (hereinafter referred to
as the "CITY") and KPFF, 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 is described as follows:
Feasibility Studies for Marguerite Open Channel Drainage Improvements
and PVDS East of Barkentine Drainage Improvements
1.2 Description of Services
CONSULTANT shall: perform feasibility studies and provide a feasibility
study report for each location as described in the 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 incorporated document, 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.
ARTICLE 2
COMPENSATION
2.1 Fee
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CITY agrees to compensate CONSULTANT an amount not to exceed
seventy-two thousand four hundred eighty dollars ($72,480) for services as described in
Article 1.
2.2 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.
CONSULTANT hereby waives the statement on page 5 of Exhibit “A”
regarding a monthly service charge of 1.5 percent of the unpaid balance (18 percent
true annual rate) added to past due accounts. CONSULTANT shall not bill the CITY
any monthly service charge or other surcharge for unpaid balances.
2.3 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.
2.4 Term of Agreement
This Agreement shall commence on October 1, 2013 and shall terminate
on June 30, 2014 unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
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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 maximum extent permitted 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 maximum extent permitted 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
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,
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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
written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of
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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 Entire Policy and Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall
maintain on file with the CITY Clerk both a copy of the entire policy and 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 or by CONSULTANT upon
ninety (90) days prior written notice. Notice shall be deemed served if completed in
compliance with Section 6.14.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by
CONSULTANT, in an amount to be determined as follows: for work satisfactorily done
in accordance with all of the terms and provisions of this Agreement 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.
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ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, plans, specifications, reports, information, data,
exhibits, photographs, images, video files and media created or developed by
CONSULTANT pursuant to this Agreement (“Written Products”) shall be and remain the
property of the CITY without restriction or limitation upon its use, duplication or
dissemination by the CITY. All Written Products shall be considered “works made for
hire,” and all Written Products and any and all intellectual property rights arising from
their creation, including, but not limited to, all copyrights and other proprietary rights,
shall be and remain the property of the CITY without restriction or limitation upon their
use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or
attempt to obtain copyright protection as to any Written Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the
CITY pursuant to the paragraph directly above this one.
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.
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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 1990 (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
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
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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.
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Notwithstanding the above, CONSULTANT may use the services of
persons and entities not in CONSULTANT's direct employ, when it is appropriate and
customary to do so. Such persons and entities include, but are not necessarily limited
to, surveyors, specialized consultants, and testing laboratories. CONSULTANT's use of
subcontractors for additional services shall not be unreasonably restricted by the CITY
provided CONSULTANT notifies the CITY in advance.
6.8 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over
the conduct of CONSULTANT or any of the CONSULTANT's employees, except as
herein set forth, and CONSULTANT is free to dispose of all portions of its time and
activities which it is not obligated to devote to the CITY in such a manner and to such
persons, firms, or corporations as the CONSULTANT wishes except as expressly
provided in this Agreement. CONSULTANT shall have no power to incur any debt,
obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an
agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of
its agents, servants or employees, are in any manner agents, servants or employees of
CITY. CONSULTANT agrees to pay all required taxes on amounts paid to
CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless
from any and all taxes, assessments, penalties, and interest asserted against the CITY
by reason of the independent contractor relationship created by this Agreement.
CONSULTANT shall fully comply with the workers’ compensation law regarding
CONSULTANT and its employees. CONSULTANT further agrees to indemnify and
hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers’ compensation laws. The CITY shall have the right to offset against the amount
of any fees due to CONSULTANT under this Agreement any amount due to the CITY
from CONSULTANT as a result of its failure to promptly pay to the CITY any
reimbursement or indemnification arising under this Article.
6.9 Titles
The titles used in this Agreement are for general reference only and are
not part of the Agreement.
6.10 Entire Agreement
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.
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6.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
6.12 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT constitute or be construed as a waiver by the CITY of any breach of
covenant, or any default which may then exist on the part of CONSULTANT, and the
making of any such payment by the CITY shall in no way impair or prejudice any right or
remedy available to the CITY with regard to such breach or default.
6.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
6.14 Notice
Except as otherwise required by law, any payment, 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:
Responsible Person: Les Jones, Interim Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Brian Powers
KPFF, Inc.
6080 Center Drive, Suite 700
Los Angeles, CA 90045
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: KPFF, Inc. (“CONSULTANT”)
By: _____________________________
Printed Name: ____________________
Title: ___________________________
By: _____________________________
Printed Name: ____________________
Title: ___________________________
Dated: CITY OF RANCHO PALOS VERDES
(“CITY”)
By: _____________________________
Mayor
ATTEST: APPROVED AS TO FORM:
By: _____________________________ By: _____________________________
City Clerk City Attorney
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Exhibit "A":
Consultant's Proposal and Schedule of Hourly Rates
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Consulling Engineers
September 12, 2013
Mr. Andy Winje, P .E.
Associate Engineer
City of Rancho Palos Verdes
Department of Public Works
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Re : Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job #113180.9
Dear Andy:
We are pleased to submit this revised proposal for civil engineering services required for the above-
referenced project. This proposal is based on your e-mail dated May 17, 2013, our meeting and site visit
with you on Friday May 31, 2013, your e-mail dated Thursday, August 8, 2013 , and our subsequent
conversations.
PROJECT DESCRIPTION
We understand the project consists of a feasibility study of two project sites located in the City of Rancho
Palos Verdes . The goal of the feasibility study for both project sites is to identify a range of alternative
improvement projects to:
I . Stabilize the existing natural drainage course.
2. Improve drainage function and flood control.
3 . Enhance storm water runoff treatment potential.
The existing project sites are roughly described as follows :
Project Site #1 (Calle Entradero)
Project Site #I is located at the northwest comer of Calle Entradero and Palos Verdes Drive West in the
City of Rancho Palos Verdes. The site is bounded by Calle Entradero on the south, Palos Verdes Drive
West on the east, lots 17, 18, and 26 of Tract No . 40640 on the north, and the Pacific Ocean on the we st.
The existing site is heavily vegetated with an existing natural drainage course extending from upper
reaches on the north side of the site to the south . The drainage course functions as a flood control channel
during rain events with an existing 30-inch Corrugated Metal Pipe (CMP) storm drain discharging to the
s ite from tributary areas north of Palos Verdes Drive West. Stonn water then drains from east to west
across the site and discharges to an existing headwall , pipe culvert, and spillway to the Pacific Ocean at
the west end of the site.
6080 Centn Drive Suite 700 Las Angeles, CA 90045 (310) 665-2800 Fu (310) 665·9075
Ssallle Tacoma Porlland Eugene Sacramento San Francisco Los Angeles Pasadena Irvine San Diego Phoenix St . Louis Ne w York
G-16
Mr. Andy Winje P.E., City of Rancho Palos Verdes
Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job #113180.9
September 12, 2013
Page2
Project Site #2 (Sea Cove Drive)
Project Site #2 is located at Sea Cove Drive and Palos Verdes Drive South in the City of Rancho Palos
Verdes . There are several locations for study at this site. These locations are roughly bounded by
Abalone Cove Shoreline Park to the east, the northerly Right of Way limit of Palos Verdes Drive South to
the north, Clipper Road and Jots 1, 81, and 74 of Tract No. 14649 to the west, and the Pacific Ocean to the
south. There are two existing natural drainage courses which function as flood control channels during
rain events beginning to the south of Palos Verdes Drive South with pipe culverts discharging to the site
from tributary areas north of Palos Verdes Drive South. Stonn water then drains southerly in both
channels. The channel to the west drains through a culvert under Sea Cove Drive and continues southerly
to join the second channel. After the two channels merge they continue southerly to the Pacific Ocean.
SCOPE OF WORK
We understand the scope of work for the two sites to be the following tasks:
• Task 1 -Survey and Research
1.1. -Topographic Survey by Hennon (see attached proposal for details)
1.2. -Geotechnical Analysis by Shannon and Wilson (see attached proposal for details)
1.3. -Review Available Record Documents, Survey, and Geotechnical Findings
1.4. -Site Visit for Survey Verification based on Visual Observation
1.5 . -Meet with City Staff to Present and Discuss Existing Conditions
• Task 2 -Hydrology Study
2.1 -Perfonn Hydrology Study of Tributary Drainage Areas
2.2 -Perform Peak Mitigated Water Quality Rate and Volume Assessment
• Task 3 -Hydraulic Study
3.1 -Prepare Model of Existing Channel and Develop Sections
3.2 -Perform Analysis of Existing Channel Capacity and Stability for Flood Control
3 .3 -Perform Analysis of Existing Channel Capacity for Storm Water Treatment
• Task 4 -Feasibility Study and Report
4.1 -Detennine Existing Areas of Concern and up to three Alternative Improvement Project
Concepts for each site
4.2 -Analysis of Proposed Alternative Improvement Project Concepts will be deferred to a later
design phase and is not included in the scope of the initial feasibility study.
4.3 -Prepare Engineer's Opinion of Probable Costs for each Alternative
4.4 -Prepare Draft Feasibility Report
4.5 -Meet with City Staff to Discuss Feasibility Report and Prepare Final Feasibility Report
G-17
Mr. Andy W inje P.E., City of Rancho Palos Verdes
Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job #113180.9
September 12, 20 I 3
Page 3
ASSUMPTIONS
We have made the following assumptions in the preparation of this proposal:
1) The feasibility study will include a discussion of potential permit requirements for the proposed
alternative projects . However, design drawings, construction documents, filing permit
applications, or coordination w ith authorities havingjurisdiction over the two project sites (other
than the City of Rancho Palos Verdes) are not included in the scope of this proposal.
2) Three hard copies and a PDF version of the final report will be provided to the City for use in
future phases of the project. The final report will include modeling input and output data as
appendices.
3) Topographic survey services of the two sites are included per the scope and terms of the attached
proposal by Hennon Surveying and Mapping Inc. (Attachment B). An electronic copy of the
survey files will be provided to the City for use on next phases of the project.
4) We understand that the City of Rancho Palos Verdes will provide access to regional topographic
and land use information necessary for the completion of the hydrology study.
5) Geotechnical analysis of the two sites is included per the scope and terms of the attached
proposal by Shannon & Wilson Inc. (Attachment C).
6) Landscape architecture services are not included in the scope of this proposal.
7) Environmental planning or investigation services are not included in the scope of this proposal.
8) The horizontal and vertical location and size of existing on-site utilities will be determined from
available record drawings and/or site surveys. If additional information is determined to be
required, we recommend that a separate company specializing in locating underground utilities
and surveying be retained. The scope of this proposal does not include electronic or pothole
utility investigation or survey.
9) Hydrology studies required for the project will be performed using the Modified Rational
Method of the County of Los Angeles Hydrology Manual and the County of Los Angeles TC
Calculator software. The results of the hydrology study will be presented on map exhibits
showing tributary areas, analysis nodes, and flow rates.
10) Hydraulic studies required for the project will utilize a combination of modeling technology.
Autodesk Civil 3D will be used for modeling the channel based on ground edited topographic
survey data. In addition, Civil 3D SSA application, XP-WSPG, and/or HEC-RAS will be
utilized as required to prepare the hydraulic model analysis .
G-18
Mr. Andy Winje P.E., City of Rancho Palos Verdes
Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job#ll3180 .9
September 12, 2013
Page4
We propose to accomplish the scope of work noted for the lump sum amounts reflected below. We
propose to bill our services monthly based on a percentage completion basis .
Shown below is a breakdown of our proposed fee billing by phase:
Project Site #1 (Calle Entradero)
Task
Task 1 -Survey and Research**
Task 2 -Hydrology Study
Task 3 -Hydraulic Study
Task 4 -Feasibility Study and Report
TOTAL
*See attached Proposal Fee Worksheet for a breakdown of hours per task (Attachment D).
Fee*
$13,370
$3,960
$7,360
$9,840
$34,530
U fncludes $ 7,350 for Hennon per attached proposal and $4,940 for Shannon & Wilson per al/ached proposal
Project Site #2 (Sea Cove Drive)
Task
Task 1 -Survey and Research**
Task 2 -Hydrology Study
Task 3 -Hydraulic Study
Task 4 -Feasibility Study and Report
TOTAL
*See attached Proposal Fee Worksheet/or a breakdown of hours per task (Aftachment D).
Fee*
$13,370
$5,760
$7,560
$11,260
$37,950
U fncludes $7,350 for Hennon per attached proposal and $4,940 for Shannon & Wilson per attached proposal
G-19
Mr. Andy Winje P.E., City of Rancho Palos Verdes
Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job #113180.9
September 12, 2013
Page 5
REIMBURSABLE EXPENSES. PAYMENTS, TERMS, AND CONDITIONS
Anticipated expenses for messenger and delivery services, reproduction, printing, plotting and local travel
are included in our lump sum fee. All other services that are considered as additional services (beyond
the scope of work noted herein) will be billed on an hourly basis. Please refer to the Attachment A for
our hourly billing rates.
Please note that we anticipate payment of invoices within 30 days of the invoice date . A monthly service
charge of 1.5 percent of the unpaid balance (18 percent true annual rate) will be added to past due
accounts. KPFF reserves the right to terminate the performance of the service without waiving any claims
or right against the client and without liability whatsoever if payment is past due the 30 day period .
We propose that all other terms and conditions will be as provided in a negotiated Professional Services
Agreement.
SUMMARY
Thank you for requesting this proposal from us. If this proposal is acceptable to you, please return a
signed copy to us prior to the start of work. Please feel free to contact us with any questions or
comments.
Accepted By:
Name
Title
Attachments
Date
P :\2 0 ll\113180\M AJU<ET\PRP REV 20 13.00· 12 11J t 80 9 DOC\2013·09·12\DM
G-20
Mr. Andy Winje P .E., City of Rancho Palos Verdes
Rancho Palos Verdes Stream Stabilization and Water Quality Feasibility Study
Revised Proposal for Civil Engineering Services
KPFF Job# 113180.9
September 12, 2013
Page 6
Attachment A
KPFF CONSULTING ENGINEERS
LOS ANGELES CIVIL DMSION
HOURLY RATE SCHEDULE
2013
PRINCIPAL-IN-CHARGE ..................................................... $185 .00
SENIOR CIVIL ENGINEER .................................................. $165.00
PROJECT MANAGER ........................................................... $150.00
PROJECT ENGINEER ........................................................... $120.00
DESIGN ENGINEER ............................................................. $100.00
CHIEF DRAFTER .................................................................. $140.00
DRAFTER/CAD OPERATOR ............................................... $100.00
ADMINISTRATIVE/SECRET ARY ........................................ $85 .00
Note: Hourly rates will be updated on an annual basis throughout the duration of the project, and services
wiJI be billed at the hourly rates in place at the time the service is provided.
G-21
Attachment B
HENNON SURVEYING & MAPPING, INC.
Revised September 10, 2013
Brian Powers, P.E.
Jeff Baumgardner, P.E.
KPFF Engineers -LA Office
6080 Center Drive, Suite 750
Los Angeles, CA 90045
601 E. Glenoaks Blvd., Suite 208
Glendale, CA 91207
818.243.0640 Fax: 618.243.0650
TOL~FREE:866-925-1363
hennon@aol.com I www.hennon.com
Email: bpowers@ kpff-la .comfjbaumgardner@kpff-la .com
Re: Rancho Palos Verdes Storm Water Treatment & Drainage Improvement Feasibility
Dear Brian and Jeff,
Thank you for the opportunity to quote survey services for the above project. We have
researched both areas as delineated per Jeff's email dated 6116/2013 and propose the
following:
• For both sites we will prepare a Topographic Survey (including 30 tin surface) based on
aerial mapping. The survey will include a tie to an agency benchmark (vertical) and will
be tied to centerline monuments of record. For the site along the Calle Entradero, we will
map approximately 1000 ft . x 200+ ft ., and for the Sea Cove area, we will map the
"General Topo Area" as marked up to Palos Verdes Drive as well as the stream area
from the southerly edge of the "General Topo Area" following northwesterly to said Palos
Verdes Drive.
Both sites will be flown at same time for a fee of$ 4.200.
1 -SITE OF CALLE ENTRAOERO AREA:
• We will ground edit (show elevations) the aerial Topographic Survey along the stream
bed to the road (Calle Entradero) and include approximate 50 foot cross-sections along
both sides and bottom of the stream bed. We will also show surface and invert
elevations of the manholes (where accessible) at the headwall (southwest end of stream
bed area).
Our fee for the ground editing this site is as follows :
16 hours Field Crew @ $220/hr
16 hours Drafting @ $95/hr
6 hours Project Surveyor@ $135/hr
Calle Entradero Ground Edit
=
=
=
=
Page 1of2
$ 3,520
$1,520
$ 810
$5,850 (reduce to $5,250)
G-22
HENNON-Page 2 of 2
2 ·SITE OF SEA COVE AREA:
• We will show approximate 50 ft. cross-sections of both sides and bottom of the stream
bed. We will also show the culvert dimensions at Sea Cove Drive and the pipe
inlet/outlet at both sides of said Palos Verdes Drive.
Our fee for ground editing this site is as follows:
16 hours Field Crew @ $220/hr
16 hours Drafting @ $95/hr
6 hours Project Surveyor@ $135/hr
Sea Cove Ground Edit
=
=
=
=
$ 3,520
$ 1,520
$ 810
$5 ,850 (reduce to $5250)
These fees are contingent on performing both surveys at the same time. Our total fee,
Including photogrammetry, will be $14,700.
To begin work we will need this agreement letter signed and returned (fax/email ok) with the
Optional Tasks noted. The project will take about 4 weeks to complete , depending on weather .
Any requested addition-al direct expenses such as city/county/research fees, printing and
messenger/FedEx fees will be invoiced as extras at our cost. If any additional s~rvices are
required or there are changes/amendments to the above requirements, assessor parcel(s)
and/or furnished legal description, Hennon Surveying & Mapping, Inc. must be informed prior to
your authorization to commence work, as said changes may affect our fees.
Our invoice will be due on delivery of the maps and an interest rate of 1.5% per month will be charged on any past
due amount. In any action incurred to enforce this contract or defend services provided according to the contract, the
prevailing party shall be entitled to reasonable attorney's fees . The client may cancel this contract by written notice
and only be responsible for costs incuffed to that date using the above listed rates.
Sincerely, Accepted this-------------
Date
By : _______________ _
Robert Hennon, PLS 5573 Owner or Owner's Agent
Hennon Surveying & Mapping, Inc.
Name: _______________ ~
Please Print
Please visit www.HENNON.com for firm profile and sample maps
G-23
September 11 , 2013
KPFF Consulting Engineers
6080 Center Drive, Suite 700
Los Angeles, CA 90045
Attn: Mr. Brian Powers
Attachment C
ALASKA
CALIFORNIA
COLORADO
FLORIDA
MISSOURI
OREGON
WASHINGTON
WISCONS IN
RE: REVISED PROPOSAL FOR RECONNAISSANCE-LEVEL GEOLOGIC STUDY,
PROPOSED DRAINAGE IMPROVEMENTS,
RANCHO PALOS VERDES, CALIFORNIA
We are pleased to submit this revised proposal to perform a reconnaissance-level geologic study
of two sites located in the Palos Verdes Peninsula. Our understanding of the project schedule
and requirements is based upon our conversation with you. This is a revision to our original
proposal, dated June 27, 2013. The purpose of the revision is to reduce our scope of services by
moving some of the originally proposed tasks to a later phase.
The purpose of our study is to perform a cursory evaluation of the potential for surface water to
be infiltrated into the ground. Our study will focus on characterizing the subsurface geologic
conditions. The geologic model will then be used to provide a preliminary discussion of the
potential effects of infiltration, as well as provide recommendations for future work at the site.
This proposal presents a description of the proposed project, our scope of services, a schedule,
and our fee. It is intended to specifically meet the needs of the project and fulfill your
requirements. However, should the outlined services not meet your expectations, we would
appreciate the opportunity to discuss your concerns and make adjustments as necessary.
PROJECT INFORMATION
The project is divided up into two sites, both of which are located between Palos Verdes Drive
South and the coastline. The first location is along the western side of Abalone Cove Shoreline
Park (eastern site). In this area, there are two natural drainages along the southern side of Palos
Verdes Drive South, coalescing into one drainage approximately half way to the coast. At this
664 WEST BROADWAY
GLENDALE, CALIFORNIA 91204
818-543-4560 FAX . 818-543-4565
TDD 1-800-833-6388
www shannonw1lson com 51 -2-10288-00 I
G-24
KPFF Consulting Engineers
Attn: Mr. Brian Powers
September 11, 2013
SHANNON &VVILSON, INC.
Page 2of6
point the drainage descends more rapidly as it approaches the coast. Regional geologic
mapping1 indicates the drainage is underlain by several geologic units including Quaternary-age
older alluvium, the Alta Mira Shale member of the Monterey Formation, and basalt. The
drainages contain a thick growth of vegetation, mostly consisting of trees. Land use on the
western side of the drainage is residential .
The second location is along the western side of Calle Entradero (western site). As the drainage
nears the coast it drops off rapidly, apparently in a concrete lined channel. Regional geologic
mapping 1 indicates the drainage is underlain by at least two geologic units, Quaternary-age older
alluvium and basalt. The drainage also contains a thick growth of vegetation, mostly trees. Land
use on both sides of the drainage is residential.
PROPOSED SERVICES
In order to develop the geologic model for the sites we propose the following scope of services.
• Review pertinent geologic information for the sites and vicinity, including:
~ readily available published geologic information;
~ geologic and geotechnical documents provided by the City of Rancho Palos Verdes;
• Prepare a health and safety plan for our fieldwork;
• Perform a geologic reconnaissance to characterize the soil and/or rock present at the site;
• Perform geologic interpretation of the collected data to develop a model of the subsurface
conditions; and
• Provide concept-level recommendations for surface water infiltration at the site.
A more complete description of the methodology to perform the required tasks is presented in
the following sections.
Review Available Documents
We believe that a practical first step to this geologic study is to review available published and
in-house documents for the site area. This review will include a review of geologic and
1 Dibblee,T. W., Jr ., 1999, Geologic Map of the Palos Verdes Penin sula and Vicinity, Los Angeles County,
Ca lifornia, Dibble e Geological Foundation Map # DF-70, Scale 1 :24,000 .
5 1-2-102 88-001-PI Revl /wp/AO Y 51 -2-10288-00 I
G-25
KPFF Consulting Engineers
Attn: Mr. Brian Powers
September 11 , 2013
SHANNON ~WILSON, INC.
Page 3 of6
geotechnical reports provided by the City of Rancho Palos Verdes for projects adjacent to the
site, our records, and readily available published geological maps. We anticipate on the order of
one to three geologic reports for projects adjacent to each site will be provided by the City.
Health and Safety Plan
Prior to our fieldwork, we will prepare a project-specific health and safety plan. The health and
safety plan will outline the potential job site haz.ards with respect to our proposed scope of
services, and will cover items including hazards associated with our geologic mapping and
emergency evacuation.
Fieldwork
We propose to explore the site by a geologic reconnaissance of both locations. Our mapping will
be used to characterize the geologic materials and structure for use in our interpretations.
The health and safety of our personnel require that we be aware of any envirorunental
contamination present on the property. Accordingly, we need to be provided with any reports on
the presence of such contaminants. If evidence of such materials is encountered during the
course of our study, we must stop our investigation and contact you to determine the appropriate
course of action. Delays and increased costs caused by such actions are not within our scope of
services.
Engineering Analyses and Report
The results of our fieldwork and laboratory tests will be used to develop a geologic model for
each site. We will prepare a geologic report summarizing the data collected and presenting our
concept-level recommendations. The report will include:
• Results of the literature review, report review, and surface mapping;
• A generalized model of the geologic conditions underlying each site; and
• Concept-level recommendations for the contemplated surface water infiltration .
The following graphics will be included in our report:
• Vicinity map showing the location of the site; and
5 I ·2·10288 -00l·PI Rev l /wp/ADY 5 1-2-10288-00 I
G-26
KPFF Consulting Engineers
Attn: Mr. Brian Powers
September 11 , 2013
Page 4of6
SHANNON ~'MLSON. INC.
• Geologic map showing the surficial geologic units relative to adjacent streets, existing
structures, and location of pertinent exploratory excavations compiled from the provided
reports from the City, in the vicinity of the two sites.
Consultation
We anticipate project team meetings and additional correspondence will be needed during
project planning, after our study has been completed. We have assumed one four-hour meeting
for our project manager.
Additional Considerations
Our proposed scope of services is cursory in nature. In the event our study suggests infiltration
of the surface water may be possible, a design-level geotechnical report will be needed . At such
time we will prepare a proposal for the additional work. We anticipate the City of Rancho Palos
Verdes will provide hard copies of PDFs of approximately two to six geologic reports for
projects adjacent to the site. We anticipate a map of the existing topography will be provided for
our geologic mapping and report preparation.
SCHEDULE
For your planning purposes, we anticipate that we can begin our services approximately one
week ofreceiving written authorization to proceed. We anticipate our review of the available
geologic and geotechnical information will take approximately one week. The mapping is
expected to take 2 days. We can provide a report within two to three weeks after the completion
of our mapping. We anticipate the total schedule for the scope of services outlined is
approximately four to five weeks.
FEES
The fee for our services assumes we will be provided with the necessary authorizations and
access to the sites to perform our fieldwork. Our fees do not include additional services or work
requested by you or your other consultants during design or construction or by the controlling
public agencies during the review process. Our fees for additional services will be based on the
51-2-10288-001-Pl Revl/wp/ADY 51-2-10288-00 I
G-27
KPFF Consulting Engineers
Attn: Mr. Brian Powers
September 11, 2013
Page 5of6
S HANN ON &VVILSO N. INC.
rates given in the enclosed Standard General Tenns and Conditions and will be invoiced monthly
and on completion of our services.
The lump fee for the study will be $9 ,878. The fee for Consultation is provided separately as an
optional task. If authorized, Consultation will be charged per our general hourly rates until the
total is achieved, at which point we will contact you for direction. The following table
summarizes our cost estimate.
FEE ESTIMATE
Subcontractors,
Task Hours Labor Labs, and Subtotal
Expenses
Geologic Study
Project Setup 4 $ 560 $ 0 $ 560
Review Geologic Information 14 $ 1,880 $ 0 $ l,880
Geologic Mapping 12 $ 2 ,080 $ 44 $ 2,124
Geologic Interpretation and Infiltration Evaluation 17 $ 2,080 $ 0 $ 2,080
Report 20 $ 2,470 $ 0 $ 2 ,470
Subtotal: 67 $ 9,070 $ 44 $ 9,114
Consultation -Estimated 4 $ 720 $ 44 $ 764
Total and Consultation: 71 $ 9,790 $ 88 $ 9,878
AUTHORIZATION
If this proposal meets with your approval, please sign in the space provided and return one
signed copy of this letter for authorization. As services are perfonned, invoices will be
submitted to you periodically. Shannon & Wilson, Inc. has prepared the enclosed "Important
Infonnation About Your Geotechnical/Environmental Proposal" to assist you and others in
understanding the use and limitations of our proposals .
GEOTECHNICAL OBSERVATION AND TESTING
Geotechnical observation and testing services during construction are considered a continuation
of the geotechnical study . We would be pleased to furnish you with a more detailed proposal to
5 1-2-1 0288 -00 1-P l Rev l /w p/ADY 51-2-10288-00 l
G-28
KPFF Consulting Engineers
Attn: Mr . Brian Powers
September 11, 2013
Page 6of6
SHANNON &WILSON, INC.
perfonn geotechnical construction observation services during the construction phase of the
project when the project details and construction schedule are more clearly defined.
We appreciate the opportunity to submit this proposal and would be pleased to work with you
and your design consultants on this project. Please call if there are any questions regarding the
scope of the outlined investigation.
Sincerely,
SHANNON & WILSON, INC.
Dean Francuch, P.G., C.E.G.
Associate
C .E .G . No. 1842
SDD:DGF:sdd
Enc: Standard General Tenns & Conditions, CA-GH-2013 (1/2013)
Important Information About Your Geotechnical/Environmental Proposal
I accept the above conditions and authorize the above work to proceed.
By ~-----------Signature ____________ _
(print)
Date
-------------~ Organization
5 l-2-10288-001-PI Revl/wp/ADY 51-2-l 0288-001
G-29
SHANNON & WILSON, INC.
Geotechnical and Environmental Consultants
Attachment to and part of our Proposal: 51-2-10288-00 I
Date: September II , 20 13
Brian Powers
To: KPFF Consulting Engi neers
Proposal for Reconnaissance-Level Geologic Study,
Re : Proposed Drainage Improvements,
Rancho Palos Verd es, California
STANDARD GENERAL TERMS AND CONDITIONS (ALL PURPOSE)
ARTICLE 1 -SERVICES OF SHANNON & WILSON
Shannon & Wilson 's services sha ll be limiled lo U1ose Services expressly set forth in lhe Task Order and is subject to the lenns and conditions set fo rth herein.
Shannon & Wilson sha ll procure and maintain all business and professiona l licenses and registrations necessary lo perform its Services. Upon Clienl's
request (and for additional Compensation, if not already included in the Task Order), Shannon & Wilson shall assist Client in attempting to obtain, or on
behalf of Client and in Client 's name attempt lo obtain, those permits and approvals requ ired for the Projecl re lating to Shannon & Wilson 's services.
Client acknowledges, depending on field conditions encountered and subsurface conditions discovered , the number and location of borings, the number and
type of field and laboratorY lests, and other sim ilar items, as deemed necessary by Shannon & Wilson in the exercise of due care, may need to be increased or
decreased; if such modifications are approved by Clien t, Shannon & Wilson 's Compensation and Schedule shall be equitably adjusted.
tr conditions actually encountered at the Project si te d iffer materially from those repre sen ted by Client and/or shown or indicated in the contract documents, or
are of an unusual nature which materially differ from those ordinarily encountered and generall y recognized as inherent for the locality and character of the
Services, Shannon & Wilson 's Compen sation and Schedule shall be equitably adjusted .
Without increasing th e Services, Compensation, or Schedule contained in any subsequently issued Task Order, Shannon & Wi lson may employ such
subcontractors as Shannon & Wilson deems necessary to assist in performing its Services.
If Shannon & Wil son's Services arc increased or decreased by Clien t, Shannon & Wilson's Compensation and Schedule shall be equitably adjus ted.
ARTICLE 2 -FEES AND EXPENSES FOR RENDERING SERVICES
Fees for Shannon & Wilson 's services are based on the actual time expended on the project, including travel, by our personnel and will be computed by
multiplying the actual number of hours worked tim es the fo llowing rates:
Senior Vice President
Vice President
Senior Associate
Associate
SPECIAL SERVICES
Deputy Grading Inspector
240 .00
215 .00
190.00
180 .00
PREVAILING WAGE SURCHARGE
EngJGeol.IScientist/Hydro ./Environ.IRisk Assess.
Senior Principal Profession al 170.00
Principal Professional 150.00
Se nior Professional 135.00
Professional IV 115 .00
Profes sional Ill I 00.00
Profes sional II 85 .00
Professional I 70 .00
Senior Technical Services
Technica l Services IV
Technical Services III
Technical Services ll
Technical Services I
Office Services
115 .00 Senior Office Services/Contract Administrator/ Accounting
110.00
85.00
75.00
65.00
55 .00
65.00
I 10.00
There is a s urcharge ranging from $40-100 per hour (depending on the classification of th e personnel perfonnin g the work) for prevailing wage projects .
For information on prevailing wage, please refer to http://www.dir.ca .gov/OPRUpwd/
These rates are for the 201 3 calendar year. At the end of each calendar year, o.ur rates will be adjusted for th e next ca lendar year. The hourly rates for lhe
services of our staff will be doubled for time spent actually providing expert testimony.
REIMBURSABLE EXPENSES
Expenses other than sa lary costs that are dire ctly attri bu table lo our professiona l services will be invoiced al our cost plus 15 percent. Exam ples in clude, but
are not limited lo, expenses for out-of-town trave l and living , infonnation processi ng equipment, instrumentation and field equipment rental , special fees and
permits, premiums for additional or special insurance where required, long dist ance tel ep hone charges, loca l mileage and parking, use of rental vehic les , taxi ,
reproduction, local and out-of-town delivery service, express mail , photographs, film, laboratory equipment fees , shipping charges and suppli es.
ARTICLE 3 -TIMES FOR RENDERING SERVICES
In voices shall be prepared in accordance with Shannon & Wilson's standard invoicing practices and sha ll be submitted lo Cli ent by Shannon & Wilson
monthly. The amo unt billed in each invoice sha ll be calcu lated as set forth in th e Task Order.
Unless the Task Order co ntains a fi xed lump-sum price, Shannon & Wilson 's actual total Compensation may be more or less than the estimate contained in
th e Task Order. Shannon & Wil son shall nol exceed th e estimale conlained in the Task Order by more than ten percent (10%) without the prior written
consent of Client; provided however, unless th e Client authorizes additional funds in excess of the estimate contained in the Task Order, Shannon & Wilson
shall have no obligation to continue Services on the Projec t.
Invoices are due and payabl e within 30 days of rece ipt. If Client fai ls to pay Shannon & Wilson 's invoice wi thi n 30 days after receipt , the amounts due
Shannon & Wil son shall accrue inte res t at the rale of one and one-half percent ( 1.5%) per month (or the maxim um rate of interest permitted by law, if less)
afte r the 30th day . In addition, Shannon & Wilson may, after giving seven (7) days written noti ce to Cli ent , suspend all Services under this Agreement until
Shannon & Wilson has been paid in ful l.
If Client disputes Shannon & Wilson 's invoice, only th e disputed portion(s) may be wi thh eld from payment , and the undisputed portion(s ) shall be paid.
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Records of Shannon & Wilson 's direct and indirect coslS and expenses pertinent to its Compensation under this Agreement shall be kept in accordance with
generally accepted accounting practices and applicable federal, state, or lo cal laws and regu lations . Upon request, such records shall be made available to
Client for inspection on Shannon & Wilson's prem ises and copies provided to Clicnl at cost.
ARTICLE 4 -CLIENT'S RESPONSIBILITIES
Client shall grant or obtain free access lo the Proj ect site for all equipment and persmmel necessary for ShaMon & Wilson to perform its Services.
ARTICLE 5 -STANDARD OF CARE I ABSENCE OF WARRANTIES I NO RESPONSIBILITY FOR SITE SAFETY OR CONTRACTOR'S
PERFORMANCE
Standard of Care
The standard of care for all profession al Services performed or furnished by Shannon & Wilson under this Agreement shall be the skill and care ordinarily
exercised by other members of Shannon & Wi lson's profession. providing the sam e or similar Services, under the same or similar circumstances, at the same
lime and locality as th e Services were provided by Shannon & Wilson. The installation, construction, alteration , or repair of any object or structure by
Shannon & Wilson performed in a good and workmanlike manner in accordance with general industry standards, and con fonn to the specifications contained
in the Task Order.
Subsurface explorations and testing identify actual subsurface conditions only at those points where samples are taken, at the time they are taken. Actual
conditions at other locations of the Project site, including those inferred to exist between the sample points, may differ significantly from conditions that exist
at the sampling locations. The passage of time or intervening causes may cause the actual conditions at the sampling locations to change as well.
Interpretations and recommendations made by Sh annon & Wilson shall be based solely upon information available lo Shannon & Wi Ison at the time the
interpretations and recommendations are made .
Shannon & Wilson shall be respons ible for the technical accuracy of its Services, data, interpretations, and recommendations resulting therefrom , and Client
shall not be responsible for discovering deficiencies therein. Shannon & Wilson shall correct any substandard Services without additional Compensation,
except to the extent that such inaccuracies are directly attributable to deficiencies in Client-furnished information.
Waminties
Shannon & Wilson makes no guarantees or warranties, express or implied, under this Agreement or otherwise, about Shannon & Wilson's professional
Services . Shannon & Wilson warrants for one ( 1) year from substantial completion of its Services, all goods delivered hereunder shall be new and free from
defects in material or workmanship, and shall conform to the specifications, drawings, or sample(s) specified or furnished, if any, and shall be merchantable
and fit for their intended purpose(s). Shannon & Wilson warrants that Shannon & Wilson has good and marketable title to all goods delivered hereunder, and
thal all goods delivered hereunder shall be free and clear of all claims of s uperior title, liens, and encumbrances of any kind.
Clie11t-Furnished Documents
Shannon & Wilson may use requirements, programs, instructions, reports , data, and information furnished by Client to Shannon & Wilson in performing its
Services under each Task Order. Shannon & Wilson may rely on the accuracy and completeness of requirements, programs , instructions, reports, data, and
other information furnished by Client to Shannon & Wilson. Client shall, only to the fullest extent permitted by law, waive any claims against Shannon &
Wilson and its subcontractors, and indemnify and hold Shannon & Wilson and its subcontractors harmless from any claims, liability, or expenses (including
reasonable attorneys ' fee s and costs) arising from Shannon & Wilson 's reliance on Client-furnished information, except to the extent of Shannon & Wilson 's
and its subcontractor's negligent or wrongful acts, errors, omissions, or breach of contract
Site Damage
Shannon & Wilson shall lake reasonable precautions lo minimize damage to the Project site, bul it is understood by Client that, in the normal course of
Shannon & Wilson 's Services, some Project site damage may occur, and the correction of such damage is not part of Shannon & Wilson 's services unless so
stated in the Task Order. Client shall, only to the fullest extent permitted by law, waive any claims against Shannon & Wilson and its subcontractors, and
indemnify and hold Shannon & Wilson and its subcontractors harmless from any claims, liability, or expens es (including reasonable attorneys ' fees and costs)
arising from any Project site damage caused by Shannon & Wilson, except to the extent of Shannon & Wilson 's and its subcontractor's negligent or wrongful
acts, errors, omissions, or breach of contract.
Buried Structures
If there are any buried structures and/or utilities on the Project site where subsurface explorations are lo lake place, Client shal I provide Shannon & Wilson
with a plan showing their existing locations. Shannon & Wilson shall contact the one-number locator service to request that they identify any underground
utilities. Shannon & Wilson shall use reasonable care and diligence to avoid contact with buried structures and/or utilities as shown . Shannon & Wilson shall
not be liabl e for any loss or damage to buried structure s and/or utilities resulting from inaccuracy of the plans, or lack of plans , or errors by the locator se rvice
relating to the location or buried structures and/or utilities. Client shall , only to the fullest extent pennittcd by law, waive any claims against Shannon &
Wilson and its subcontractors, and indemnify, and hold Shannon & Wil son and its subcontractors hannless from any claims, liability, or expenses (including
reasonable attorneys' fe es and costs) arising from damage to buried structures and/or utilities caused by Shannon & Wi lson's sampling, except to th e extent of
Shannon & Wilson's and its subcontractor's negligent or wrongfo l acis , errors, omissions, or breach of contract .
Aquifer Cross-Contamination
Despite the use of due care, unavoidabl e contamination of soil or groundwater may occur during subsurface exploration when drilling or sampling tools are
advanced through a contaminated area, linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of
s preading contaminants off the Project site. Because Shannon & Wilson is powerless lo totally eliminate this risk despite use of due care, and because
sampling is an essential element of Shannon & Wilson 's Servi ces, Client shall, only to the fullest extent permitted by law, waive any claims against Shannon
& Wilson and its subcontractors, and indemnify and hold Shannon & Wilson and its subcontractors hannless from any claims, liability, or expenses (including
reasonable attorneys ' fees and costs) arising from cross -contamination caused by Shannon & Wilson 's sampling, except lo the extent of Shaiu10n & Wilson 's
and its s ubcontractor 's negligent or wrongful acts, errors, omissions, or breach of contract.
Opinions of Probable Construction Costs
If opinions of probable construction costs are included in th e Ta sk Order, Shannon & Wilson's opinions of probable construction costs shall be made on the
basis of its experience and qualifications and represent ils judgment as a professional generally familiar with the industry. Opinion s of probable construction
costs are based, in part, on approximate quantity evaluations thal are not acc urate enough to pennit contractors to prepare bids. Further, since Shannon &
Wilson has no control over: the cost of labor, material s, equipment, or Services furnished by others ; the contractor's actual or proposed construction methods
or methods of delennining Compensations; competitive bidding; or market conditions, Shannon & Wilson cannot and does not guarantee that proposa ls, bids,
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or actual constructio n cost shall not vary from opinion s of the components of probable construction cost prepared by Shannon & Wilson. If Clien t or any
contrac to r wishes greater assurance as Lo probab le construction cost, Client or contractor shalt employ an independen t cost estimato r.
Review of Contractor's Shop Drawings and Submittals
If review of a contractor's shop drawings and submittals are included in the Task Order, Shannon & Wilson shall review and take app ropriate action on the
contractor's submittals, such as shop drawings, product data, samples, and other data, which the contractor is required to s ubmit, but solely for the limited
purpose of checking for general overall conformance with Shann on & Wil son's des ign con cept. Thi s review shall no t includ e a review of the acc uracy or
completeness of details , such as quantities; dimensions; weights or gauges ; fabrication proces ses; construction means, methods, seq uences or procedures ;
coord inat ion of work with other trades; or cons tructio n safely precautions, all of which are th e sole responsibility of the contractor. Shanno n & Wilson 's
review shall be conducted with reasonable promptness while allowin g suffic ie nt li me, in Shann on & Wilson 's j ud gment, to permit adequate review. Review
of a specific item shall not be construed to mean th at Shannon & Wilson has revi ewed the entire assem bly of whi ch the item is a component. Shannon &
Wilson shall not be responsib le fo r any devi ations by the contractor in th e shop drawi ngs and submillals from the construction documents, wh ich are not
brought to the attention of Shannon & Wilson in writing by the contractor.
Construction Observation
If construction observation is included in the Task Order, Shannon & Wil so n shall visi t the Project site at intervals Shannon & Wilson deems ap propriate, or
as otherwise agreed t o in writing by Client and Shannon & Wilson, in order to observe and keep Client general ly informed of the progress and quality of the
work. Such visits and observations are not intended to be an exhaustive check or a detail ed inspection of any contra ctor 's work, but rather are lo allow
Shannon & Wilson , as a professional, to become generally familiar with the work in pro gress in order to dete rmin e, in general, whethe r the wo rk is
progressing in a manner indica ti ng that the work, when fu lly co mpleted, sha ll be in accordance with Shannon & Wilson's general overa ll de sign concept.
Shannon & Wil son's authority shall be lim ited to observing, makin g tech nical comments regarding general overall comp lianc e wi th Shannon & Wilson 's
design concept, and reject in g any work which it becomes aware of that do cs not comp ly with Shannon & Wilson 's genera l overall design concept. Shannon
& Wil so n's acceptance of any non-conforming work conta ining latent defe cts or failure lo reject any non-conformi ng work not inspected by Shan non &
Wil son shall not impose any liability on Shannon & Wilson or relieve any contractor from complying with their contract documents. All construction
contractors shall be so lely responsi ble for construction site safe ty , the quality of their work, and adheren ce to their contract documents. Shannon & Wilson
shall have no autho rity to direct an y contractor's action s or sto p any contractor's work.
If Shann on & Wilson is not retained to provide construction observation of th e implem entation of its desig n recommendations , Client shall, only lo the fullest
extent permitted by law, waive any claims against Shannon & Wilson, and indemnify and hold Shannon & Wilson harmless from any claims, liability, or
expenses (incl uding reasonable attorneys' fe es and costs) arising from the impl ementati on of Shannon & Wil son 's design recommendations, except to th e
exten t of Shannon & Wil son's and its subcontractor 's negligent or wrongful acts, errors, om ission s, or breach of contract.
No Responsibility for Site Safety
Except for its own subcontractors and employees, Shann on & Wil son shall not : supervise, direct, have control over, or authority Lo slop any contractor's work ;
have authority ove r or res ponsi bility for the means , metho ds, techniques, sequences, or procedures of construction selected by any contractor; b e responsible
for safety precautions and programs incident to any co ntractor 's work; or be responsible for any failure of any contractor lo comply with laws and regulations
app li cabl e to th e contractor, all of which arc the sole responsi bility of th e construction contractors. This requirement shall apply continuously, regardless of
tim e or place, and shall in no way be altere d because a representative of Shanno n & Wilson is present at the Project si te performing his/her dut ies.
Notwithstanding anything \o th e contrary, Shannon & Wilson shall neve r be deemed to have assu med responsibili ty for th e Project 's si te safety by either
contract or conduct. No acl or direction by Shann on & Wilson shall be deemed the exercise of supervi sion o r co ntrol of any contractor's emp loyees or the
direction of an y contractor's performance . Any direc tion provided by Shannon & Wil so n sha ll be deemed so lely to ensure the con tractor's gene ral overall
compliance with Shannon & Wil son 's design concept.
No Responsibility fur Contractor's Perfonnancc
Except for its own subco ntracto rs and employees, Shannon & Wilson shall not be responsible fo r safety precautions, the quality of any contractor's work , or
any contractor 's failure to furnish or perform their work in acco rda nce with th ei r contract documents .
Ex cept Shannon & Wilson's own employe es and its subcon tracto rs, Shannon & Wilson shall not : be res ponsib le for th e acts or om issions of any con tractor,
subcontractor or supp lie r, or other persons at the Project si te, or otherwise furni shi ng or pe rforming any work; or for any decision based on interpretations or
clarifications of Sha nnon & Wilson 's design concept given wi thout the consultation and concurrence of Shannon & Wilson .
Approval of C ontractor's Applications for P11yment
If approva l of a contractor's appli cations for paym ent are included in th e Task Order, Shannon & Wil son shall review the amounts du e the contractor and
iss ue a reco mm endation abou t payment to Cl ient. Sha nnon & Wilson's rev iew and approval shall be limi ted to an evaluation of th e general progress of the
work an d the information contained in the contractor's app li cation for payment and a re presentation by Shannon & Wilson that to th e be st of th e Shannon &
Wil son's knowledge, the contractor has performed work for which payment has been requested, subje ct lo further testing and in spec tion upon substantial
completi on. The issuance of a recommendation for payment shall no\ be construed as a representation that: Shannon & Wilson has made an exhaustive check
or a detailed or co ntinuous ins pection check of th e quality or quantity of the con tractor's work ; approved the contractors means, methods, sequences,
procc:d un::s, or safo ty precautio ns; or th at co ntractor's subc onlntc to rs, laborers , and suppliers have been paid.
ARTICLE 6 -CONFIDENTIALITY AND USE OF DOCUMENTS
Confide ntiality
Shannon & Wil son agrees Lo keep confidentia l and to not disclose to any person or entity (other than Shannon & Wi lson's employees ond subcontractors),
wi thout the prior consent of Client, a ll in formation famished lo Shannon & Wilson by Client or learned by Shannon & Wilson as a res ult of its Servi ces on the
Project; provided however, that these provisions sha ll not apply Lo infonnation that: is in the public domain through no faul l of Shannon & Wilson; was
previousl y known to Shannon & Wilson ; or was independently acq uired by Shannon & Wilson from third-parties who were under no obligation to Client to
keep said information confident ial. This paragraph shall not be construed Lo in any wa y restrict Shannon & Wil so n from making any di sclosures required by
law. Client agrees that Shanno n & Wilson may use and publi sh Client's name and a general description of Shannon & Wilson's Services with respect lo the
Project in describing Sha nn on & Wilson's experience and qualifica ti ons to others .
C opyrigh ts a nd Patents -Sha nn on & Wil son sha ll indem nify, hold harmles s, and defend Client from any and all actions , damages, demands, expenses
(including reasonable attorneys ' tee s and costs), losses, and liabili ti es arising out of any claims that any goods or Services furn ished by Shannon & Wilson
in fringe any patent, trademark, trade nam e, or copyright .
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Use of Documents
All documt!nts prepared by Shannon & Wilson are instruments of service wit h respect to the Projec t, and Shannon & Wilson shell retain a copyrighted
ownership and property interest therein (includ ing the right of reuse) whether or not the Project is completed.
Shannon & Wilson grants to Client a non-exclusive, irrevocable , unlimited, royalty-free license to us e any documents prepared by Shannon & Wilson for
Client. Client may make and retain copies of such documen ts for their information and use. Such documents are nol intended or represented to be suitable for
reuse by Client, or others, after the passage of time , on extensions of the Project, or on any other Project. Any such reuse without written verificati on or
adaptation by Shannon & Wilson, as appropriate for the specific purpose intended, shall be al Client's sole risk. and Client shall, only lo th e fullest extent
permitted by law, waive any claims against Shannon & Wilson and its subcontractors, and indemnify and hold Shannon & Wilson and its subcontractors
harmless from any claims, liability. or expenses (including reasonable attorneys ' fees and costs) arising from such reuse, except 10 the extent of Shannon &
Wilson 's and its subcontractor's negligent or wrongful acts, errors. omissions , or breach of contract. Any verification or adaptation of the documents for
extensions of the Project or for any other project by Shannon & Wilson shall entitle Shannon & Wilson to additional Compensation Lo be agree d upon by
Client and Shannon & Wilson .
Copies of documents that may be relied upon by Client are limited to the printed copies (also known as hard copies) that are signed or sealed by Shannon &
Wilson . Tex t, data , or graphics files in electronic media fonnet arc furnished solely for the convenience of Client. Any conclusion or information obtained or
derived from such electronic files shall be at the user 's sole risk . Tf there is a discrepancy between the electronic file s end the hard copies , the hard copies
govern.
Because data stored in electronic media can deteriorate or be modified inadvertently or otherwise without authorization of the date 's creator, the party
receiving an electronic file agrees that it shall perform acceptance tests or procedures within 60 days after its receipt, after which, unless notice of any errors
ere given in writ ing lo the delivering party, the rece iving party shell be deemed to have accepted the date thus trans ferred. Any errors reported within the 60-
day acceptance period shall be corrected by the party delivering the electronic files at their sole expense. Shannon & Wilson shall not be responsible for
maintaining documents stored in electronic media fonnat after acceptance by Client.
When tran sfening documents in electronic media format, neither Client nor Shannon & Wilson makes any representations as to long-tenn compatibility,
usability, or readability of documents resulting from the use of software application packages, operating systems, or comp uter hardware differing from those
used for the document's creation .
ARTICLE 7 • INSURANCE
Shannon & Wilson shall purchase end maintain during the term of thi s Agreement, the following insurance coverage et its sole expense:
Commercia l General Liability· $1,000,000 each occurrence/$2,000,000 annual aggregate Bodily Injury/Property Damage Combined Single Limit including
Blanket Contractual Liability, Broad Form Products and Completed Operations, Explosion/Collapse/Undergro und (XCU) Exposures, end Washington Stop
Gap coverage.
Auto Liability· $1,000,000 Bodily Injury/Property Damage Combined Single Limit including Owned, Hired, and Non-Owned Liability coverage.
Umbrella Liability· $10,000,000 Bodily Injury/Property Damage combined Single Limit in excess of Commercial General Liability, Auto Liability, and
Employers ' Liability.
Workers' Co mpens ation • Statutory in monopolis tic states and .liS00,000 per accidcnt/$500,000 per disease/$500,000 disease policy aggregate Employe rs'
Liability in non-monopolistic including if applicable, U.S. Longshore & Harbor workers' coverage.
Professional Liability • $5,000,000 per claims!SS,000,000 annual aggregate for professional errors and omissions including Pollution l .ieb ility coverage.
If requested in writing by Client, Shannon & Wilson shall name Client es en additional insured on its Commercial General Liability policy.
If requested in writing by Client, Shannon & Wilson s hell deliver to Client certificates of insu rance evidencing such coverage. Such certificates shall be
furnished before commencement of Shannon & Wilson 's Services.
Client shell cause Shannon & Wilson and its subcontractors to be !isled as additional insureds on any Commercial General Liability insurance carried by
Client that is applicable to the Project.
Client shall require the Project owner to require the general contractor on the Project to purchase and maintain Commercial General Liability, Automobile
Liability , Workers' Compensation, and Employers Liab ility insurance, with limits no less than set forth above, end to cause Shannon & Wilson and its
subcontractors to be listed es addi tional insureds on that Commercial General Liability insurance . Client shall require the Proje ct owner include the substance
of thi s paragraph in the prime construction contract.
All insurance policies shall contain a waiver of subrogation.
ARTICLE 8 • HAZARDOUS ENVIRONMENT AL CONDITIONS
Disclosure of the Existence of Hazardous Environmental Conditions
Client has disclosed to Shannon & Wilson all data known lo Client concerning known or suspected hazardous environmental conditions, including bul not
limited to, the existence of all asbestos, PCBs , petroleum, hazardous waste, or radioactive material, if any, located at or near the Project site, including its
type, quant ity . and lo ca tion , or has represented to Shannon & Wilson that, to the best of Clien t's knowl edge , no hazardous envi ronmental conditions exist at
or near th e Project si te .
If any hazardous environme ntal condition is encountered or believed to exist, Shannon & Wilson shell notify Client and, lo the ex tent required by applicable
laws and regulations, th e Project si te owner, and appropriate governmental officials .
Disposal of Non-Hazardous Samples and Hazardous or Tuxic Subslltnces
All substance s on, in, or under the Project site, or obtained from th e Project site as samples or es byproducts (e.g., drill cuttings end fluids) of the sampling
process are th e Project site owner's property. Shannon & Wilson shall preserve suc h samples for forty -five (45) cale ndar days after Shannon & Wilson 's
iss uance to Client of the final instrument of service that relate s to the data obtained from them . Shannon & Wilson sha ll d ispose of ell non-hazardous samples
and sampling pro cess byproducts in accordance with applicabl e law ; provided however, any samples or sampling process byproducts that are, or are believed
to be, affected by regulated contaminants shall be packaged by Shannon & Wilson in accordance with applicable law, end turned over to Client or lefl. on the
Proj ect sit e. Shannon & Wilson shall not transport store, treat, di spose of, or ammge fur the transportation, storage, treatment, or di sposal of, any substance s
known , believed, or suspected to be affected by regulated contaminants, nor sha ll Shannon & Wilson subcontract for such activities.
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Shannon & Wilson shall, at Client's request (and for additional Compensation, if not already included the Task Order), help Client or the Project site owner
identify appropriate allematives for transportation, storage, treatment, or disposal of such substances, but Shannon & Wilson shall not make any independent
detennination about the selection of a transportation, storage, treatment, or di sposa l facility .
Client or the Project site owner shall sign all manifests for the transportation, storage, treatment, or disposal of substances affected by regulated contaminants;
provided however, notwithstanding any other provi si ons of this Agreement to the contrary if Client directs Shannon & Wilson, its employees, or agents lo
sign such manifests and/or to hire for Client or the Project site owner a contractor to transport store, treat , or dispose of the contaminated substances, Shannon
& Wilson shall do so only as Client's disclosed agent.
Contaminated Equipment and Consumables
Client shall reimburse Shannon & Wilson for th e cost of decontaminating field or laboratory equipment that is contaminated by regulated materials
encountered at the Project site and for the cost of disposal and replacement of contaminated consumables. In some instances, the cost of decontamination may
exceed the fair market value of the equipment, were it not contaminated, together with the cost of properly transporting and disposing of the equipment. In
such instances, Shannon & Wilson shall notify Client and give Client the option of paying for decontamination or purchasing the equipment at its fair ma rket
value immediately prior to contamination. lf Client elects to purchase equipment, Client and Shannon & Wilson shall enter into a specific agreement for that
purpose. Any equipment that cannot be decontaminated shall be considered a consumable.
Client's Liability for Hazardous or Toxic Materials
Except to the extent caused by Shannon & Wilson's and its subcontractor's negligent or wrongful acts, errors , omissions, or breach of contract, and only to the
maximum extent pennitted by law, Client shall: indemnify and hold hannless Shannon & Wilson, its subcontractors and their partners, officers, directors,
employees, and agents; from and against any and all actions (whether sounding in tort, contract (express or implied), warranty (express or implied), statutory
liability, strict liability, or otherwise), claims (including, but not limited to, claims for bodil y injury, death, property damage (including bodily injury, death, or
property damage Lo Shannon & Wil son's own employees), or arising under CERCLA, MTCA , or similar federal, state, or local environmental laws), costs,
damages (including without limitation, economic, non-economic, general , special , incidental, consequential), demands, expenses (including, but not limited
10, reasonable attorneys ' fees and costs of defense), fines, judgments, liens , liabilities, and penalties of any kind whatsoever; arising from the arrangement for
and/or ownership, operation, generation, labeling, transportation, storage, disposal, treatment, release, or threatened release of any hazardous or toxic
materials, as defined by CERCLA , MTCA, or similar federal, stale, or local environmental laws, on and/or from the Project site.
ARTICLE 9 ·ALLOCATION OF RISK
Indemnification of Client
To the maximum extent permitted by law , Shannon & Wilson shall: indemnify and hold hannlcss Client, its appointed and elected officials, partners, officers,
directors , employees, and agents; from and against any and all actions (whether sounding in tort , contract (express or implied), warranty (express or implied),
statutory liability, strict liability, or otherwise), claims (including, but not limited to, claims for bodily injury, death, property damage, (including bodily
injury, death , or property damage to Shannon & Wilson 's own employees) or arising under CERCLA, MTCA , or si milar federal , slate, or local environmental
laws), costs, damages (including without limitation, economic, non-economic, general, special, incidental , consequential), demands, expenses (including, but
not limited to , reasonable attorneys' fees and costs of defense), fines, judgments, liens, liabilities, and penalties of any kind whatsoever; arising from the
negligent or wrongful acts, errors, or omissions , or breach of contract or warranty express or implied, by Shannon & Wilson or any of its subcontrac tors; but
only to the extent of Shannon & Wilson's and its subcontractor's relative degree of faulL rn furtherance of these obligations, and only with respect lo Client,
its appointed and elected officials, partners, officers, directors, employees and agents, Shannon & Wilson waives any immunity it may have or limitation on
the amount or type of damages imposed under any industrial insurance, Workers ' Compensation, disability, employee benefit, or similar laws . Shannon &
Wilson acknowledges that this waiver of immunity was mutually negotiated.
Limitation on Shannon & Wilson's Liability for Damages
A. Toh1I Liability for Damages Limited to Insurance Proceeds
Notwithstanding any other provisions of this Agreement, and only to the ma ximum extent permitted by law, the total liability for damages under this
Agreement of Shannon & Wil so n, its subcontractors, and thei r partners, officers, directors, employees, agents and, or any of them, to Client and/or anyon e
claiming by, through, or under Client, for any and all actions (whether sounding in tort, contract (express or implied), warranty (express or implied), statutory
liability, strict liability, or otherwise), claims (including, but not limited to, claims for bodily injury, death, property damage, (including bodily iajury, death,
or property damage to Shannon & Wilson's own employees) or arising under CERCLA, MTCA , or similar federal , state, or local environmental laws). costs,
damages (including without limitation, economic, non-economic, general, special, incidental, consequential), demands, expenses (including, but not limited
to, reasonable attorneys' tees and costs of de tense), tines, judgments, liens, liabilities, and penalties of any kind whatsoever, arising out of, resulting from, or
in any way related to the Project or this Agreement, shall be limited to the insurance proceeds payable on behalf of or to Shannon & Wilson by any insurance
policies applicable thereto. If you are unwilling or unable to limit our liability for damages in this manner, we shall negotiate this limitation and its associated
impact on our approach, Services, Schedule, and Compensation, with you . You must notify us in writing before we commence any Services under th is
Agreement of your intention to negotiate this limitation and its associated impact on our approach, Services, Schedule, and Compensation. Absent your prior
written notification to the contrary, we shall proceed on the basis that our total liability for damages are limited as set forth above .
B. Professional Liability for Damages Limited to SS0,000 or 10% of Fee
With respect to professional errors or omissions only, notwithstanding any other provi sions of thi s Agreement, and only to the maximum extent permitted by
law, the total professional liability for damages, in the aggregate, under this Agreement of Shannon & Wilson, its subcontractors, and their partners, officers,
directors, employees, agents, or any of them, to Client and/or anyone claiming by, through, or under Client, for any and all actions (whether sounding in tort,
contract (express or implied), warranty (express or implied), statutory liability, strict liability, or otherwise), claims (including, bu! not limited to , claims for
bodily injury, death, property damage (including bodily injury, death , or property damage lo Shannon & Wilson 's own employees) or aris ing under CERCLA,
MTCA, or similar federal , state, or local environmental laws), costs, damages (including without limitation , economic, non-economic, general, special ,
incidenta l, consequential), demands , expenses (including, but not limited to , reasonable attorneys ' fees and costs of defense), fines , judgments, lien s,
liabilities, and penalties of any kind whatsoever, arising out of, resulting from , or in any way related to the professional errors or omissions of Shannon &
Wilson, its subcontractors , or their partners, officers, directors, employees, agents or, or any of them, shall be capped in the aggregate total amount of
$50,000.00, or ten percent (10%) of th e total Compensa tion actually paid to Shannon & Wilson under thi s Agreement, whichever is greater. lf you are
unwilling or unab le to limit our professional liability for damages to these sums, we shall negotiate the amount of this limitation and its associated impact on
our approach, Services, Schedule, and Compensation, with you . You mu st notify us in writing before we commenc e any Serv ices under this Agreement of
your intention to negotiate the amount of this limitation and its associated impact on our approach, Services, Schedule, and Compensation. Absent your prior
written notification to th e co ntrary, we shall proceed on the basis that our total profossional liability lbr damages under this Agreement in the aggregate is
limited to $50,000.00 or ten percent ( l 0%) of th e total Compensation actually paid lo Shannon & Wilson under this Agreement , whichever is greater.
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ARTICLE 10 -MISCELLANEOUS
Termination
This Agreement may be terminated without further obligation or liability by either party, with or without cause (for convenience), upon 30 day s prior written
notice to the other. Shannon & Wilson shall be entitled to Compensation for all Services performed prior to the termination of thi s Agreement. This
Agreement may be terminated by lhe non-breaching party upon any breach oflhis Agreement that remains uncured afler 10 days notice to the breaching party
by the non-breaching party . Upon payment of all amounts due Shannon & Wil son, Client shall be enti tled to copies of Shannon & Wilson's file s and records
pertaining to Services performed prior to the tennination of this Agreement.
Successors, Assigns, and Beneficiaries
This Agreement shall be binding upon each party 's assigns, successors, executors, administrators, and legal representatives .
Neither Client nor Shannon & Wilson may assign or transfer any rights under or interest in this Agreement without the written consent of the other. No
ass ignment shall release or di scharge the assignor from any duty or respons ibility under this Agreement.
Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Client or Shannon & Wilson lo any third party. All duties
and responsibilities undertaken under this Agreement shall be for the sole and exclusive benefit of Client and Shannon & Wilson. There are no intended
third-party beneficiaries. Notwithstanding the foregoing, should a court find a third party to be a beneficiary of this Agreement, it is the intent of the parties
that the judicially created third-party beneficiary be bound by and subject to all of the terms and conditions of this Agreement.
Jurisdiction, Venue, and Choice of Law
Any applicable Statute of Limitation shall be deemed to commence running on th e date which the claimant knew, or should have known, of the facts giving
ri se lo their claims, but in no event later than the date of substantial completion of Shannon & Wil son's Services under the Task Order. To th e maximum
extent permitted by law, as a condition precedent to commencing a judicial proceeding, a party shall give written notice of their claims, including all amounts
claim ed, and the factual basis for their claims, to the other party within one (I) year of when the claimant knew, or should have known, of the facts giving rise
to their claims, but in no event later than one ( 1) year fr om the date of substantial completion of Shannon & Wil son's Services under th e Task Order. As a
condition precedent to commencing a judicial proceeding, a party shall first s ubmit their claims to non-binding mediation through and in accordance with the
rules of the American Arbitration Association .
This Agreement shall be construed in accordance with and governed by the laws (except choice and conflict of law provisions) of the sta te in which the
Project is located.
Any judicial action shall be brought in the state in which the Project is located.
Attorneys' Fees
Should any dispute or claims arise out of this Agreement, whether sounding in tort, contract (express or implied), warranty (express or implied), statutory
liability, strict liability, or otherwi se, the prevailing party shall be entitled to an award of their reasonable attorneys' fees and costs, including upon appeal and
in the enforcement of any judgment. Should neither party prevail on all of their claims or receive all of the relief they so ught, then the substantially prevailing
party shall be awarded their reasonable attorneys' fees and costs, including upon appeal and in the enforcement of any judgment.
Waiver
A waiver of any of the terms and conditions or breaches of this Agreement shall not operate as a subsequent waiver.
Heading!
The headings used in thi s Agreement are for general ease of reference only. They have no meaning and are not pan of this Agreement.
Integration
This Agreement, together with the Task Order, are incorporated by reference into each other, and supercede all prior written and oral discussions,
rep resen tation s, negotiations, and agreements on the s ubject matter of th e Task Order and represent the parti es' complete, entire, and final understanding of
th e subject matter of th e Task Order.
Survival
Notwithstanding completion or term ination of this Agreement for any reason, all representations, warranties, limitations of liability, and indemnification
obligations contained in this Agreement sha ll survive such completion or termination and remain in full force and effect until fu lfilled.
Severability
If any of the terms or conditions of this Agreement are found to be void or unenforceable for any reason, the remainder of this Agreement shall continue in
full force and eITecl, and the co urt shall attempt to judicially reform I.he void or unenforceable provisions to the maximum extent possible, consistent with the
original intent expressed in the provisions , to render it valid and enforceable. If the court is unable to reform the provisions to render it valid and enforceable,
the court shall strike only that portion which is invalid or unenforceable , and this Agreement shall then be construed without reference lo the void or
un enforceab le provisions.
. .
CA-GH-20 13
(112013)
Page 6 of6
G-35
=Ill SHANNON & WILSON, INC.
Geotechnical and Environmental Consultants
Attachment to and part of Proposal
5 I· 2-10288-00 I
Date: September 11. 2013
To: Attn: Mr. Drian Powers
KPFF Consulting Engineers
Important Information About Your Geotechnical/Environmental Proposal
More construction problems are caused by site subsurface conditions than any other factor. The following suggestions and observations are
offered to help you manage your risks.
HAVE REALISTIC EXPECTATIONS.
If you have never before dealt with geotechnical or environmental issues , you should recognize that site exploration identifies actual
subsurface conditions at those points where samples are taken, at the time they are taken. The data derived are extrapolated by the
consultant, who then applies judgment to render an opinion about overall subsurface conditions; their reaction to construction activity;
appropriate design of foundations, slopes, impoundments, and recovery wells; and other construction and/or remediation elements. Even
under optimal circumstances, actual conditions may differ from those inferred to exist, because no consultant, no matter how qualified, and
no subsurface program, no matter how comprehensive, can reveal what is hidden by earth, rock , and time.
DEVELOP THE SUBSURFACE EXPLORATION PLAN WITH CARE.
The nature of subsurface explorations-the types, quantities, and locations of procedures used-in large measure determines the
effectiveness of the geotechnical/environmental report and the design based upon it. The more comprehensive a subsurface exploration and
testing program, the more infonnation it provides to the consultant, helping reduce the risk ofunanticipated conditions and the attendant risk
of costly delays and disputes . Even the cost of subsurface construction may be lowered.
Developing a proper subsurface exploration plan is a basic element of geotechnical/environmental design, which should be accomplished
jointly by the consultant and the client (or designated professional representatives). This helps the parties involved recognize mutual
concerns and makes the client aware of the technical options available . Clients who develop a subsurface exploration plan without the
involvement and concurrence of a consultant may be required to assume responsibility and liability for the plan's adequacy.
READ GENERAL CONDITIONS CAREFULLY.
Most consultants include standard general contract conditions in their proposals. One of the general conditions most commonly employed is
to limit the consulting finn 's liability. Known as a "risk allocation" or "limitation ofliability," this approach helps prevent problems atthe
beginning and establishes a fair and reasonable framework for handling them, should they arise.
Various other elements of general conditions delineate your consultant's responsibilities . These are used to help eliminate confusion and
misunderstandings, thereby helping all parties recognize who is responsible for different tasks . In all cases, read your consultant's general
conditions carefully, and ask any questions you may have.
HAVE YOUR CONSULTANT WORK WITH OTHER DESIGN PROFESSIONALS.
Costly prob !ems can occur when other design professionals develop their plans based on misinterpretations of a consultant's report . To help
avoid misinterpretations, retain your consultant to work with other project design professionals who are affected by the geotechn -
ical/environmental report . This allows a consultant to explain report implications to design professionals affected by them, and to review
their plans and specifications so that issues can be dealt with adequately. Although some other design professionals may be familiar with
geotechnical/environmental concerns, none knows as much about them as a competent consultant.
1/20 12
G-36
OBTAIN CONSTRUCTION MONITORJNG SERVICES.
Most experienced clients also retain their consultant to serve during the construction phase of their projects. Involvement during the
construction phase is particularly important because this pennits the consultant to be on hand quickly to evaluate unanticipated conditions,
to conduct additional tests if required, and when necessary, to recommend alternative solutions to problems. The consultant can also
monitor the geotechnical/environmental work performed by contractors. It is essential to recognize that the construction recommendations
included in a report are preliminary, because they must be based on the assumption that conditions revealed through selective exploratory
sampling are indicative of actual conditions throughout a site.
Because actual subsurface conditions can be discerned only during earthwork and/or drilling, design consultants need to observe those
conditions in order to provide their recommendations. Only the consultant who prepares the report is fully familiar with the background
infonnation needed to determine whether or not the report's recommendations are valid. The consultant submitting the report cannot assume
responsibility or liability for the adequacy of preliminary recommendations if another party is retained to observe construction .
REALIZE THAT ENVIRONMENTAL ISSUES MAY NOT HAVE BEEN ADDRESSED.
If you have requested only a geotechnical engineering proposal, it will not include services needed to evaluate the likelihood of
contamination by hazardous materials or other pollutants . Given the liabilities involved, it is prudent practice to always have a site reviewed
from an environmental viewpoint. A consultant cannot be responsible for failing to detect contaminants when the services needed to
perform that function are not being provided.
ONE OF THE OBLIGATIONS OF YOUR CONSULTANT IS TO PROTECT THE SAFETY, PROPERTY, AND WELFARE OF
THE PUBLIC.
A geotechnicaVenvironmental investigation will sometimes disclose the existence of conditions that may endanger the safety, health,
property, or welfare of the public. Your consultant may be obligated under rules of professional conduct, or statutory or common law, to
notify you and others of these conditions.
RELY ON YOUR CONSULTANT FOR ADDITIONAL ASSISTANCE.
Your consulting firm is familiar with several techniques and approaches that can be used to help reduce risk exposure for alt parties to a
construction project, from design through construction . Ask your consultant not only about geotechnical and environmental issues, but
others as well, to learn about approaches that may be of genuine benefit.
The preceding paragraphs are based on infonnation provided by the
ASFE/Association of Engineering Finns Practicing in the Geosciences, Silver Spring, Maryland
1/2012
G-37
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Attachment D
Task Principal
$185/hr
Hours I Cost
ubtask 1.1 • Survey by Hennon (assumes both sites are surveyed at the same time)
Subtask 1.2 • Geotechnlcal Analysls by Shannon and Wilson
!Subtask 1.3 ·Review Avallable Record Documents, Survey, and Geotechnlcal Flndlnas .Q.
!Subtask 1 .4. Site Visit ror Survey Veriflcatlon based on Visual Observation .Q.
iSubtask 1.5 • Mfftwith City Staff to Present and Discuss Existing Conditions .Q.
'Subtask 2.1 • Perform Hydrology Study or Tributary Drainage Areas
Subtask 2.2 • Perform P.ak Mitigated Water Quallty Raia and Volume Aa-sment
.Q.
ror FIOOd Control .Q.
0
Conc•!!ta ~
.Q.
!Subtask 4.3 -Prepare Enarnaer's Opinion of Probable Consiructlon Costa for each Altemaliv• 0
2 1370
.Q_
ubtask 4.4. Prepare Feasibility Report
ubtask 4.5 • Meet wtth City Staff to Discuss FHslblllty Study and Report
-OTALHOURS -
7'41
KPFF
Project Manager I Project Engineer
$150/hr $120/hr
Hours I Cost Hours I Cost
2 300 2 240
0 2 240
2 300 0 0
4 600 12 1440
4 1600 8 960
10 1500 10 1200
0 0 0 0
4 600 6 720
8 1200 10 1200
4 600 4 480
llO ' -lo
7.100 t,800
CAD Designer
$100/hr
Hours I Cost
L
I
12
8
2
8
0
4
4
''"
TEAM
TOTAL
HOURS
PER
TASK
TEAM
TOTAL FEE
PER TASK
G
-
3
8
KPFF TEAM
TOTAL I TEAM
Task I Prlnclpal Project Manager Project Engineer CAD Designer HOURS TOTAL FEEi
PER PER TASK
$185/hr $150/hr $120/hr $100/hr TASK
Hours I Cost Hours I Cost Hours I Cost Hours I Cost
1.1 -Survey by Hennon (assumes both sites are surveyed •t1h• ume time)
Subtask 1.2 • Geotochnlcal Analysls by Shannon and Wiison
Subtask 1.3 -Revl-Avallable Record Documents, Survev, and Geotechnlcal Flndlnas I 0 2 300 2 240
,Subtask 1.4 -Site Visit for Survey Verification based on Visual Observation 0 0 2 240
Subtask 1.5 • Meet with City Staff to Present and Discuss Existing Condition• I 0 2 300 0
0 4 600 16
!subtask 2.2 -Perform Peak Mitigated Wawr Quallty Raw and Volume AHnsm•nt I 0 4 600 12
0 4 600 8 960 12
0 4 600 12 1440 8
0 4 600 8 960 4
J2 370 12 1800 18 1920 8
0 0 0 0 0 0
0 4 600 4 480 4
2 370 8 1200 12 1440 8
Subtask 4.6 ·Meet with City Stllff to DIKuas Feasibility Study and Report 0 4 600 4 480
• ·1·
',llO 11.ao
G
-
3
9