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RPVCCA_SR_2010_02_16_04_Slurry_and_Overlay_AgmtsCrrvOF MEMORANDUM RANCHO PALOS VERDES Bindu Vaish,Associate Engineer TO: FROM: DATE: SUBJECT: REVIEWED: Project Manager: HONORABLE MAYOR &CITY COUNCIL MEMBERS RAY HOLLAND,DIRECTOR OF PUBLIC WORKS ~ FEBRUARY 16,2010 PROFESSIONAL ENGINEERING SERVICES FOR RESIDENTIAL STREETS OVERLAY AND SLURRY SEAL PROGRAM (FY 09-10) CAROLYN LEHR,CITY MANAGER ~ W RECOMMENDATIONS: 1.Award a professional service contract to KOA Corporation/CBM Consulting for design,construction management &inspection services for the Residential Street Overlay and Slurry Seal Project Fiscal Year 09-10.Authorize the Mayor and City Clerk to execute a Professional Services Agreement with KOA Corporation/CBM Consulting for a not to exceed amount of $145,050 and authorize the expenditure of an additional $14,505 (10%)for unforeseen conditions for a total authorized amount of $159,555. 2.Award a geotechnical engineering service contract to Group Delta Consultants Inc.for geotechnical services for the Residential Street Overlay and Slurry Seal Project Fiscal Year 09-10.Authorize the Mayor and City Clerk to execute a Professional Services Agreement with Group Delta Consultants,Inc.for a not to exceed amount of $15,000 and authorize the expenditure of an additional $1,500 (10%)for unforeseen conditions for total authorized amount of $16,500. BACKGROUND The City's pavement management report is updated every three years.The City is divided into seven pavement management zones for its annual pavement maintenance. The report recommends which zones will be resurfaced annually.As a result,staff determines which streets will be resurfaced in coordination with available funding. Exhibit A is a map of the selected streets for this years residential overlay and slurry seal project. 4-1 Professional engineering services are required to design the plans for the Residential Overlay and Slurry seal program.These services include field inventory and pavement analysis,pavement civil engineering design,and project administration.A Request for Proposal (RFP)was sent to five firms thought capable of providing the needed services. The RFP solicited the firms proposed project approach and adherence to schedule to assist staff at meeting the project objectives efficiently. ANALYSIS On December 23,2009,staff received proposals from five firms.The proposals were evaluated in accordance with the guidelines approved by the City Council on March 4, 1997.Four out of five firms were found to be qualified and capable of doing the work. In addition to receiving written proposals,staff conducted interviews of the design teams to ensure a match with the department's goals for the project.Each team's proposal and interview was scored and ranked and KOA Corporation/CBM Consulting team was the preferred choice. KOA,formerly CBM Consulting,has worked with the City satisfactorily on similar type projects in the past.Staff is confident in KOAlCBM's ability to do the work on time and within budget. The proposal for design and construction management professional services did not include a request for geotechnical services.Subsequent to the interviews staff requested proposals from two geotechnical firms,Group Delta Consultants and Geo Environmental Inc.,in the event geotechnical services are needed during the design. Group Delta Consultants has worked on similar past projects for the City satisfactorily and within budget.Therefore staff is recommending,between the two firms,Group Delta as the consultant to provide geotechnical services. CONCLUSION Staff is recommending award of professional services contracts to CBM/KOA Consulting and Group Delta.Both firms have successfully provided services in the past for similar type projects and are qualified to complete the scope of work within schedule and on budget. FISCAL IMPACT Funding for the Fiscal Year 09-10 Residential Street Overlay and Slurry Seal Project is included in the Street Improvement Program of the FY 09-10 budget.Therefore, adopting staff's recommendation will not result in an impact to the budget. Attachments:Exhibit A -Map of the area Request for Proposal Professional Services Agreements 4-2 Exhibit A Map and street Names -------...g Crestwind Dr Highridge Rd MeadoWdale Ln-'dMistridgeDr Moonmist Dr MoroSay Dr Newstar Dr Northbay Rd ]I Area 4 I ~•%.~W .:'Amber Sky Dr Ocean Terrace Dr San Clemente Dr x .~ Anacapa Oceanaire Dr Santa Barbara Dr Beachside Dr Oceanport Rd Santa Catalina Dr Burrell Ln Ocean ridge Dr Scotwood Dr Canal Pacifica Dr Sea Ridge Circle Coveview Dr Park PI Seacrest Dr Pinecastle Dr Seaside Heights Dr Quai/wood Dr Stonecrest Rd Robinview Ln Sunmist Dr Valley View Rd Whitecliff Dr Whitley Collins Dr 4-3 Palos Verdes Dr E Picardie Rd Roan Rd Rockinghorse Rd Saddle Rd 661 6iSid 21 i Sparta Dr -Stallion Rd -Stirrup Ln 8aiiiijeide Midge Md Surrey Ln Toprail Ln Via Bramante Via Canada Via Ciega Via Colin ita Via De Anzar Via Del Plaza- -Via EI Miro Via Frascati Via La Paloma Via Lorenzo Via Siena ViaSubida Via Velardo Via Vico Attord Dr Beauvais Rd Bramante Plaza Bridle Ln Bronco Dr Cayuse Ln Chaparral Ln Clevis Rd Coach Rd ;-Colt Rd ,Coral Ridge Rd Corsini PI I I I EITesoro PI .•-Golden Spur Ln :'.Ii Up I Lb :-Headland Dr .11I81:psU Fd Kingsridge Dr lUll !lSi Si Lorraine Dr Maine Rd ,-Marion Dr Martingale Dr Miraleste Dr Miraleste Plaza "-Mustang Rd Nancy Rd ? C;.hl.\.'fCA'<vA.!u-,(eti~tlLfU.Io\.t.)• 4-4 11/25/09 CITYOF PUBLIC WORKS DEPARTMENT City of Rancho Palos Verdes Request for Proposal for Engineering Design,Construction Management and Inspection Services The City of Rancho Palos Verdes invites proposals from selected qualified consulting engineering firms to provide design services related to the City's implementation of the pavement management program. The successful firm will provide Engineering Design Services for the City's Annual Residential Street Overlay and Slurry Seal Programs.The City is particularly looking for proposals with innovative and cost saving project approaches. To be considered for this project,two (2)copies of the proposal,must be received at the Department of Public Works,30940 Hawthorne Blvd.,Rancho Palos Verdes,CA 90275,Phone number (310)544-5252,no later than 5:00 PM,on Wednesday, December 23,2009. Successful proposers will be invited to an interview prior to final selection. The City's Pavement Management Plan identifies a number of residential streets that are candidates for slurry seal,asphalt concrete overlay,or reconstruction.The City of Rancho Palos Verdes is divided into areas and zones that allow for easy programming of maintenance activities.The areas that are included in this year's design program are Area 8 and a portion of Area 4.Exhibit A lists all of the candidate streets that are being considered this year. The scope of work is defined below. SCOPE OF WORK PHASE I PART A -FIELD INVENTORY /PA VEMENT ANAL YSIS A field inventory shall be conducted to review the preliminary analysis and to make a final recommendation as to the streets that will be slurry sealed,and those that will be overlayed as identified in Exhibit A.Consultant shall deliver a written report of findings and recommendations generated from the field inventory, 30940 HAWTHORNE BOUl EVARD /I~NCHO B~IOS VERDES,CA 90275-5391/(310)544·5252/fAX (310)544-5292/WWWPALOS'VE/(lJE:S.COM/RPV PRINTED ON I~f:(;VCl£D PAPfR 4-5 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 1112512009 Page 2 of 15 PART B-oVERLA Y PROGRAM 1-Prepare Civil Design Services (a)Field Inventory Perform a field review of the roadway segments and perform the necessary field measurements to prepare an estimate of crack sealing,patching,overlay,root barrier,ADA Ramp,remove and construct cross-gutter per APWA std.Plan no. 122-1 construct new curb and gutter and remove and replace damaged curb and gutter quantities. The units of quantities shall be: Crack Sealing Patching Asphalt Construct new Curb and Gutter Remove and replace damaged Curb and Gutter Root Barrier Cross-gutter ADA Ramp Cold Mill Adjust manhole Slurry Seal Type I Centerline tie restoration RPM (Type blue) Traffic Loop Detector Remove and Construct Speed Hump Traffic Stripping,marking,RPM Removal and Paint House Number Re-establish flow line Inventory of damaged/faded traffic and street signs LF of street SF of patching Tons LF LF LF SF EACH SF EACH ELT. EACH EACH EACH EACH L.S. EACH LF EA The locations of patching,ADA Ramps,remove and construct cross-gutter per APWA std.Plan no.122-1 and construction of new and reconstructed curb and gutter shall be marked in the field and an inventory of locations by street address shall be prepared.Include inventory of damaged traffic and other street signs and show the locations on the plans.Also note locations of street repair and curb and gutter repair due to root damage. (b)Review existing records Proposal shall include time to review existing records,including but not limited to the existing street construction plans,traffic plans,storm water runoff facility plans,street base maps and tax assessor maps.A number of these documents are on file with the Public Works Department. 4-6 City of Rancho Palos Verdes Request for Proposal Slurry Se-dl and Overlay Design 11/25/2009 Page 3 of 15 (c)Prepare construction plans as follows: For roadways to be overlayed:plan view only,with details as listed below,and as necessary to construct. For roadways to be reconstructed:Plan and profile sheets are required.Plans shall be at a 1"=40'scale,shall include details as listed below and as necessary to construct. Plans for the overlay and reconstruction shall include the following details: •Pavement thickness and calculations •Location of fabric material •P.C.C.access ramps,in accordance with City and ADA standards •Reconstruction of P.C.C.curb &gutter which cause major disturbances in the street's ability to convey water runoff •New curb and Gutter construction where no curb and gutter exist. •Asphalt Concrete leveling course and/or patching to address local failures and deformations •Areas to be removed and reconstructed,ie.areas to be patched •Areas to be Crack Sealed •Areas of grinding (Curb Lines,Cross Gutters,Joins,Street Crown/Elevation Adjustments (if necessary)) • A method to maintain the drainage pattern and improve the condition of the paved shoulders and/or A.C.curb of streets without traditional P.C.C. curb &gutter •Locations of root barrier •Utilities manholes,water &gas valves,and other utility access facilities within the overlay limits •Traffic striping •Speed Humps as applicable •Header Board as applicable •Inventory of damaged/faded traffic and street signs At this time it appears that there are no streets that will be reconstructed.It is possible,however,that upon review,a number of roadways may be determined to require reconstruction.Accordingly,proposals shall include a per sheet additive cost to accommodate this uncertainty. (d)Prepare Engineer's Estimate. (e)Prepare technical specifications and special provisions. 4-7 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/25/2009 Page 4 of 15 Specifications shall be delivered to the City both in printed format and on CD.All documents shall be prepared in Microsoft Word format.Any other computer generated documents,including plans and calculations,shall be submitted on CD in.a format acceptable to the City of Rancho Palos Verdes (Le.spreadsheets -Microsoft Excel and CAD drawings -AutoCAD ). Specifications for this project shall contain requirements of the contractor consistent with the provisions of the National Pollutant Discharge Elimination System (NPDES)and the Clean Water Act. (f)Attend preconstruction meeting. Attend bi-weekly meetings with City staff during the design phase. (g)Final Deliverables &As builds Prepare one set of duplicate mylar "as-Built"construction plans and submit final drawings electronically on CD in CAD &PDF format at the close of the project 2 -Pavement Design Services Proposals shall include reviewing the existing pavement condition and making a recommendation as to the proposed overlay thickness,if a pavement fabric is necessary,or if reconstruction is necessary. Clerical services and materials to carry out items 1&2 above shall be incorporated into the costs of the appropriate items. PART C -SLURRY PROGRAM 1-Civil Design Services (a)Field Inventory Perform a field review of the roadway segments and perform the necessary field measurements to prepare an estimate of crack sealing,patching,slurry,root barrier,and reconstructed curb and gutter quantities. The units of quantities shall be: Crack Sealing Patching Slurry LF of street SF of patching Tons 4-8 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/25/2009 Page 5 of1S Remove and replace damaged Curb and Gutter Root Barrier Inventory of damaged/faded traffic and street signs LF of Curb &Gutter LF EA The locations of patching and reconstructed curb and gutter shall be marked in the field and an inventory of locations by street address shall be prepared. Locations of damage to the street or curb and gutter from root damage shall be noted. Particular interest is the use of innovative slurry applications that can be cost savings and extend pavement life. (b)Review existing records. Proposal shall include time to review existing records,including but not limited to the existing street construction plans,traffic plans,storm water runoff facility plans,street base maps,tax assessor maps.A number of these documents are on file with the Public Works Department. Prepare construction plans and specifications as necessary for bidding and construction purposes. (c)Prepare Engineer's Estimate. (d)Prepare technical specifications and special provisions. Specifications shall be deliv,ered to the City both in printed format and on a CD. All documents shall be prepared in Microsoft Word 6.0 format.Any other computer generated documents,including plans,shall be submitted on CD in a format acceptable to the City of Rancho Palos Verdes (Le.spreadsheets - Microsoft Excel for Windows and CAD drawings -AutoCAD ). Specifications for this project shall contain requirements of the contractor consistent with the provisions of the National Pollutant Discharge Elimination System (NPDES)and the Clean Water Act. (e)Attend preconstruction meeting. Attend bi-weekly meetings with City staff during the design phase. Clerical services and materials to carry out services shall be incorporated into the cost of this item. 4-9 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 1112512009 Page 60fl5 (f)Final Drawings. Prepare one set of duplicate mylar "as builts"construction plans and submit final drawings electronically on CD in CAD &PDF format to the City at the close of the project. PHASE /I 1 -Project Management and Construction Inspection during Construction phase Proposals shall include the services of a Project Manager and Construction Inspector(s)during the construction phase. The Project Manager shall have overall project responsibility.Included in the Project Manager's responsibility shall be overseeing inspection serv.ices, assuring traffic safety,responding to inquiries from residents,preparing change orders,reviewing and revising project schedule,meeting with City staff,and the contractor. Proposals shall also include the inspection service necessary to assure quality of workmanship,and adherence to project specifications. Review and recommend approval of all Progress Payments Provide written status to staff on weekly basis Prepare City Council Staff Report for notice of completion 2 -Clerical Services Clerical services and materials to carry out item 1 above. FORM OF PROPOSAL The Consultant's proposal will be prepared in "two sealed envelope"format. The first sealed envelope shall contain the technical proposal and will include: 1.A description of the anticipated work. 2.A summary of the project team,with organizational chart. The organizational chart shall indicate the following key personal: Engineer for Pavement Testing Phase 4-10 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/25/2009 Page 7 of 15 Project Manager/construction Manager for Phase I (design)and Project Manager/construction Manager and Inspector for Phase /I (construction)of Overlay &Slurry Program Engineer for Design and construction phase of Overlay &Slurry Program 3.A summary of the firm's previous experience on similar projects. 4.A summary of each individual team member's experience on overlay and slurry projects. 5.References from clients on similar projects. 6.A project schedule.All proposals shall include a project schedule and staffing plan that accomplishes the following project objectives: Paving operations for the overlay program shall be completed prior to beginning work on the Slurry Program. Construction on both projects shall be completed as early as possible,but not later than September 1,2010. With the following constraints: The Interview will occurred during second week of January 2010 The Award of this proposal will take place in February 2010 The City will require ten working days to review plans and specifications. The advertise I award period for each project --the time from approved plans,to award construction project -will be 35 working days. Assumed construction durations shall be: Overlay Program: Street Preparation Overlay Clean up Slurry Program: Street Preparation Slurry Application Clean Up 15 working days 30 working days 10 working days 15 working days 35 working days 10 working days 4-11 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 1112512009 Page 8 of IS The second envelope shall contain the cost proposal,which will include: 1.The names of the Consultant's personnel who are to be involved,their titles,and hourly rates for their services. 2.Fee Schedule. 3.Project Costs.Project Costs shall be formatted as follows: Item Amount Comments PHASE I Part "A"Field Inventory/Pavement Analysis $Time and Materials not to exceed amount Part "8"Overlay Program Time and Materials not to Item 1-Prepare Civil Design Services exceed amount (a)Field Inventory $ (b)Review Existing Records $ (c)Prepare Construction Plans $ (d)Prepare Engineer's Estimates $ (e)Prepare Technical specifications and $ special Provisions $ (f)Attend Pre Construction Meeting $ (g)Final Deliverables &As builds $ Part "8"Overlay Program Time and Materials not to Item 2 -Pavement Design Services $exceed amount Part "C"Slurry Program Time and Materials not to Item 1 -Civil Design Services Exceed amount. (a)Field Inventory $ (b)Review Existing Records $ (c)Prepare Engineer's Estimates $ (d)Prepare Technical specifications and $ special Provisions $ (e)Attend Pre Construction Meeting $ PHASE I SUBTOTAL $Time and Materials not to Exceed amount. 4-12 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/2512009 Page 90f15 PHASE II 1-Project Management and Construction Inspection $ 2-Clerical Services $ PHASE II SUB TOTAL $Time and Materials not to Exceed amount. GRAND TOTAL (PHASE I +PHASE II)$ EVALUATION PROCESS Technical proposals received will be evaluated on the following criteria: 1.Experience of firm in performing this type of service. 2.Relevant experience of individual team members assigned to the project. 3.Understanding of project as demonstrated by the thoroughness of the proposal,the introduction of innovative or cost-saving ideas and the approach to the study or design. 4.References from clients for whom similar work was performed. 5.Depth of staff available to perform services. 6.Previous work in RPV performed by the firm. 7.Previous work in RPV performed by members of the team. 8.Previous work on the Palos Verdes Peninsula. 9.Project Schedule. 10.Interview All questions are to be submitted in writing to City of Rancho Palos Verdes Department. of Public Works,30940 Hawthorne Blvd.,Rancho Palos Verdes,CA 90275,Attention: Bindu Vaish.Questions may be submitted via fax to (310)544-5292 or e-mail to binduv@rpv.com.All questions must be received by December 17,2009. Please note that the responses to this request for proposal are subject to the following conditions: 4-13 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/2512009 Page 10 ofl5 Insurance The City of Rancho Palos Verdes requires the selected firm to have a minimum of $1,000,000.00 of professional errors and omissions insurance and a minimum of $1,000,000.00 of automobile liability insurance prior to entering into an agreement with the City. Acceptance of Terms Submission of a proposal shall constitute acknowledgment and acceptance of all terms and conditions hereinafter set forth in the RFP unless otherwise expressly stated in the proposal. Right of Rejection by the City Not withstanding any other provisions of this RFP,the City reserves the right to reject any and all proposals and to waive any informality in a proposal. Financial Responsibility The proposer understands and agrees that the City shall have no financial responsibility for any costs incurred by the proposer in responding to this RFP. Interview If successfUl,the proposer will be invited to participate in an interview.The interview will be a part of final selection process. Award of Contract The selected firm shall be required to enter into a written contract with the City of Rancho Palos Verdes,in a form approved by the City Attorney,to perform the prescribed work.This RFP and the proposal,or any part thereof,may be incorporated into and made a part of the final contract;however,the City reserves the right to further negotiate the terms and conditions of the contract with the selected consultant.The contract will,in any event,include a maximum "fixed cost"to the City of Rancho Palos Verdes. Conferences During the Proposal Preparation Period As of the issuance date of this RFP and continuing until the time for submitting proposal has expired,the City will provide relevant information and access to City facilities and documents as necessary for all proposers to familiarize themselves with the requirements set forth in the RFP.Access to City facilities shall be during normal business hours and will require at least twenty~four (24)hours advance notice. 4-14 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/25/2009 Page II of IS Number of Copies Required The proposer must submit two (2)copies of the proposal. Proposals must be received by the Department of Public Works,30940 Hawthorne Blvd.,Rancho Palos Verdes,CA 90275,Phone number (310)541-5252,by the deadline indicated in this RFP. 4-15 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 1112512009 Page 12 of 15 Exhibit A Street names for area 8 and area 4 Verified street by the area map Area 8 {OVERLAY STREETS Estimated 10 Name From To ZOM Length Width TI PCI Cost 1532 Bronco Dr Palos Verdes Dr Martingale Dr 8 1665 26 5 28 $88.512 1533 Martingale Dr Bronco Dr End 8 1300 26 5 36 $64.554 1534 Muslang Rd Bronco Dr SurreY Ln N/S 8 1375 26 5 57 $62142 1535 CavuseLn Bronco Dr End 8 950 26 5 37 $47.174 1536 Roan Dr Palos Verdes Dr End 8 540 22 4.5 49 $21378 1537 Clevis Rd Palos Verdes End 8 585 30 4.5 54 $30.506 1549 El Tesoro PI Via Canada End 8 510 24 4.5 49 $22.026 AREA 4 (OVERLAY STREETS) Estimated ID Nam~FrQffi To Zone Length Width TI PCI Cost 1068 Ocean Terrace Dr North End EaslEnd 4 3335 32 5 34 $209937 1069 Sea Ridae Cir Ocean Ter SIs End 4 340 32 4.5 53 $19,479 1070 Pacifica Dr Ocean Ter End 4 660 32 4.5 53 $37813 1077 AmberSkvDr Oceanalre Dr SIs End 4 910 20 5 61 $32585 1082 Oceana/re Dr Amber SkY Dr Wls Seacresl Dr Els 4 350 25 5 42 $16218 1083 Oceanaire Dr Seacresl Dr E/s End 4 635 20 4.5 33 $24.983 1085 Seacresl Dr Oceanalre Dr CrenshawBI 4 185 26 5 52 $8.612 1086 Park PI CrenshawBI End 4 440 25 4.5 53 $19.694 1087 Vallev View Rd CrenshawBI End 4 1262 25 5 37 $62.064 1386 Meadowdale Ln Creslridge Rd End 4 460 23 4.5 68 $18,942 1387 Mlddlecrest Rd Crestrldge Rd SIs End 4 1850 20 5 25 $77921 1388 Robinview Ln Middlecrest Rd End 4 262 24 4.5 69 $11258 1401 Oceanridae Dr Scotwood Dr Northbav Rd 4 1515 33 5 68 $89.510 1406 Slonecrest Rd Scolwood Dr City Umlls 4 925 32 5 58 $52995 1408 Northbav Rd Quailwood Dr Whitlev Collins Dr 4 260 32 5 58 $14,896 1410 Sunmist Dr WeslEnd EaslEnd 4 895 35 5 46 $58.061 1411 Whllecllff Dr Stonecrest Rd End 4 490 33 4.5 46 $29.971 AREA 8 (SLURRY STREETS) Estimated 10 Name From To Length Width TI PCI Zone Cost 1185 Via Cieaa VlaColinila End 200 26 4.5 99 8 $832 1639 Alford Dr Soarta Dr End 285 35 4.5 99 8 $1,596 1658 Via Siena Via Lorenzo Miralesle Dr 585 20 5 99 8 $1872 1657 Miraleste Plaza Palos Verdes Dr Miralesle Dr 300 65 5 99 8 $3,120 1680 NancvRd Lorraine Rd Mlraleste Dr 840 24 5 99 8 $3.226 1696 Picardie Rd Via Canada Palos Verdes Dr 790 30 5 99 8 $3.792 1183 Via Sublda 800'wI Palos Verdes End 515 30 4.5 99 8 $2,472 1184 Via Subida Palos Verdes Dr 800'W or Palos Verdes 800 16 5 99 8 $2.048 1186 BeauvaisRd Via Colinila End 500 20 4.5 99 8 $1.600 4-16 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 1112512009 Page 13 of 15 AREA 8 (SLURRY STREETS)continued Estimated ID Name From To Length Width TI PCI Zone Cost 1188 Via La Paloma Via Colinila End 650 20 4.5 99 8 $2,080 1189 Via Colin ita Miraleste Dr Beauvais Rd SIs 1535 25 5 99 8 $6,140 1194 Via Del Plaza Miraleste Plaza Via Bramante pz 315 20 5 99 8 $1.008 1190 Via Collnita Beauvais Rd Sis Via Cieaa N/s 1675 25 5 99 8 $6700 1192 Via Frascali Palos Verdes Dr Palos Verdes Dr 820 20 5 99 8 $2,624 1198 Via Vioo Via Lorenzo Miraleste Dr 325 20 5 99 8 $1.040 1199 Via Bramante Via Bramante pz Miraleste Dr 240 20 5 99 8 $768 1191 Via Colin ita Via Cieaa N/s Palos Verdes Dr 1635 26 5 99 8 $6.802 1193 Corsini Pi Palos Verdes Dr End 285 26 4.5 99 8 $1,186 1195 Via Siena Bramante Cir Via Lorenzo 735 20 5 99 8 $2352 1196 Via Lorenzo Via Siena Via Bramante 1100 25 5 99 8 $4400 1197 Via Bramante Plaza Via lorenzo Via Lorenzo 400 25 5 99 8 $1600 1206 Kinasrldae Dr Miraleste Dr End 900 22 5 99 8 $3,168 1544 Via Canada Palos Verdes Dr Picardie N/s 1260 26 5 99 8 $5,242 1545 Via Canada Picardie Rd N/s Via Canada 1700 24 5 99 8 $6528 Via Canada House 1546 Via Canada 6612 End 775 30 4.5 99 8 $3720 1547 Via Velardo Via Canada End 140 33 4.5 99 8 $739 1548 Via De Anzar Via Canada EITosoro PI 1165 24 5 99 8 $4474 1550 Lorraine Rd Miraleste Dr End 1190 24 5 99 8 $4570 1187 Maine Rd Via Collnrta End 215 20 4.5 99 8 $688 Area 4 (SLURRY STREETS) Estimated ID Name From Io Lenath Width n PCI Zone Cost 1407 Quailwood Dr 225'E of Stonecrest Rd Scotwood Dr 1385 33 5 71 4 $7.31 1071 Whillev Collins Dr CrestRd SIs 150's Crest 150 55 6 74 4 $1,3~ 1404 Soolwcod Dr Whitlev Collins Dr S Citv Limits 1097 37 5 77 4 $6,4~ 1395 Scolwcod Dr Whltlev Collins Dr N Mislridae Dr W/s 1171 32 5 77 4 $5.9~ 1078 Oceanaire Dr Amber 8kv Dr W/s SOW/Amber SkY 500 25 5 78 4 $20C 1409 Stonecrest Rd 8cotmist Dr SIs SunmislDr 775 32 5 79 4 $39E 1080 Coveviewor Oceanaire Dr End 1140 24 5 81 4 $4,3i 1394 Whitecliff Dr 8unmist Dr SIs Whitley Collins Dr N 825 33 5 85 4 $4.3~ 1396 MiSlridaeDr Scatwood Dr N/s NorthbayRd 2132 32 5 85 4 $10,91 1084 Crestwind Dr Oceanaire Dr End 1047 20 5 87 4 $3,3E 1392 Whitley Collins Dr Whitecliff Dr Sis CrestRd N/s 510 32 6.4 87 4 $261 1400 Northbay Rd Mistridae Dr N/S Whitley Collins Dr N 835 32 5 93 4 $4.2i 1398 Mora Bav Dr Mistridae Dr N/S End 260 35 4.5 98 4 $1,4E 1399 PinecasUe Dr Mistridoe Dr N/s End 235 36 4.5 98 4 $13E 1393 Sun mist Dr WhlUev Collins Dr E Whltecllff Dr SIs 1166 33 5 98 4 $61E 1402 Seaside Heiahts Dr Scotwood Dr Ocean ridge Dr 1150 32 5 98 4 $58E 1403 Beachside Dr Oceanrldae Drive End 465 39 4.5 98 4 $2,9C 1672 Whltlev Collins Dr Northbav Rd N/s Whitecliff DR Sis 1355 44 6.4 98 4 $9,5~ 1073 Santa Catalina Dr West End San Clemente Ot W/s 1525 30 5 98 4 $7 3~ 1074 Sam Clemente Dr Santa Barbara Dr SIs Santa Catalina Dr 735 30 5 98 4 $3 5~ 1075 San Clemente Dr Santa Catalina PI End 235 30 4.5 98 4 $1.1~ 4-17 City of Rancho Palos Verdes Request for Proposal Slurry Seal and Overlay Design 11/2512009 Page 14 of 15 Area 4 (SLURRY STREETS)continued Estimated 10 Name F!:Qrn To Lellllth Width TI PCI Zone Cost 1076 Santa Barbara Dr San Clemente Dr W/s Santa Catalina Dr N 2165 30 5 98 4 $10,3~ 1079 Oceanaire Dr 500'W/Amber Sky End 1920 24 5 98 4 $7,3i 1276 Ravensour Dr Hawthorne BI Hawthorne BI 1260 41 5 98 4 $8.2( 1397 NewstarDr Mislridae Dr Nls End 165 37 4.5 98 4 $9i 1072 WhiUev Collins Dr 150'sl Crest Santa Barbara Dr 176 42 6.4 98 4 $1.1f 1405 Oceanoorl Rd Scotwood Dr End 400 26 4.5 71 4 $1.6f 1081 Moonmist Dr CoveviewDr End 130 24 4.5 87 4 $4E 4-18 City of Rancho Palos Vcrdes Request for Proposal Slurry Seal and Overlay Design 11/2512009 Page 15 of 15 f--- I Exhibit A Area 8 and Area 4 Map Pavement Zones _._-----_.._-_._-_._-_._--, 4-19 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into this day of ,2010,by and between the City of Rancho Palos Verdes ("CITY"),and KOACorporation-CBM Consulting ("CONTRACTOR"). IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as the Residential Streets Rehabilitation Program. 1.2 Description of Services CONTRACTOR shall provide professional design,construction management and inspection services for the Residential Streets Rehabilitation Program for the CITY as described in the Scope of Contract Services,attached hereto as Exhibit "A"and incorporated herein by this reference. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from CITY,CONTRACTOR shall perform with due diligence the specific services requested by the CITY and included in Exhibit "A."No work shall be done on any item of Exhibit "A"for which CONTRACTOR has not received a written Notice to Proceed.CONTRACTOR shall perform all services under this Agreement in a timely manner consistent with industry standards for professional skill and care.Time is of the essence in this Agreement. ARTICLE 2 COMPENSATION 2.1 Fee (a)CITY shall compensate CONTRACTOR for items in Exhibit "A"for which CITY has issued to CONTRACTOR a written Notice to Proceed in an amount not to exceed the maximum amounts set forth in CONTRACTOR's Fees and Payments,attached hereto as Exhibit "B"and incorporated herein by this reference.The rates in Exhibit B shall be in effect throughout the full term of this Agreement.The total compensation to be paid by CITY to CONTRACTOR under this Agreement shall not exceed one hundred forty-five thousand and fifty dollars ($145,050). (b)CONTRACTOR's final invoice must be submitted within thirty (30) days of completion of the stated scope of services or December 30,2010,whichever occurs first. Page 1 of 12 R6876-0001 \1206151 v2.doc 4-20 2.2 Payment Address All payments due CONTRACTOR shall be paid to: KOACorporation-CBM Consulting South Bay Office 17601 S.Denver Avenue Gardena,CA 90248 2.3 Terms of Compensation CONTRACTOR will submit invoices monthly for the work completed in the previous month.CITY agrees to authorize payment in accordance with Article 2.1 of this Agreement for all undisputed invoice amounts within sixty (60)days of receipt of the invoice.CITY agrees to use its best efforts to notify CONTRACTOR of any disputed invoice amounts within fifteen (15)days of the receipt of each invoice.However,CITY's failure to timely notify CONTRACTOR of a disputed amount of 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 CONTRACTOR within ninety (90)days after invoices are received by CITY then CITY agrees that CONTRACTOR shall have the right to consider said default a total breach of this Agreement and be terminated by CONTRACTOR without liability to CONTRACTOR upon ten (10)working days advance written notice. 2.4 Additional Services The Director of Public Works or his or her designee may request in writing on behalf of the CITY that CONTRACTOR perform additional services not covered by Exhibit A,and CONTRACTOR shall perform those services and will be paid for those additional services in accordance with the rates in Exhibit B,up to a total additional amount of $14,505 over the total compensation in Article 2.1 of this Agreement (not to exceed a total of $159,555). 2.5 Term of Agreement This Agreement shall commence on the day it is signed,provided Certificates of Insurance are current on that date,and shall terminate on December 30,2010,provided such Certificates of Insurance stay valid throughout the entire term of the Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE Page 2 of12 R6876-0001\1206151v2.doc 4-21 3.1 Indemnification CONTRACTOR will defend,indemnify and hold harmless CITY and its officials,officers,employees,agents and volunteers free and harmless from all tort liability,including liability for claims,suits,actions,expenses or costs of any kind, whether actual,alleged or threatened,actual attorneys'fees,experts'fees,or court costs incurred by the CITY,to the extent arising out of or in any way connected with,in whole or in part,the negligent or other wrongful acts,omissions or willful misconduct of CONTRACTOR or any of CONTRACTOR's officers,agents,employees or contractors in the performance of this Agreement.This includes but is not limited to claims,suits and liabilities for bodily injury,death or property damage to any individual or entity, including officers,agents,employees or contractors of the CONTRACTOR.The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence or willful misconduct of the CITY and its officials,officers,employees, agents and volunteers. In addition to the foregoing,CONTRACTOR shall indemnify,defend and hold free and harmless the CITY and the CITY's officials,officers,employees,agents and volunteers from and against any and all losses,liabilities,damages,costs and expenses,including reasonable attorneys'fees,experts'fees,and costs to the extent the same are caused by negligence or willful misconduct of the CONTRACTOR,or any of the CONTRACTOR's officials,officers,agents,employees or volunteers,in the performance of professional services pursuant to this Agreement. 3.2 General Liability CONTRACTOR 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 in the aggregate for bodily injury,death,loss or property damage for products or completed operations and any and all other activities undertaken by CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 Page 3 of12 R6876-0001\1206151v2.doc 4-22 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 CONTRACTOR 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 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 CONTRACTOR shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect worker's compensation insurance as required by the law.CONTRACTOR 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 insurance coverage shall not be cancelled by the insurance carrier without thirty (30)days prior written notice to CITY or ten (10)days if cancellation is due to nonpayment of premium.CONTRACTOR agrees that it will not cancel or reduce said insurance coverage.. (b)CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect throughout the full term of this Agreement,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 CONTRACTOR's expense,the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement,CONTRACTOR shall maintain on file with the CITY Clerk Certificates of Insurance showing that the aforesaid policies are in effect in the required amounts.The commercial general liability shall contain endorsements naming the CITY,its officers,agents and employees as additional insured. 3.8 Primary Coverage Page 4 of12 R6876-0001\1206151v2.doc 4-23 The insurance provided by CONTRACTOR 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 anytime,with or without cause, by either party upon sixty (60)days prior written notice.Notice shall be deemed served if completed in compliance with Article 6.13. (b)In the event of termination or cancellation of this Agreement by CONTRACTOR or CITY,due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid compensation for all services performed by CONTRACTOR, in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement,CONTRACTOR 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 CONTRACTOR for the full performance of the services described in Article 2.1. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,photographs,images,video files and media created or developed by CONTRACTOR pursuant to this Agreement ("Written Products")shall be and remain the.property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation,including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use,duplication or dissemination by the CITY.CONTRACTOR shall not obtain or attempt to obtain copyright protection as to any Written Products. CONTRACTOR hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONTRACTOR warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement, Page 5 of12 R6876-0001\1206151v2.doc 4-24 and that the CITY has full legal title to and the right to reproduce the Written Products. CONTRACTOR shall defend,indemnify and hold the CITY,and its elected officials, officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss,claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions.CONTRACTOR shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONTRACTOR,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. Upon termination,abandonment or suspension of the Project,the CONTRACTOR shall deliver to the CITY all Written Products and other deliverables related to the Project.If CONTRACTOR prepares a document on a computer,CONTRACTOR shall provide CITY with said document both in a printed format and in an acceptable electronic format. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation A CITY representative shall be designated by the Director of Public Works or his or her designee and a CONTRACTOR representative shall be designated by CONTRACTOR as the primary contact person for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement,CONTRACTOR shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48)and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel Page 6 of12 R6876-0001\1206151v2.doc 4-25 CONTRACTOR represents that it has,or shall secure at its own expense,all personnel required to perform CONTRACTOR's services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be appropriately licensed by the State of California and shall be in good standing. CONTRACTOR shall make reasonable efforts to maintain the continuity of CONTRACTOR'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.CONTRACTOR may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times shall be responsible for their services. 6.4 Conflicts of Interest CONTRACTOR agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion ofthework under this Agreement which is or may likely make CONTRACTOR "financially interested" (as provided in California Government Code Section 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONTRACTOR has been retained pursuant to this Agreement. 6.5 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 CONTRACTOR require the testimony of CONTRACTOR when there is no allegation that CONTRACTOR was negligent,CITY shall compensate CONTRACTOR for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.6 Assignment Neither this Agreement nor any part thereof shall be assigned by CONTRACTOR without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONTRACTOR shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and Page 7 of12 R6876-000 1\1206151 v2.doc 4-26 representatives with respect to any claim,demand or action arising from any unauthorized assignment. Notwithstanding the above,CONTRACTOR may use the services of persons and entities not in CONTRACTOR'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.CONTRACTOR's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONTRACTOR notifies the CITY in advance. 6.7 Independent Contractor CONTRACTOR is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of the CONTRACTOR's employees,except as herein set forth,and CONTRACTOR is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms, or corporations at the CONTRACTOR wishes except as expressly provided in this Agreement.CONTRACTOR shall have no power to incur any debt,obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONTRACTOR shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONTRACTOR agrees to pay all required taxes on amounts paid to CONTRACTOR under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes,assessments, penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement.CONTRACTOR shall fully comply with the workers'compensation law regarding CONTRACTOR and its employees.CONTRACTOR further agrees to indemnify and hold the CITY harmless from any failure of CONTRACTOR to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to the CITY from CONTRACTOR as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.9 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. Page 8 of12 R68l6-000 1\1206151 v2.doc 4-27 6.10 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. 6.11 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONTRACTOR constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONTRACTOR,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.12 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. 6.13 Notice Except as otherwise required by law,any notice,request,direction,demand, consent,waiver,approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a)in person or (b)by certified mail,postage prepaid,and addressed to the parties at the addresses stated below,or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: Mr.Ray Holland,Interim Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 To CONTRACTOR: Mr.Chuck Stephan,P.E. KOACorporation-CBM Consulting South Bay Office 17601 S.Denver Avenue Gardena,CA 90248 Page 9 of12 R6876-0001\1206151 v2.doc 4-28 A party may change its address by giving written notice to the other party. Thereafter,any notice or other communication shall be addressed and transmitted to the new address.If sent by mail,any notice,tender,demand,delivery or other communication shall be deemed effective three (3)business days after it has been deposited in the United States mail.For purposes of communicating these time frames,weekends and federal, state,religious,County of Los Angeles or CITY holidays shall be excluded.No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder.. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATTEST: CITY CLERK CONTRACTOR KOACorporation-CBM Consulting BY:------------- CITY OF RANCHO PALOS VERDES, A Municipal Corporation BY:._------------MAYOR Page 10 of 12 R6876-0001\1206151v2.doc 4-29 R6876-0001\1206151v2.doc EXHIBIT "A" SCOPE OF CONTRACT SERVICES 11 of 12 4-30 R6876-0001\1206151v2.doc EXHIBIT "B" CONTRACTOR'S FEES AND PAYMENTS 12 of 12 4-31 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and entered into this __day of ,2010,by and between the City of Rancho Palos Verdes ("CITY")and Group Delta.("CONTRACTOR"). IN CONSIDERATION of the covenants hereinafter set forth,the parties agree as follows: ARTICLE 1 SCOPE OF SERVICES 1 .1 Project Description The Project is described as Residential Streets Rehabilitation Program geotechnical services. 1.2 Description of Services CONTRACTOR shall provide professional services for Residential Streets Rehabilitation Program geotechnical services for the CITY as described in the Scope of Contract Services,attached hereto as Exhibit A and incorporated herein by this reference. 1.3 Schedule of Work Upon receipt of CITY'S written Notice to Proceed with any item of work set forth in Exhibit A,as issued by the Director of Public Works or his or her designee, CONTRACTOR shall perform with due diligence the services included in that item.No work shall be done on any item of Exhibit A for which CONTRACTOR has not received a written Notice to Proceed.Contractor shall perform all services under this Agreement in a timely manner consistent with industry standards for professional skill and care.Time is of the essence in this Agreement. ARTICLE 2 COMPENSATION 2.1 Fee (a)CITY will compensate CONTRACTOR for items in Exhibit A for which CITY has issued to CONTRACTOR a Notice to Proceed in writing in accordance with CONTRACTOR's Current Hourly Rate Schedule,attached hereto as Exhibit Band incorporated herein by this reference.The rates in Exhibit B shall be in effect throughout the full term of this Agreement.The total compensation to be paid by CITY to CONTRACTOR shall not exceed fifteen thousand dollars ($15,000). (b)CONTRACTOR's final invoice must be submitted within thirty (30) days of completion of the stated scope of services or December 30,2010,whichever occurs first. 1 of 12 R6876-0001\1206131v2.doc 4-32 2.2 Payment Address All payments due CONTRACTOR shall be paid to: Group Delta 370 Amapola Avenue,Suite 212 Torrance,CA 90501 2.3 Terms of Compensation CONTRACTOR will submit invoices monthly for the work completed in the previous month.CITY will pay all undisputed invoice amounts within sixty (60)days of receipt of the invoice.CITY will use its best efforts to notify CONTRACTOR of any disputed invoice amounts or claimed completion percentages within fifteen (15)days of the receipt of each invoice.However,CITY's failure to timely notify CONTRACTOR of a disputed amount shall not be deemed a waiver of CITY's right to challenge that amount. Additionally,if CITY fails to pay any undisputed amounts due CONTRACTOR within ninety (90)days after invoices are received by CITY,then CONTRACTOR shall have the right to consider that default a total breach of this Agreement,and this Agreement may then be terminated by CONTRACTOR upon ten (10)working days'advance written notice. 2.4 Additional Services The Director of Public Works or his or her designee may request in writing on behalf of the CITY that CONTRACTOR perform additional services not covered by Exhibit A,and CONTRACTOR shall perform those services and will be paid for those additional services in accordance with the rates in Exhibit B,up to a total additional amount of $1,500 over the total compensation in Article 2.1 of this Agreement (not to exceed a total of $16,500). 2.5 Term of Agreement This Agreement shall commence on the day it is signed,provided that current Certificates of Insurance have been provided to the City,and shall terminate on December 30,2010,provided such Certificates of Insurance remain valid throughout the entire term of the Agreement. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONTRACTOR will defend,indemnify and hold harmless CITY and its officials,officers,employees,agents and volunteers free and harmless from all tort liability,including liability for claims,suits,actions,expenses or costs of any kind, whether actual,alleged or threatened,actual attorneys'fees,experts'fees,or court costs incurred by the CITY,to the extent arising out of or in any way connected with,in whole or in part,the negligent or other wrongful acts,errors,omissions or willful misconduct of CONTRACTOR or any of CONTRACTOR's officers,agents,employees 2 of 12 R6876-0001\1206131v2.doc 4-33 or contractors in the performance of this Agreement.This includes,but is not limited to, claims,suits and liabilities for bodily injury,death or property damage to any individual or entity,including officers,agents,employees or contractors of the CONTRACTOR. The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence or willful misconduct of the CITY and its officials,officers,employees, agents and volunteers. In addition to the foregoing,CONTRACTOR shall indemnify,defend and hold free and harmless the CITY and the CITY's officials,officers,employees,agents and volunteers from and against any and all losses,liabilities,damages,costs and expenses,including reasonable attorneys'fees,experts'fees,and costs to the extent the same are caused by the negligence or willful misconduct of the CONTRACTOR,or any of the CONTRACTOR's officials,officers,agents,employees or volunteers,in the performance of professional services pursuant to this Agreement. 3.2 General Liability Insurance CONTRACTOR 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 in the aggregate for bodily injury,death,loss or property damage for products or completed operations and any and all other activities undertaken by CONTRACTOR 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:Vn or better. 3.3 Professional Liability Insurance CONTRACTOR 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 CONTRACTOR 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:vn 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 CONTRACTOR 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 3 of 12 R6876-0001\1206131v2.doc 4-34 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. 3.4 Workers'Compensation Insurance CONTRACTOR shall at all times during the term of this Agreement obtain, maintain,and keep in full force and effect worker's compensation insurance as required by the law.CONTRACTOR shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.5 Notice of Cancellation (a)All insurance policies shall provide that insurance coverage shall not be cancelled by the insurance carrier without thirty (30)days prior written notice to CITY or ten (10)days if cancellation is due to nonpayment of premium.CONTRACTOR agrees that it will not cancel or reduce said insurance coverage. (b)If CONTRACTOR does not keep the required insurance in full force and effect throughout the full term of this Agreement,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may obtain the necessary insurance and pay,at CONTRACTOR's expense,the premium thereon. 3.6 Certificate of Insurance At all times during the term of this Agreement,CONTRACTOR shall maintain on file with the CITY Clerk Certificates of Insurance showing that the required policies are in effect in the required amounts.The Commercial General Liability Insurance shall contain endorsements naming the CITY,its officers,agents and employees as additional insureds. 3.7 Primary Coverage The insurance provided by CONTRACTOR 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 anytime,with or without cause, by either party upon sixty (60)days prior written notice.Notice shall be deemed served if completed in accordance with Section 6.13 of this Agreement. (b)In the event of termination or cancellation of this Agreement by CONTRACTOR or CITY,due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid compensation for all services performed in an amount to be determined as follows:for work done in accordance with all of the terms and provisions of this Agreement,CONTRACTOR shall be paid an amount equal to the percentage of 4 of 12 R6876-0001\1206131v2.doc 4-35 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 of total compensation that would have been paid to CONTRACTOR for the full performance of the services,as specified in Article 2. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents,plans,specifications,reports,photographs,images,video files and media created or developed by CONTRACTOR pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation,including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use,duplication or dissemination by the CITY.CONTRACTOR shall not obtain or attempt to obtain copyright protection as to any Written Products. CONTRACTOR hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONTRACTOR warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONTRACTOR shall defend,indemnify and hold the CITY,and its elected officials, officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss,claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions,or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions.CONTRACTOR shall bear all costs arising from the use of patented,copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONTRACTOR,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b)modify the Written Products and other deliverables so that they become non- infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. 5 of 12 R6876-0001\1206131v2.doc 4-36 Upon termination,abandonment or suspension of the Project,the CONTRACTOR shall deliver to the CITY all Written Products and other deliverables related to the Project.If CONTRACTOR prepares a document on a computer,CONTRACTOR shall provide CITY with said document both in a printed format and in an acceptable electronic format. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation The Director of Public Works shall designate a CITY representative,and the CONTRACTOR shall designate a representative,as the primary contact persons for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement,CONTRACTOR shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48),the applicable equal employment provisions ofthe Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). 6.3 Personnel CONTRACTOR represents that it has,or shall secure at its own expense,all personnel required to perform CONTRACTOR'S services under this Agreement.Any person who performs engineering services pursuant to this Agreement shall be licensed as a Geotechnical Engineer by the State of California and shall be in good standing. CONTRACTOR shall make reasonable efforts to maintain the continuity of CONTRACTOR'S staff who are assigned to perform the services hereunder and shall obtain approval of the Director of Public Works of all proposed staff members who will perform such services.CONTRACTOR may associate with or employ associates or subcontractors in the performance of its services under this Agreement,but at all times CONTRACTOR shall be responsible for their services. 6.4 Conflicts of Interest CONTRACTOR agrees not to accept any employment or representation during the term of this Agreement,or within twelve (12)months after completion of the work under this Agreement,which is or may likely make CONTRACTOR "financially interested"(as provided in California Government Code Section 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONTRACTOR has been retained pursuant to this Agreement. 6.5 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 6 of 12 R6876-0001\1206131v2.doc 4-37 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 prevai.ling 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 CONTRACTOR require the testimony of CONTRACTOR when there is no allegation that CONTRACTOR was negligent,CITY shall compensate CONTRACTOR for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.6 Assignment Neither this Agreement nor any part thereof shall be assigned by CONTRACTOR without the prior written consent of the CITY.Any such purported assignment without written consent shall be null and void,and CONTRACTOR shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Notwithstanding the above,CONTRACTOR may use the services of persons and entities not in CONTRACTOR'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.CONTRACTOR's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONTRACTOR notifies the CITY in advance. 6.7 Independent Contractor CONTRACTOR is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of the CONTRACTOR's employees,except as herein set forth,and CONTRACTOR is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms, or corporations at the CONTRACTOR wishes except as expressly provided in this Agreement.CONTRACTOR shall have no power to incur any debt,obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONTRACTOR shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONTRACTOR agrees to pay all required taxes on amounts paid to CONTRACTOR under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes,assessments, penalties,and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement.CONTRACTOR shall fully comply with the workers'compensation law regarding CONTRACTOR and its employees.CONTRACTOR 7 of 12 R6876-0001\1206131v2.doc 4-38 further agrees to indemnify and hold the CITY harmless from any failure of CONTRACTOR to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to the CITY from CONTRACTOR as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.9 Entire Agreement This Agreement,including any other documents incorporated herein by specific reference,represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations,representations or agreements, either written or oral.This Agreement may be modified or amended,or provisions or breach may be waived,only by subsequent written agreement signed by both parties. 6.10 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. 6.11 Non-Waiver of Terms,Rights and Remedies Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement.In no event shall the making by the CITY of any payment to CONTRACTOR constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONTRACTOR,and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.12 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. 6.13 Notice Except as otherwise required by law,any notice,request,direction,demand, consent,waiver,approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a)in person or (b)by certified mail,postage prepaid,and addressed to the parties at the 8 of 12 R6876-0001\1206131v2.doc 4-39 addresses stated below,or at such other address as either party may hereafter notify the other in writing as aforementioned: If to CONTRACTOR: Mr.Michael D.Reader,CEO,G.E. Group Delta 370 Amapola Avenue,Suite 212 Torrance,CA 90501 If to CITY: Mr.Ray Holland,Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 A party may change its address by giving written notice to the other party. Thereafter,any notice or other communication shall be addressed and transmitted to the new address.If sent by mail,any notice,tender,demand,delivery or other communication shall be deemed effective three (3)business days after it has been deposited in the United States mail.For purposes of communicating these time frames,weekends and federal, state,religious,County of Los Angeles or CITY holidays shall be excluded.No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. Dated:_ Dated:_ ATTEST: "CONTRACTOR"Group Delta BY:------------- CITY OF RANCHO PALOS VERDES, A Municipal Corporation BY:-------------MAYOR 9 of 12 R6876-0001\1206131v2.doc 4-40 CITY CLERK R6876-0001\1206131v2.doc 10 of 12 4-41 R6876-0001\1206131v2.doc Exhibit A:Scope of Contract Services 11 of 12 4-42 Exhibit B:Contractor's Current Hourly Rate Schedule 12 of 12 R6876-0001\1206131v2.doc 4-43