RPVCCA_SR_2010_10_19_04_Arterial_Roads_Rehabilitation_Design_Services_FY09-10MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
Staff Coordinator:Nicole Jules,P.E.,Senior Engineer '1"'?5
RECOMMENDATION:
Award a contract for professional services to CBM Consulting for a not-to-exceed
amount of $74,220 for civil engineering design services;KDM Meridian for a not-to-
exceed amount of $102,826 for surveying and mapping services;and Geo-
Environmental Inc.(GEl)for a not-to-exceed amount of $41 ,91 0 for geotechnical
services related to the FY 09-10 Arterial Roads Rehabilitation Project and authorize the
Mayor and City Clerk to execute the agreements.
BACKGROUND
This year's Infrastructure Street Improvement budget includes $2,543,560 for the
Arterial Roads Rehabilitation Project.The project budget will be used to overlay Palos
Verdes Drive South,Palos Verdes Drive East and Miraleste Drive.The project design
will incorporate priority projects as identified in the Palos Verdes Drive East Preliminary
Study Report,approved at the January 23,2010 City Council meeting.Proposed
improvements include rubberized asphalt concrete,sidewalk and trail improvements,
storm drain inlet improvements and upgraded signage and roadway striping.
Attachment A displays the project area.
Professional services are needed for pre-engineering,plan preparation,site survey and
geotechnical investigation.Staff solicited proposals from professional engineering firms
to provide civil engineering design services.Proposals from three teams were received
and evaluated using the Quality-Based Selection (QBS)process,which entails a
selection process based on qualifications and performance.
As a result of the evaluation process,staff is recommending the professional services of
CBM Consulting,KDM Meridian and Geo-Environmental Inc.to serve as consultants to
the City for the design of the FY 09-10 Arterial Roads Rehabilitation project.
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DISCUSSION
The FY 09-10 Arterial Roads Rehabilitation Project is scheduled to be funded by
Proposition C and Proposition 1B funds.Completion of the design and construction of
this project will result in over 90%of the City's primary roadways being in "very good to
excellent"condition,per the 2009 Pavement Management Report.The roadways
included in this year's roadway rehabilitation project are Palos Verdes Drive South,
Palos Verdes Drive East and Miraleste Drive.
Civil Engineering Services
Staff solicited team proposals from five consulting firms:Adams Engineering,Charles
Abbott &Associates,Willdan Engineering,CBM Consulting and Harris &Associates.
The Request For Proposals (RFP)requested a team approach which included all-three
professional services in one proposal.Three sealed proposals were received and
evaluated by a staff committee.Each team proposal was scored and ranked for
selection.The quality-based selection evaluation included project approach,proposed
project schedule,innovative techniques,experience in Rancho Palos Verdes and
proposed key project members.After review of the qualifications,staff chose CBM
Consulting as the preferred Civil Engineering designer and Willdan Engineering as the
runner-up.CBM's fee was negotiated based on the scope of services outlined in the
RFP.Their proposed fee is reasonable and consistent with industry standards.
CBM's team proposal,which included KDM Meridian performing the surveying services
and Geo-Environmental performing the geotechnical services,is the preferred
recommendation.Their approach includes a very realistic design schedule that is
consistent with the City's construction timeline.The proposal outlined specific cost
savings techniques that may yield a better performing roadway at a lower cost to the
City.CBM also proposes to meet with city staff on a bi-weekly basis to ensure project
delivery on time and within budget.
CBM's proposed fee for Civil Engineering design services is $74,220.
Although proposed as a team,the City will administer each contract separately so as to
have greater control of the work and schedule.
Mapping and Surveying services
Mapping and surveying services are needed to create the base maps for the
engineering design.KDM Meridian is currently providing surveying services to the City
of Rancho Palos Verdes.KDM's proposed services includes aerial photogrammetry of
Palos Verdes Drive East,Palos Verdes Drive South and Miraleste Drive as well as
topographic mapping,field surveying and final mapping to be used as the base for the
civil engineering design.KDM Meridian's proposed fee for mapping and surveying
services is $102,826 which includes optional augmentation survey.
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Geotechnical Services
Geotechnical services are needed to properly assess the current roadway condition and
proposed method of repair,.Geo-Environmental Inc's scope of services includes
locating all known underground utilities,conduct pavement borings with an auger drill
and conduct laboratory testing.Geo-Environmental Inc.'s proposed fee for geotechnical
services is $41,910.00.
CONCLUSION
Adopting staff's recommendation will allow the City to achieve its goal of upholding a
high-level of roadway maintenance on its arterial roadways in accordance with the
Pavement Management System (PMS).
ALTERNATIVE
As an alternative,the City Council may choose to take no action and provide staff with
further direction.
FISCAL IMPACT
Funding for the Fiscal Year 09-10 Arterial Roads Resurfacing Project is included in the
Street Improvement Program of the FY 10-11 budget.Therefore,adopting staff's
recommendation will not result in an impact to the budget.
Attachments:
A:Project Area
B:Professional Services Agreement -CBM Consulting
C:Professional Services Agreement -KDM Meridian
D:Professional Services Agreement -Geo-Environmental,Inc.
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and
entered into this 19th day of Ocotber,2010,by and between the City of Rancho Palos
Verdes,hereinafter referred to as "CITY,"and CBM Consulting,hereafter referred to as
"CONSULTANT."
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 Arterial Roads Rehabilitation Project FY 09-
10.
1.2 Description of Services
CONSULTANT shall provide Civil engineering services 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 the CITY,CONSULTANT
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 CONSULTANT
has not received a written Notice to Proceed.CONSULTANT 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.
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
(a)The total compensation to be paid by CITY to CONSULTANT under
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this Agreement shall not exceed seventy four thousand two hundred twenty dollars
($74,220)for any services provided.Any amount beyond the maximum total amount of
$74,220 must be approved by the City Council.
(b)CITY agrees to compensate CONSULTANT for items in Exhibit "A"for
which CITY has issued to CONSULTANT a Notice to Proceed in an amount not to exceed
the maximum amounts set forth in CONSULTANT's Fee Proposal,attached hereto as
Exhibit "B"and incorporated herein by this reference.The maximum amounts in Exhibit "B"
shall be in effect through the end of this Agreement.
(c)CONSULTANT's final invoice must be submitted within thirty (30)days
of completion of the stated scope of services.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
CBM Consulting
1411 W.190th Street,Su ite 525
Gardena,CA 90248
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the work completed in the
previous month.CITY agrees to authorize payment in accordance with Section 2.1 ofthis
Agreement for all undisputed invoice amounts within thirty (30)days of receipt of the
invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice
amounts within ten (10)days of the receipt of each invoice.However,CITY's failure to
timely notify CONSULTANT 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
CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.4 Term of Agreement
This Agreement shall commence on the day it is executed,provided that
Certificates of Insurance are current on that date,and this Agreement shall terminate on
June 30,2011,unless earlier terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
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3.1 Indemnification
CONSULTANT 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 reckless acts or omissions or willful misconduct of
CONSULTANT or any of CONSULTANT'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 CONSULTANT.The provisions of this
paragraph shall not apply to claims to the extent arising out of the active negligence or
willful misconduct of the CITY and its officials,officers,employees,agents and
volunteers.
In addition to the foregoing,CONSULTANT 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,recklessness or willful misconduct of the
CONSULTANT,or any of the CONSULTANT's officials,officers,agents,employees or
volunteers,in the performance of professional services pursuant to this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain,and keep in full force and effect,a policy or policies of Commercial General
Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each
occurrence and two million dollars ($2,000,000)general aggregate for bodily injury,death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement.Said policy
or policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M.Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement,carry,
maintain,and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1 ,000,000)per claim and aggregate
for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A VII or better.If a "claims
made"policy is provided,such policy shall be maintained in effect from the date of
performance of work or services on the CITY's behalf until three (3)years after the date of
work or services are accepted as completed.Coverage for the post-completion period may
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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 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.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 by the insurance carrier without thirty (30)days prior written notice to
CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b )CONSULTANT 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 CONSULTANT's expense,the
premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
on file with the CITY Clerk Certificates 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 insured.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
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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
Article 6.13.
(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,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 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 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
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the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,
employees,servants,attorneys,designated volunteers,and agents serving as independent
contractors in the role of CITY officials,harmless from any loss,claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal,state
or local laws,or any contractual provisions,or any laws relating to trade names,licenses,
franchises,copyrights,patents or other means of protecting intellectual property rights
and/or interests in products or inventions.CONSULTANT shall bear all costs arising from
the use of patented,copyrighted,trade secret or trademarked documents,materials,
equipment,devices or processes in connection with its provision of the services and
Written Products produced under this Agreement.In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,
shall:(a)secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;
or (b)modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement.This
covenant shall survive the termination of this Agreement.
Upon termination,abandonment or suspension of the Project,the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project.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
acceptable to the City.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be the Director of Public Works or his or her
designee and a CONSULTANT representative shall be designated by CONSULTANT 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,CONSULTANT 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.sections 200e-217),and the Americans with
Disabilities Act of 1992 (42 U.S.C.section 11200,et seq.).
6.3 Personnel
CONSULTANT represents that it has,or shall secure at its own expense,all
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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 and/or licensed in the appropriate discipline of Engineering for the work
being conducted 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 be responsible for
their services.
6.4 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.
6.5 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 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 reasonable hourly rates,as agreed by the parties.
6.6 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
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representatives with respect to any claim,demand or action arising from any unauthorized
assignment.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ,when it is appropriate and customary to
do so.Such persons and entities include,but are not necessarily limited to,surveyors,
specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.7 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 at 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.
6.8 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
CONSULTANT and supersedes all prior negotiations,representations or agreements,
either written or oral.This Agreement may be modified or amended,or provisions or
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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 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.
6.12 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,Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
To CONSULTANT:
Mr.Chuck Stephan,Vice President
CBM Consulting
1411 W.190th Street,Suite 525
Gardena,CA 90248
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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
CBM Consulting
BY:-------------
BY:-------------
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY:-------------MAYOR
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EXHIBIT "A"
SCOPE OF CONTRACT SERVICES
It is the Consultant's responsibility to design all projects and perform all work in compliance
with the most stringent criteria of all applicable codes and statutes including,but not limited
to,Title 24 of the California Building Code,the Americans with Disabilities Act ("ADA"),and
the ADA Accessibility Guidelines ("ADAAG").Should any of the applicable codes or
statutes conflict,the stricter requirement shall be met.
Upon written Notice to Proceed from the City regarding an item of work described below,
Consultant shall perform with due diligence the services included in that item.No work
shall be done on any item of this Exhibit for which the Consultant has not received a
written Notice to Proceed for that item.All work shall be authorized by and coordinated
with the City's Director of Public Works or his or her designee.
Upon written Notice to Proceed from the City,the services Consultant may provide are:
I.SCOPE OF SERVICES (IN ACCORDANCE WITH PROJECT PROPOSAL)
Understanding
The City of Rancho Palos Verdes plans to rehabilitate existing pavement surfaces on various
arterial roadways in the City,and to construct related repairs and improvements within the project
areas.Streets will include Palos Verdes Drive West from Hawthorne Boulevard to 2,200 feet west
of T erranea Way;Palos Verdes Drive South from T erranea Way to Narcissa Drive,and from west
of Schooner to Conqueror;Palos Verdes Drive East from Palos Verdes Drive South to the
northerly City limits;and Miraleste Drive from Palos Verdes Drive East to the City limits.The total
project includes
approximately 9 miles of streets.
Existing roadways consist of asphalt pavement in varying condition from good (showing minimal
wear),to verging on marginal,with extensive cracking.Some streets,especially in the landslide
areas,have continual settlement and movement and must be constantly repaired (Note:We are
not proposing to remedy the landslide situation in the scope of this RFPI)
In addition to pavement rehabilitation,the City will construct curb access ramps in conformance
with the Americans with Disabilities Act (ADA)requirements,repair damaged or missing concrete
curb,gutter,sidewalk and driveways,and install root barriers.Related work will include
replacement of striping,signing,markings,pavement markers,survey monuments,adjustment of
utilities,and replacement of painted house addresses.
The City plans to obtain the services of an experienced professional civil engineering design firm to
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evaluate the project area,prepare construction plans,specifications,and cost estimate,and assist
the City in preparing this project for bid.
Field Inventory /Pavement Analysis
The design team will inspect the project streets (Exhibit A)to assess the current pavement
conditions,traffic usage and volume,and develop possible alternatives to rehabilitate roadway
surfaces.For asphalt pavement surfaces,we will prepare a list of several rehabilitation options,and
compare their costs and relatives merits in discussion with City staff.CBM has successfully
implemented alternative cost-saving construction methods on other similar projects.In order of
cost and life effectiveness,the following options will be compared (from lowest cost to highest):
•Slurry seal type I
•Slurry seal type II
•Slurry seal type II with latex binder
•Cape Seal
•Asphalt Rubber Aggregate Membrane (ARAM)
•Overlay with conventional asphalt
•Overlay with latex modified asphalt
•Overlay with pavement fabric (conventional or fiberglass)
•Pulverization in place and paving
•Pulverization,cement treated base,and paving
•Full reconstruction
Ohen we are able to develop pavement methods without resorting to full reconstruction,leading
to significant savings.
Project Cost
From a preliminary look at the proj ect area (1.8 million square
feet),a project that just constructs a nominal asphalt overlay will
cost at least $2 million to complete,not including significant
reconstruction areas or related improvements.While we generally
recommend constructing an asphalt rubber hot mix overlay for arterial
streets to provide maximum longevity and cost effectiveness,we will
explore other cost/benefit options with the City,such as Cape Seal
or thinner overlay sections at suitable locations.If necessary,we
could also prepare the plans in separate phases which could be
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The field inventory will consider pavement condition;possible repair methods;local patch repairs;
curb and gutter repairs (due to ponding and/or root displacement);sidewalk and driveways repairs;
curb access ramp improvements;crack sealing;cross gutter repairs;survey monuments;striping
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and signing;traffic signal loop detectors;speed humps;root barrier and landscaping;storm flow
paths;and curb paint.Manholes and valves will be identified and referenced on the plans.We will
document our findings and prepare a written report to the City with our recommendations.We
will meet with the City to review this document and assist in the budgeting and decision making
process.
Civil Design Services
From our Field Inventory and Pavement Analysis work,topographic survey,and geotechnical
survey,CBM will create a base plan of all streets within the project area.We will return to the
field to verify the accuracy of our base plan and update sidewalk and parkway widths,surface
topography,storm drain locations,utility information,and other details as are relevant to the scope
of work.
Specific items to be evaluated and quantified will include (as applicable):
Item
Crack Sealing
Patching
Asphalt Pavement/Asphalt Rubber Hot Mix
Cape Seal (Chip and Slurry Seal)
Construct new Curb and Gutter
Remove and replace damaged Curb and Gutter
Root Barrier
Cross-gutter
ADA Ramp
Cold Mill
Adjust Utility/Adjust Manhole
Slurry Seal Type II with 2-1/2%latex
Monument Restoration
Traffic Signal Loop Detector
Traffic Striping,markings,legends and RPM's
Remove and Paint House Number
Re-establish storm runoff flow line
Inventory of damaged/faded traffic and street signs
Unit of measurement
LF of street
SF of patching
Tons
SF
LF
LF
LF
SF
EACH
SF
EACH
ELT
EACH
EACH
LS
EACH
LF
EACH
(a)CBM will obtain and review existing record data,including street plans,utilities,traffic plans,
assessor maps,storm water runoff facility plans,street base maps,etc.Utility companies will be
requested to submit utility information,and advised to complete any planned work prior to street
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construction.
(b)The project will be documented in plan view on 24"x36"plan sheets,at a scale of 1"=40'.Finer
scale will be included in details if necessary for clarification.Typical sections and notes will
designate pavement type and thickness,materials,and cross section dimensions.Plan views will
include notes,symbols,lines,or hatching designating pavement;pavement fabric;curb access
ramps;curb &gutter repairs;driveway repairs;sidewalk repair;cross gutter repairs;ac patch
repairs;tree root pruning and/or root barriers;ac leveling course;manholes,valves,and utility
boxes in pavement;survey monuments;crack seal areas;grinds;drainage details;striping;fire
hydrant markers;speed humps;header boards;and other features as necessary for clarity or
instruction to the contractor.
Project plans will specifically include (as applicable):
Pavement thickness and calculations (per geotechnical investigation)
Location of fabric material
PCC access ramps,in accordance with City standards and ADA requirements
Reconstruction of PCC curb and gutter which may cause major disturbances in the street's
ability to convey water runoff properly
New curb and gutter construction where no curb and gutter exists
Asphalt Concrete leveling course and/or patching to address local failures and deformations
Areas to be removed and reconstructed
Areas to be crack sealed
Edge and surface milling
Alternative methods to PCC curb and gutter to maintain and route surface storm drain
runoff from street
Root barrier
Utility access covers and manholes
Traffic striping and markings,raised pavement markers
Inventory of damaged/faded traffic and street name signs
Proposed replacement limits will be marked in the field for future reference.Photographs will be
taken throughout the project area for use during design and as a pre-construction baseline
reference.
Plans will be developed using AutoCAD 2009.Plans will be submitted in printed format,and in
digital format as .dwg and .pdf files in a format compatible with the City's GIS system.
As noted,the City does not anticipate that full pavement reconstruction work will be necessary at
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this time.If it is determined that full reconstruction is necessary,additional surveying and detailed
design work can be provided at an additional cost as noted in the cost proposal.
(c)Engineer's Estimate
Upon determination and approval of pavement rehabilitation methods and extents,construction
quantities will be determined,and an estimated construction cost prepared.Costs will be based
upon nominal unit costs experienced on similar projects within the past year.The estimate will be
prepared in spreadsheet format in MS Excel.The estimate will be submitted in printed form and
digitally in .xls and .pdf formats.
(d)Technical Specifications and Special Provisions
CBM will prepare specifications and provisions as necessary to describe the project,include
adequate requirements for the work and performance of the contractor,and to define bid items.
Specifications will include provisions to conform with the Americans with Disabilities Act,National
Pollution Discharge Elimination System and Clean Water Act.It is assumed that the City will
provide the necessary environmental documentation,and notification to the SWRQCB.
Specifications will be prepared using MS Word.Specifications will be delivered to the City in
printed form and digitally in .doc and .pdf formats.
(e)Preconstruction Meeting
CBM will attend the preconstruction meeting;conduct bi-weekly meetings with City staff during
the design phase;and provide nominal additional materials or meetings as necessary to finalize the
project documents.KOA-CBM staff will be made available to answer questions of the City during
the bid period.
(f)Final Deliverables and As Built Record Plans
Plans will be provided on 24"x36"mylar material for construction,and after construction in an "as
Built"format based on marked up plans to be provided by the Contractor and/or City.
Specifications and Estimate will be printed on 8.5"x I I"bond paper.Digital files will be provided in
AutoCAD and PDF format for plans,and MS Office and Excel for specifications,tables,and
estimates on CD format.
Clerical services,minor incidental costs,travel,copying,printing,telephone,gas,computer,
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Exhibit "B"
CONSULTANT'S FEES AND PAYMENTS
Fee payment is as follows:No payment shall be made for any item of work that is done for
which the Consultant has not received a written Notice to Proceed from the City for that
item.All services will be invoiced at the close of each month on a percentage of
completion basis.Payment is to be made within thirty (30)days from receipt of invoice.
Item Amount Comments
Time and Materials not to
Field Inventory/Pavement Analysis $10,840 exceed amount (I)
Time and Materials not to
Item I -Civil Design Services exceed amount
a.Review Existing Records $8,360.00
b.Prepare Construction Plans $33,160.00
c.Prepare Engineer's Estimates $3,260.00
d.Prepare Technical Specifications and $9,520.00
Special Provisions
e.Attend Pre Construction Meeting $1,320.00
f.Final Deliverables &As builts $7,760.00
GRAND TOTAL $74,220.00
If it is determined that full reconstruction is necessary,additional surveying and detailed
design work can be provided at an additional cost.Each sheet at 40 scale will contain
approximately one thousand feet of detailed design work.The first thousand feet shall
cost $6,500.Each additional thousand feet shall cost $4,500 thereafter.
The following reimbursable items are included in Consultant's retainer fees listed above.
Thus,Consultant shall not be reimbursed beyond the retainer amounts for the following:
1.Reproduction costs (blueprints,scans,plots,photographs,etc.)of
deliverables referenced above.
2.Shipping and delivery charges.
3.Mileage to and from the City and Project site.
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and
entered into this 19th day of Ocotber,2010,by and between the City of Rancho Palos
Verdes,hereinafter referred to as "CITY,"and KDM Meridian.,hereafter referred to as
"CONSULTANT."
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 Arterial Roads Rehabilitation Project FY 09-
10.
1.2 Description of Services
CONSULTANT shall provide Mapping and Surveying services 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 the CITY,CONSULTANT
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 CONSULTANT
has not received a written Notice to Proceed.CONSULTANT 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.
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
(a)The total compensation to be paid by CITY to CONSULTANT under
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this Agreement shall not exceed one hundred two thousand eight hundred twenty six
dollars ($102,826)for any services provided.Any amount beyond the maximum total
amount of $102,826 must be approved by the City Council.
(b)CITY agrees to compensate CONSULTANT for items in Exhibit "A"for
which CITY has issued to CONSULTANT a Notice to Proceed in an amount not to exceed
the maximum amounts set forth in CONSULTANT's Fee Proposal,attached hereto as
Exhibit liB"and incorporated herein by this reference.The maximum amounts in Exhibit liB"
shall be in effect through the end of this Agreement.
(c)CONSULTANT's final invoice must be submitted within thirty (30)days
of completion of the stated scope of services.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
KDM Meridian
22541 Aspan Street,Suite C
Lake Forest,CA 92630
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the work completed in the
previous month.CITY agrees to authorize payment in accordance with Section 2.1 of this
Agreement for all undisputed invoice amounts within thirty (30)days of receipt of the
invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice
amounts within ten (10)days of the receipt of each invoice.However,CITY's failure to
timely notify CONSULTANT 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
CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.4 Term of Agreement
This Agreement shall commence on the day it is executed,provided that
Certificates of Insurance are current on that date,and this Agreement shall terminate on
June 30,2011,unless earlier terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
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3.1 Indemnification
CONSULTANT 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 reckless acts or omissions or willful misconduct of
CONSULTANT or any of CONSULTANT'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 CONSULTANT.The provisions of this
paragraph shall not apply to claims to the extent arising out of the active negligence or
willful misconduct of the CITY and its officials,officers,employees,agents and
volunteers.
In addition to the foregoing,CONSULTANT 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,recklessness or willful misconduct of the
CONSULTANT,or any of the CONSULTANT's officials,officers,agents,employees or
volunteers,in the performance of professional services pursuant to this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain,and keep in full force and effect,a policy or policies of Commercial General
Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each
occurrence and two million dollars ($2,000,000)general aggregate for bodily injury,death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement.Said policy
or policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M.Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement,carry,
maintain,and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1 ,000,000)per claim and aggregate
for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A VII or better.If a "claims
made"policy is provided,such policy shall be maintained in effect from the date of
performance of work or services on the CITY's behalf until three (3)years after the date of
work or services are accepted as completed.Coverage for the post-completion period may
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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 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.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 by the insurance carrier without thirty (30)days prior written notice to
CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b )CONSULTANT 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 CONSULTANT's expense,the
premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
on file with the CITY Clerk Certificates 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 insured.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
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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 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
Article 6.13.
(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,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 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 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
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the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,
employees,servants,attorneys,designated volunteers,and agents serving as independent
contractors in the role of CITY officials,harmless from any loss,claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal,state
or local laws,or any contractual provisions,or any laws relating to trade names,licenses,
franchises,copyrights,patents or other means of protecting intellectual property rights
and/or interests in products or inventions.CONSULTANT shall bear all costs arising from
the use of patented,copyrighted,trade secret or trademarked documents,materials,
equipment,devices or processes in connection with its provision of the services and
Written Products produced under this Agreement.In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,
shall:(a)secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;
or (b)modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement.This
covenant shall survive the termination of this Agreement.
Upon termination,abandonment or suspension of the Project,the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project.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
acceptable to the City.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be the Director of Public Works or his or her
designee and a CONSULTANT representative shall be designated by CONSULTANT 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,CONSULTANT 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.sections 200e-217),and the Americans with
Disabilities Act of 1992 (42 U.S.C.section 11200,et seq.).
6.3 Personnel
CONSULTANT represents that it has,or shall secure at its own expense,all
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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 and/or licensed in the appropriate discipline of Engineering for the work
being conducted 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 be responsible for
their services.
6.4 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.
6.5 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 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 reasonable hourly rates,as agreed by the parties.
6.6 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
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representatives with respect to any claim,demand or action arising from any unauthorized
assignment.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ,when it is appropriate and customary to
do so.Such persons and entities include,but are not necessarily limited to,surveyors,
specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.7 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 at 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.
6.8 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
CONSULTANT and supersedes all prior negotiations,representations or agreements,
either written or oral.This Agreement may be modified or amended,or provisions or
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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 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.
6.12 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,Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
To CONSULTANT:
KDM Meridian
Steve Strapac
22541 Aspan Street,Suite C
Lake Forest,CA 92630
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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
KDM Meridian
BY:-------------
BY:-------------
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY:-------------MAYOR
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EXHIBIT "A"
SCOPE OF CONTRACT SERVICES
It is the Consultant's responsibility to design all projects and perform all work in compliance
with the most stringent criteria of all applicable codes and statutes including,but not limited
to,Title 24 of the California Building Code,the Americans with Disabilities Act ("ADA"),and
the ADA Accessibility Guidelines ("ADAAG").Should any of the applicable codes or
statutes conflict,the stricter requirement shall be met.
Upon written Notice to Proceed from the City regarding an item of work described below,
Consultant shall perform with due diligence the services included in that item.No work
shall be done on any item of this Exhibit for which the Consultant has not received a
written Notice to Proceed for that item.All work shall be authorized by and coordinated
with the City's Director of Public Works or his or her designee.
Upon written Notice to Proceed from the City,the services Consultant may provide are:
Scope of Services (In accordance with project proposal)
1)Meetings
a)Meet with CBM staff,to review and discuss project objectives,project schedule,
scope of work,method of approach and coordination.
2)Research of Record Information
a)Obtain information and mapping from the Los Angeles County Surveyor's office.
3)Control Data
a)Horizontal:California State Plane Zone 5 (NAD83).
b)Vertical:County of Los Angeles bench mark (NAVD 88).
4)Topographic Base Mapping -Reaches 1 through 3 (Rancho Palos Verdes Drive South)
a)Aerial Photogrammetry
i)Set aerial targets.
ii)Perform controlling GPS and conventional surveys.
iii)Generate aerial topographic mapping of Rancho Palos Verdes Drive South from RIW
to RIW within limits as described in the RFP.Mapping will be at a scale of 1"=40'
with a 1-foot contour interval and include a DTM.
b)Field Survey:
i)Control Survey:Locate/survey horizontal &vertical control.
ii)*Include five (5)1O-hour days in the project budget as a contingency to collect
additional field survey data as directed by the Engineer (approximately five hours
each for ten intersections).
5)Topographic Base Mapping -Reaches 4 and 5 (Rancho Palos Verdes Drive East &
Miraleste Drive)
a)Aerial Photogrammetry
i)Set aerial targets.
ii)Perform controlling GPS and conventional surveys.
iii)Generate aerial topographic mapping of Rancho Palos Verdes Drive East &Miraleste
Drive from RIW to RIW within limits as described in the RFP.Mapping will be at a
scale of 1"=40'planimetric only (no contours).
b)Field Survey:
i)Control Survey:Locate/survey horizontal &vertical control.
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ii)**Include five (5)10-hour days in the project budget as a contingency to collect
additional field survey data as directed by the Engineer (conditional upon areas and
ability to collect data).
6)Mapping
a)Topographic
i)Prepare standard mapping of survey detail collected.
7)Deliverables to consist of:
a)AutoCAD drawing files at 1"=40'of survey information collected,with l'contours.
b)No drawn cross-sections are included in this scope and fees.
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Exhibit "B"
CONSULTANT'S FEES AND PAYMENTS
Fee payment is as follows:No payment shall be made for any item of work that is done for
which the Consultant has not received a written Notice to Proceed from the City for that
item.All services will be invoiced at the close of each month on a percentage of
completion basis.Payment is to be made within thirty (30)days from receipt of invoice.
KDMM Fees:
Reaches 1 - 3 (Rancho Palos Verdes Drive South,12,930 LF +/-)
Surveying &Mapping
*Option Augmentation Survey
$29,673
$18,405
Reaches 4 &5 (Rancho Palos Verdes Drive East &Miraleste Drive,34,400 LF +/-)
Surveying &Mapping
**Option Conditional Augmentation Survey
$36,343
$18,405
KDMM will comply with prevailing wage rates requirements and submit certified payroll as
requested.Our attached hourly rate schedule is for prevailing wage projects.
The following reimbursable items are included in Consultant's retainer fees listed above.
Thus,Consultant shall not be reimbursed beyond the retainer amounts for the following:
1.Reproduction costs (blueprints,scans,plots,photographs,etc.)of
deliverables referenced above.
2.Shipping and delivery charges.
3.Mileage to and from the City and Project site.
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PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and
entered into this 19th day of Ocotber,2010,by and between the City of Rancho Palos
Verdes,hereinafter referred to as "CITY,"and Geo Environmental Inc.,hereafter referred
to as "CONSULTANT."
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 Arterial Roads Rehabilitation Project FY 09-
10.
1.2 Description of Services
CONSULTANT shall provide geotechnical engineering services 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 the CITY,CONSULTANT
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 CONSULTANT
has not received a written Notice to Proceed.CONSULTANT 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.
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
(a)The total compensation to be paid by CITY to CONSULTANT under
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this Agreement shall not exceed forty one thousand nine hundred ten dollars ($41 ,910)for
any services provided.Any amount beyond the maximum total amount of $41 ,910 must
be approved by the City Council.
(b)CITY agrees to compensate CONSULTANT for items in Exhibit "A"for
which CITY has issued to CONSULTANT a Notice to Proceed in an amount not to exceed
the maximum amounts set forth in CONSULTANT's Fee Proposal,attached hereto as
Exhibit "B"and incorporated herein by this reference.The maximum amounts in Exhibit "B"
shall be in effect through the end of this Agreement.
(c)CONSULTANT's final invoice must be submitted within thirty (30)days
of completion of the stated scope of services.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
GeoEnvironmental
Dr.Farhat Siddiqi
2691 Richter Avenue,Suite 127
Irvine,CA 92606
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the work completed in the
previous month.CITY agrees to authorize payment in accordance with Section 2.1 of this
Agreement for all undisputed invoice amounts within thirty (30)days of receipt of the
invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice
amounts within ten (10)days of the receipt of each invoice.However,CITY's failure to
timely notify CONSULTANT 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
CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.4 Term of Agreement
This Agreement shall commence on the day it is executed,provided that
Certificates of Insurance are current on that date,and this Agreement shall terminate on
June 30,2011,unless earlier terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
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3.1 Indemnification
CONSULTANT 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 reckless acts or omissions or willful misconduct of
CONSULTANT or any of CONSULTANT'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 CONSULTANT.The provisions of this
paragraph shall not apply to claims to the extent arising out of the active negligence or
willful misconduct of the CITY and its officials,officers,employees,agents and
volunteers.
In addition to the foregoing,CONSULTANT 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 ~y negligence,recklessness or willful misconduct of the
CONSULTANT,or any of the CONSULTANT's officials,officers,agents,employees or
volunteers,in the performance of professional services pursuant to this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain,and keep in full force and effect,a policy or policies of Commercial General
Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each
occurrence and two million dollars ($2,000,000)general aggregate for bodily injury,death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement.Said policy
or policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M.Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement,carry,
maintain,and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1 ,000,000)per claim and aggregate
for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A VII or better.If a "claims
made"policy is provided,such policy shall be maintained in effect from the date of
performance of work or services on the CITY's behalf until three (3)years after the date of
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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 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.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 by the insurance carrier without thirty (30)days prior written notice to
CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b )CONSULTANT 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 CONSULTANT's expense,the
premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
on file with the CITY Clerk Certificates 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 insured.
3.8 Primary Coverage
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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
Article 6.13.
(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,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 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 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
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any intellectual property right exists,including computer software,used in the rendering of
the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,
employees,servants,attorneys,designated volunteers,and agents serving as independent
contractors in the role of CITY officials,harmless from any loss,claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal,state
or local laws,or any contractual provisions,or any laws relating to trade names,licenses,
franchises,copyrights,patents or other means of protecting intellectual property rights
and/or interests in products or inventions.CONSULTANT shall bear all costs arising from
the use of patented,copyrighted,trade secret or trademarked documents,materials,
equipment,devices or processes in connection with its provision of the services and
Written Products produced under this Agreement.In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined ,CONSULTANT,at its expense,
shall:(a)secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;
or (b)modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement.This
covenant shall survive the termination of this Agreement.
Upon termination,abandonment or suspension of the Project,the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project.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
acceptable to the City.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be the Director of Public Works or his or her
designee and a CONSULTANT representative shall be designated by CONSULTANT 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,CONSULTANT 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.sections 200e-217),and the Americans with
Disabilities Act of 1992 (42 U.S.C.section 11200,et seq.).
6.3 Personnel
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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 and/or licensed in the appropriate discipline of Engineering for the work
being conducted 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 be responsible for
their services.
6.4 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.
6.5 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 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 reasonable hourly rates,as agreed by the parties.
6.6 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
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harmless,defend and indemnify the CITY and its officers,officials,employees,agents and
representatives with respect to any claim,demand or action arising from any unauthorized
assignment.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ,when it is appropriate and customary to
do so.Such persons and entities include,but are not necessarily limited to,surveyors,
specialized consultants,and testing laboratories.CONSULTANT's use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.7 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 at 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.
6.8 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
CONSULTANT and supersedes all prior negotiations,representations or agreements,
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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 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.
6.12 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,Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
To CONSULTANT:
GeoEnvironmental
Dr.Farhat Siddiqi
2691 Richter Avenue,Suite 127
Irvine,CA 92606
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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
Geo-Environmental
BY:-------------
BY:-------------
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY:-------------MAYOR
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EXHIBIT "A"
SCOPE OF CONTRACT SERVICES
It is the Consultant's responsibility to design all projects and perform all work in compliance
with the most stringent criteria of all applicable codes and statutes including,but not limited
to,Title 24 of the California Building Code,the Americans with Disabilities Act (UADA"),and
the ADA Accessibility Guidelines (UADAAG").Should any of the applicable codes or
statutes conflict,the stricter requirement shall be met.
Upon written Notice to Proceed from the City regarding an item of work described below,
Consultant shall perform with due diligence the services included in that item.No work
shall be done on any item of this Exhibit for which the Consultant has not received a
written Notice to Proceed for that item.All work shall be authorized by and coordinated
with the City's Director of Public Works or his or her designee.
1.0 SCOPE OF GEOTECHNICAL INVESTIGATION SERVICES (In accordance with the
project proposal)
The City needs a geotechnical firm to perform a geotechnical investigation and prepare a report for
pavement engineering design.GEl proposes to perform a geotechnical investigation to determine the
conditions of the existing pavement including overlay,base course,and subgrade soils,and provide
recommendations for pavement structural section design and special treatments/strategies for pavement
construction.The investigation will include a site visit by a representative of GEl to evaluate the existing
condition of the pavement,medians,curbs,gutters,driveway approaches,and sidewalks.Additionally,the
geotechnical investigation will include collection of bulk and undisturbed soil samples from the site,
laboratory testing,engineering analyses,and the preparation of report presenting recommendations for the
improvements planned on each street segment.The scope of our investigation will consist of five (5)tasks:
(I)data review/coordination,(2)field investigation,(3)laboratory testing,(4)engineering analyses,and (5)
report preparation.These tasks are briefly described below.
Task I -Data Review/Coordination -Available geotechnical and geological data regarding the project sites
and surrounding areas will be reviewed to assess the expected soil conditions at the sites.The data review
will include the review of published geologic maps and grading reports for the sites and other geotechnical
data contained in our in-house files,and in City/County files.City records to be reviewed will include any
existing improvement plans,topographic data,maps,as-constructed drawings,utility plans,reports,aerial
photographs,and other pertinent information necessary for the projects.At least two (2)working days
before the fieldwork,GEl will obtain all necessary state,federal,local,and other permits and licenses as
necessary.
Task 2 -Field Investigation -The field investigation will consist of two (2)parts:a site reconnaissance and
a subsurface exploration.The site reconnaissance will include examination of the project sites to evaluate
existing improvements,and gain familiarity with the sites and specific pavement conditions,especially
potential construction areas.The reconnaissance will include examination of the condition of the pavement,
and determination of any damaged,raised,or sunken curbs,gutters,sidewalks,curb returns,driveway
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approaches,or other needed concrete improvements within the public right-of-way.Results of the site
reconnaissance will be used to select the boring locations for the proposed subsurface exploration.Locations
of borings will be distributed over the street length and between lanes as appropriate to provide the
apparent pavement construction history in travel lanes based on the results of the field exploration.The
proposed boring locations will be marked in white and Underground Service Alert (USA)will be notified for
coordinating with utility companies to locate and field-mark existing substructures.The markings provided by
USA will be used to ensure the protection of any identified existing utilities.Following the notification to
USA,the field investigation will be performed.
The field investigation will include exploration of the project street segments to secure undisturbed and bulk
soil samples for laboratory analysis of the subgrade soils supporting the pavement sections.The borings will
be drilled by utilizing either a 6-inch or an 8-inch diameter truck-mounted hollow-stem auger drill rig.The
soils borings will be drilled to a maximum depth of 4.0 feet below the existing ground surface or to the depth
of refusal.The depths of the proposed borings may change depending on the materials encountered during the field
investigation.Boreholes will be backfilled with soil cuttings generated from the same boring,compacted to
approximately 90%relative compaction,and patched with cold asphalt immediately after the final soil samples
are retrieved.GEl will provide all necessary traffic control while performing fieldwork in accordance with the
Work Area Traffic Control Handbook 2009 (WATCH)Manual,11 th Edition.The traffic control and
detouring will provide for continuous driveway and pedestrian access to businesses and residents at all times.
Geologic logs of boring activities exhibiting soil classification of each stratum in accordance with the Unified
Soil Classification System (USCS),ASTM 2487-93,will be prepared by a representative of GEl.The logs will
include all pertinent information regarding the existing structural sections,including existing AC and PCC
improvements,boring depth and location,sample collection depth,USCS group name,USCS group symbol,
color as determined by Munsell Soil Color Charts,grain size distribution,plasticity index,moisture content
and dry density of drive samples,the elevation of the water table (including the depth of saturated soil or
groundwater)if encountered,and caving potential and/or sloughing conditions.During drilling,the
classifications,thicknesses,and material types of any existing subgrade soils,AC,overlay,PCC,AB,and fabric
or other interlayers will be noted.
Undisturbed drive samples will be collected at approximately 2.5 feet below the existing ground surface
during drilling operations;additional drive samples will be taken at changes in lithology or if unusual
conditions are encountered.Relatively undisturbed ring samples will be obtained using a Modified California
Sampler (2.4 inches inside diameter and 3.0 inches outside diameter)lined with thin-walled sample rings.The
sampler will be driven into the bottom of a borehole with successive drops of a 140-pound hammer falling 30
inches.The number of successive drops of the driving weight (blows)required for one (I)foot of
penetration will be shown on the boring logs.Bulk samples from soil cuttings generated during the drilling
activities will be collected at depths up to approximately 4.0 feet below the existing ground surface,and
placed in plastic bags.The samples from the borings will be tested in the laboratory as described in Task 3.
Task 3-Laboratory Testing-Disturbed bulk and relatively undisturbed drive soil samples collected during
the proposed field investigation will be examined in the laboratory to confirm field classifications.Selected
samples from the borings will be tested to help evaluate engineering properties of the subsurface soils,
including in-situ moisture content and dry density,classification testing including grain-size distribution and
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plasticity/expansive characteristics,compaction characteristics (maximum dry density and optimum water
content)by modified proctor testing,corrosive properties (resistivity,pH,soluble sulfates,and chloride),and
R-Value.The numbers and types of tests will depend upon the soils encountered and the planned
improvements at the sample location.Results of all laboratory testing performed on bulk and drive samples
of the subsurface soils will be included in the appendix of the engineering report prepared for the project
street segments.The proposed laboratory-testing program is outlined in the Fee Estimates prepared for each
project.
Task 4 -Engineering Analysis -Engineering analyses will be performed upon completion of the laboratory
testing.Results from the field and laboratory testing,site reconnaissance,and GEl's experience will be the
basis for the engineering analyses.GEl will provide engineering conclusions and recommendations for the
following:
•Characteristics and extent of the subsurface materials encountered;
•Suitability of the onsite soils for use as fill material;
•Thickness and competence of existing fill,if any;
•Nature of bedrock,if encountered;
•Presence of groundwater or seepage (groundwater table depth,if encountered);
•Removal of loose or undesirable material;
•Structural backfill specifications and compaction using excavated or imported material;
•Grading specifications;
•Various pavement structural section designs;and
•Site preparation for the proposed construction.
Task 5 -Report Preparation -A pavement evaluation geotechnical engineering report will be prepared at
the conclusion of the investigation to aid in the preparation of earthwork grading plans.The report will
describe GEl's purpose,methods and procedures used to conduct the field exploration (including sampling
collection methods),investigation findings (soil characteristics),geotechnical engineering
conclusions/recommendations regarding appropriate construction methods,recommendations,and
supporting laboratory testing procedures and results.The report will provide foundation design parameters,
trenching recommendations,compaction requirements,subgrade preparation,and treatment
recommendations for wet,unsuitable,and/or saturated conditions.It will also provide the depths and
estimated quantity of needed over-excavation.The report will provide complete information regarding the
thicknesses of the existing AC and AB,plasticity characteristics and grain-size distribution of the subgrade
soil,and recommendations for the planned improvements at the project sites.The engineering report will
include typed geologic boring logs,geotechnical laboratory reports,site location maps,boring location maps,
and other pertinent data and information.All referenced geotechnical reports used in the preparation of the
report will be listed in the appendix.Three (3)wet-signed bound copies and one (I)black and white Portable
Document Format (PDF)version of the final report will be submitted.
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Exhibit "B"
CONSULTANT'S FEES AND PAYMENTS
Fee payment is as follows:No payment shall be made for any item of work that is done for
which the Consultant has not received a written Notice to Proceed from the City for that
item.All services will be invoiced at the close of each month on a percentage of
completion basis.Payment is to be made within thirty (30)days from receipt of invoice.
_:::1
GEO-ENVIIWNMENTAL.INC.
caJlran.e....lnod
DBE Firm
TABLE NO.1
FEE ESTIMATE
Engineering Design Services for the City ofRancho Paios Verdes'
Arteriai Roads Rehabilitation Project for.Fiscal Year 2010-2011
Geotechnical Investigation SeIVices
GEl Proposal No.10-124
Wednesday,September 29,2010
.l.!J:lita.!llW ~.l.!Di.l..I.lll I£lial
1.Project Management/Site ReconlMark Boringsllnteraction with Underground Service Alert/Obtaining No-Fee Permits
StaffEngineer &.Geologist"12 $85.00 $1,020.00
Vehicle and Equipment (daily tee)2 $100.00 $200.00
Unsigned Traffic Control Plan 0 $500.00 $0.00
Traffic Control Plan Prepared/Stamped by Licensed Traffic Engineer 0 $3,000.00 $0.00
$1,220.00
2.Field Investigation (A total 0151 borings.Maximum depth of4.0feet)
Engineering Technician (Prevailing Wage)"56 $80.00 $4,480.00
Hollow Stem Auger Drill Rig Contractor (Prevailing Wage)"56 $295.00 $16,520.00
Single Monitored Moving Lane Closure (Prevailing Wage)(daily fee)7 $835.00 $5,845.00
Drilling Supplies 7 $100.00 $700.00
Vehicle and Equipment 7 $100.00 $700.00
Cold Patch Asphalt 27 $15.00 $405.00
3.Laboratory Testing
Moisture Content &.Dry Density (Ring)-ASTM 02937 51 $15.00 $765.00
Sand Equivalent -CT217 or ASTM 02419 5 $65.00 $325.00
Grain Size Analysis -ASTM 0422 30 $80.00 $2,400.00
Direct Shear,Consolidated-Drained (CD)-per point 0 $85.00 $0.00
Atterberg Limits (LL&PL)-ASTM 04318-084 or CT204 30 $90.00 $2,700.00
Expansion Index -ASTM 0-4829-08 5 $90.00 $450.00
Max.Density/Opt.Moisture -ASTM 01557 (Methods A &.B)9 $130.00 $1,170.00
Consolidation -ASTM 02435 (Method A)0 $160.00 $0.00
Corrosion Package (S04,Cl,pH,Resistivity)5 $205.00 $1,025.00
R-Value (Untreated Soil)-CT301 or ASTM 02844 5 $270.00 $1,350.00
4.Summarization ofDatalData AnalyslslReport Preparation
Principal Engineer &.Geologist 3 $155.00 $465.00
Staff Engineer &.Geologist 8 $85.00 $680.00
Drafter/CAD Operator 6 $70.00 $420.00
Technical Word Processor 2 $45.00 $90.00
Color Report Reproduction 3 $50.00 $150.00
Portable Document Format (PDF)Black and White Report Production 1 $50.00 $50.00
..Traveltime and mobilization are included
Total Estimated Cost
$28,650.00
$10,185.00
$1,855.00
$41,910.00
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The following reimbursable items are included in Consultant's retainer fees listed above.
Thus,Consultant shall not be reimbursed beyond the retainer amounts for the following:
1.Reproduction costs (blueprints,scans,plots,photographs,etc.)of
deliverables referenced above.
2.Shipping and delivery charges.
3.Mileage to and from the City and Project site.
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