20170718 Late Correspondence
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: CITY CLERK
DATE: JULY 18, 2017
SUBJECT: ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
_____________________________________________________________________
Attached are revisions/additions and/or amendments to the agenda material presented
for tonight’s meeting.
Item No. Description of Material
H Revised Attachment A (Sully-Miller Contracting Company
Agreement)
L Revised Attachment A (Cotton, Shires and Associates Service
Agreement)
** PLEASE NOTE: Materials attached after the color page(s) were submitted
through Monday, July 17 , 2017**.
Respectfully submitted,
_____________________
Emily Colborn
W:\01 City Clerk\LATE CORRESPONDENCE\2017 Cover Sheets\20170718 additions revisions to agenda.doc
PUBLIC WORKS AGREEMENT
by and between
CITY OF RANCHO PALOS VERDES
and
SULLY-MILLER CONTRACTING COMPANY
for
RESIDENTIAL STREET REHABILITATION PROJECT PHASE I
AREA 7 PCC IMPROVEMENTS AND AC REPAIRS
ITEM H A-1
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SULLY-MILLER CONTRACTING COMPANY
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and
entered into this 18th day of July 2017 by and between the City of Rancho Palos Verdes, a California
municipal corporation (“City”) and Sully-Miller Contracting Company, a Delaware corporation
(“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or
“Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms of
that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Agreement, the Contractor shall
provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or “work”
hereunder. As a material inducement to the City entering into this Agreement, Contractor represents
and warrants that it has the qualifications, experience, and facilities necessary to properly perform
the work required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Contractor shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Contractor covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest
01203.0006/391214.3 1
A-2
professional standards” shall mean those standards of practice recognized by one or more first-class
firms performing similar work under similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the “General Provisions” and “Special Provisions”
in the bid documents for the project entitled Residential Street Rehabilitation Project Phase I
Area 7 PCC Improvements and AC Repairs, Project No. 004917, including any documents or
exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by
this reference. In the event of any inconsistency between the terms of the bid documents and this
Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services
hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City
and any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed
under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this
Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing
with Section 1720) of the California Labor Code relating to public works contracts and the rules and
regulations established by the Department of Industrial Relations (“DIR”) implementing such
statutes. The work performed under this Agreement is subject to compliance monitoring and
enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any interested
party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a
copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per
diem wages, and Contractor shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply
with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or
portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the
work or craft in which the worker is employed for any public work done pursuant to this Agreement
by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as specified in
01203.0006/391214.3 2
A-3
Section 1776; certify and make such payroll records available for inspection as provided by Section
1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the
provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations
Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its
subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours
performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours
labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be
bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work
excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Contractor or by any subcontractor
for each calendar day during which such worker is required or permitted to work more than eight (8)
hours in any one calendar day and forty (40) hours in any one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code
section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and
forty (40) hours during any one week shall be permitted upon public work upon compensation for all
hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate
of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and
3700 provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every
employer to be insured against liability for workers' compensation or to undertake
self-insurance in accordance with the provisions of that code, and I will comply with
such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every
subcontractor who will perform work under this Agreement, Contractor shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code, and shall make such compliance a requirement in any contract with any
subcontractor for work under this Agreement. Contractor shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor's compliance, including
01203.0006/391214.3 3
A-4
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations, and approvals as may be required by law for the performance of the services required
by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and
taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are
necessary for the Contractor’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such
fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i)
has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that Contractor has or will investigate the
site and is or will be fully acquainted with the conditions there existing, prior to commencement of
services hereunder.
(b) Contractor shall promptly, and before the following conditions are
disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous
waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I,
II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions,
materially different from those indicated; or (iii) unknown physical conditions at the site of any
unusual nature, different from those ordinarily encountered and generally recognized as inherent in
work of the character provided for in this Agreement, and will materially affect the performance of
the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the
conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in
Contractor's cost of, or the time required for, performance of any part of the work, shall issue a
change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether
the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not
be excused from any scheduled completion date set, but shall proceed with all work to be performed
under the Agreement. Contractor shall retain any and all rights provided either by contract or by law,
which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government
Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
01203.0006/391214.3 4
A-5
1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and maintaining
storage facilities, during the life of the Agreement to furnish continuous protection to the work, and
the equipment, materials, papers, documents, plans, studies and/or other components thereof to
prevent losses or damages, and shall be responsible for all such damages, to persons or property,
until acceptance of the work by City, except such losses or damages as caused by City’s own
negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not,
without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which
have been installed or delivered and which may be necessary for the completion of the work.
1.8 Warranty.
Contractor warrants all work under the Agreement (which for purposes of this Section
shall be deemed to include unauthorized work which has not been removed and any non-conforming
materials incorporated into the work) to be of good quality and free from any defective or faulty
material and workmanship. Contractor agrees that for a period of one year (or the period of time
specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer
or supplier of equipment or materials incorporated into the work, whichever is later) after the date of
final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of
any defect in the work or non-conformance of the work to the Agreement, commence and prosecute
with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense.
Contractor shall act as soon as requested by the City in response to an emergency. In addition,
Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or
work of other contractors) damaged by its defective work or which becomes damaged in the course
of repairing or replacing defective work. For any work so corrected, Contractor's obligation
hereunder to correct defective work shall be reinstated for an additional one year period,
commencing with the date of acceptance of such corrected work. Contractor shall perform such tests
as the City may require to verify that any corrective actions, including, without limitation, redesign,
repairs, and replacements comply with the requirements of the Agreement. All costs associated with
such corrective actions and testing, including the removal, replacement, and reinstitution of
equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor.
All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any
portion of the work, whether express or implied, are deemed to be obtained by Contractor for the
benefit of the City, regardless of whether or not such warranties and guarantees have been
transferred or assigned to the City by separate agreement and Contractor agrees to enforce such
warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to
perform its obligations under this Section, or under any other warranty or guaranty under this
Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and
replace any defective or non-conforming work and any work damaged by such work or the
replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully
reimburse the City for any expenses incurred hereunder upon demand.
1.9 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
01203.0006/391214.3 5
A-6
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the
other.
1.10 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the services,
without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written change order is first given by the Contract Officer to the Contractor,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this
Agreement, which said adjustments are subject to the written approval of the Contractor (“Change
Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to
commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or
$25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180)
days; and does not materially affect the Work and which are not detrimental to the Work or to the
interest of the City, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in accordance
with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule
of Compensation do not cover the type of work in the Change Order, the cost of such work shall not
exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost
of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order
completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and
subcontractors performing the work for the Change Order at the time such work is done. The use of
labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to
Contractor or lowest current price which such materials and equipment are reasonably available at
the time the work is done, whichever is lower.
(iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide
a daily report that includes invoices for labor, materials and equipment costs for the work under the
Change Order. The daily report must include: list of names of workers, classifications, and hours
worked; description and list of quantities of materials used; type of equipment, size, identification
number, and hours of operation, including loading and transportation, if applicable; description of
other City authorized services and expenditures in such detail as the City may require. Failure to
submit a daily report by the close of the next working day may, at the City’s sole and absolute
discretion, waive the Contractor’s rights for that day.
(d) It is expressly understood by Contractor that the provisions of this Section 1.10
shall not apply to services specifically set forth in the Scope of Work. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work
01203.0006/391214.3 6
A-7
may be more costly or time consuming than Contractor anticipates and that Contractor shall not be
entitled to additional compensation therefor. City may in its sole and absolute discretion have similar
work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part
hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor
the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed One Million, Four Hundred-Nineteen, Three Hundred and Thirty-
One Dollars ($1,419,331) (the “Contract Sum”), unless additional compensation is approved
pursuant to Section 1.10.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion,
(ii) payment in accordance with specified tasks or the percentage of completion of the services less
the contract retention;, (iii) payment for time and materials based upon the Contractor’s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and
only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of
Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the
performance of the work with City is a critical component of the services. If Contractor is required to
attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any
additional compensation for attending said meetings.
01203.0006/391214.3 7
A-8
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month in a form approved by City’s Director
of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary
and actual expenses by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by
such categories. Contractor shall not invoice City for any duplicate services performed by more than
one person.
City shall, as soon as practicable, independently review each invoice submitted by the
Contractor to determine whether the work performed and expenses incurred are in compliance with
the provisions of this Agreement. Except as to any charges for work performed or expenses incurred
by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor
to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however,
Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot
guarantee that payment will occur within this time period. In the event that City does not cause
Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted
invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public
Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the
original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by
the City, for correction and resubmission. Returned invoices shall be accompanied by a document
setting forth in writing the reasons why the payment request was rejected. Review and payment by
the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or
remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
“Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference.
When requested by the Contractor, extensions to the time period(s) specified in the Schedule of
Performance may be approved in writing by the Contract Officer but not exceeding one hundred
eighty (180) days cumulatively.
01203.0006/391214.3 8
A-9
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within
ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes
of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the
time for performing the services for the period of the enforced delay when and if in the judgment of
the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover
damages against the City for any delay in the performance of this Agreement, however caused,
Contractor’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Inspection and Final Acceptance.
City may inspect and accept or reject any of Contractor’s work under this Agreement,
either during performance or when completed. City shall reject or finally accept Contractor’s work
within forty-five (45) days after submitted to City. City shall accept work by a timely written
acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be
conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to
amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the
provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty
and indemnification and insurance, respectively.
3.5 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not exceeding
one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as being
the principals and representatives of Contractor authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
________________________ ________________________
Dennis Gansen ___________ Vice President ____________
(Name) (Title)
01203.0006/391214.3 9
A-10
It is expressly understood that the experience, knowledge, capability and reputation of
the foregoing Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive
direction and control of the Principals. For purposes of this Agreement, the Principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the
stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the
services required under this Agreement. Contractor shall notify City of any changes in Contractor’s
staff and subcontractors, if any, assigned to perform the services required under this Agreement,
prior to and during any such performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Contractor shall not at any time or in any manner represent
that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials,
officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers,
employees or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, Principal Engineer, or Terry Rodrigue,
Director of Public Works, or such person as may be designated by the City Manager. It shall be the
Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the
performance of the services and the Contractor shall refer any decisions which must be made by City
to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if
specified in writing by the City Manager, to sign all documents on behalf of the City required
hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner,
mode or means by which Contractor, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision
or control of Contractor’s employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Contractor shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Contractor shall not at any time
or in any manner represent that it or any of its agents or employees are agents or employees of City.
01203.0006/391214.3 10
A-11
City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its
business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. All subcontractors shall obtain,
at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the
City) as may be required by law for the performance of any services or work under this Agreement.
In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed,
hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors
or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include
the transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Contractor, taking all transfers into account on a
cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any
surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
The Contractor shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis
for bodily injury, personal injury and property damage. The policy of insurance shall be in an
amount not less than $1,000,000 per occurrence or if a general aggregate limit is used, then the
general aggregate limit shall be twice the occurrence limit.
(b) Workers Compensation Insurance. A policy of workers compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by or
any persons retained by the Contractor in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto”
and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any
automobile.
01203.0006/391214.3 11
A-12
(d) Professional Liability. Professional liability insurance appropriate to
the Contractor’s profession. This coverage may be written on a “claims made” basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Contractor’s services or the termination of this
Agreement. During this additional 5-year period, Contractor shall annually and upon request of the
City submit written evidence of this continuous coverage.
(e) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit “B”.
(f) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the
City, its elected and appointed officers, employees and agents as additional insureds and any
insurance maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Contractor’s insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary insured
does not satisfy the self-insured retention, any additional insured may satisfy the self-insured
retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by
certified mail return receipt requested to the City. In the event any of said policies of insurance are
cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in
conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided
the City with Certificates of Insurance, additional insured endorsement forms or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of Insurance or
binders are approved by the City. City reserves the right to inspect complete, certified copies of and
endorsements to all required insurance policies at any time. Any failure to comply with the reporting
or other provisions of the policies including breaches or warranties shall not affect coverage
provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following “cancellation” notice:
01203.0006/391214.3 12
A-13
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Agent’s Initials
City, its respective elected and appointed officers, directors, officials, employees,
agents and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Contractor performs; products and completed operations of Contractor; premises owned,
occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor.
The coverage shall contain no special limitations on the scope of protection afforded to City, and
their respective elected and appointed officers, officials, employees or volunteers. Contractor’s
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City.
At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Contractor agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
the Contractor may be held responsible for the payment of damages to any persons or property
resulting from the Contractor’s activities or the activities of any person or persons for which the
Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as
provided in Section 5.3.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Contractor is required to
maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may
be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities provided herein of Contractor, its officers,
employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is
legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful
01203.0006/391214.3 13
A-14
misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to
perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City,
its officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Contractor
hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party
to any action or proceeding filed or prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights,
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is
not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate similar indemnity agreements with its subcontractors and
if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Contractor in the performance of professional services
and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as
a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by
law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design
professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the
negligence, recklessness or willful misconduct of the design professional. The indemnity obligation
shall be binding on successors and assigns of Contractor and shall survive termination of this
Agreement.
5.4 Notification of Third-Party Claims.
City shall timely notify Contractor of the receipt of any third-party claim relating to
the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs
incurred in providing such notification.
01203.0006/391214.3 14
A-15
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the City,
the following:
(a) A performance bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the faithful performance of this
Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the payment of all persons
furnishing labor and/or materials in connection with the work under this Agreement.
Both the performance and labors bonds required under this Section 5.5 shall contain
the original notarized signature of an authorized officer of the surety and affixed thereto shall be a
certified and current copy of his power of attorney. The bond shall be unconditional and remain in
force during the entire term of the Agreement and shall be null and void only if the Contractor
promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and
materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated “A” or better in the most recent edition of
Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager of
the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3
years duration, or in the event the Risk Manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk
Manager.
5.7 Substitution of Securities.
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent
securities for any funds withheld to ensure performance under this Agreement may be permitted at
the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an
escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of
retentions funds earned directly to the escrow agent at the sole expense of the Contractor.
5.8 Release of Securities.
City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided
evidence of satisfaction of all other requirements under Article 5 of this Agreement;
01203.0006/391214.3 15
A-16
(b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be
made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor
Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as
required by applicable law.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of
payroll records in compliance with all applicable laws, or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as shall
be necessary to perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. Any and all such documents shall be maintained in
accordance with generally accepted accounting principles and shall be complete and detailed. The
Contract Officer shall have full and free access to such books and records at all times during normal
business hours of City, including the right to inspect, copy, audit and make records and transcripts
from such records. Such records shall be maintained for a period of 3 years following completion of
the services hereunder, and the City shall have access to such records in the event any audit is
required. In the event of dissolution of Contractor’s business, custody of the books and records may
be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding
the above, the Contractor shall fully cooperate with the City in providing access to the books and
records if a public records request is made and disclosure is required by law including but not limited
to the California Public Records Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer shall
require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work
and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if
Contractor becomes aware of any facts, circumstances, techniques, or events that may or will
materially increase or decrease the cost of the work or services contemplated herein or, if Contractor
is providing design services, the cost of the project being designed, Contractor shall promptly notify
the Contract Officer of said fact, circumstance, technique or event and the estimated increased or
decreased cost related thereto and, if Contractor is providing design services, the estimated increased
or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data,
notes, computer files, reports, records, documents and other materials (the “documents and
materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of
this Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for
01203.0006/391214.3 16
A-17
further employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Contractor will be at the City’s sole risk and without
liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse
or assignment. Contractor may retain copies of such documents for its own use. Contractor shall
have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Contractor fails
to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
Moreover, Contractor with respect to any documents and materials that may qualify as “works made
for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works
made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written authorization
from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City shall
have the right to reimbursement and indemnity from Contractor for any damages, costs and fees,
including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery request,
court order or subpoena from any party regarding this Agreement and the work performed there
under. City retains the right, but has no obligation, to represent Contractor or be present at any
deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided by
Contractor. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
01203.0006/391214.3 17
A-18
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and
to performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles,
State of California.
7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms
of this Agreement, the City shall not have any obligation or duty to continue compensating
Contractor for any work performed after the date of default. Instead, the City may give notice to
Contractor of the default and the reasons for the default. The notice shall include the timeframe in
which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be
extended, though not reduced, if circumstances warrant. During the period of time that Contractor is
in default, the City shall hold all invoices and shall proceed with payment on the invoices only when
the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of
the outstanding invoices during the period of default. If Contractor does not cure the default, the City
may take necessary steps to terminate this Agreement under this Article. Any failure on the part of
the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the
City’s legal rights or any rights arising out of any provision of this Agreement.
(b) Dispute Resolution. This contract is subject to the provisions of Article
1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code
regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain
procedures for the filing of claims and supporting documentation by the Contractor, for the response
to such claims by the City, for a mandatory meet and confer conference upon the request of the
Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for
mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This
Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation
under this Agreement. In the event that any claim is made by a third party, the amount or validity of
which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis
for a claim of lien, City may withhold from any payment due, without liability for interest because of
01203.0006/391214.3 18
A-19
such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right
to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure,
indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the
provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any
waiver by either party of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law
or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and
910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of this
Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of
Four Thousand and Six Hundred Dollars ($4,600) as liquidated damages for each working day of
delay in the performance of any service required hereunder, as specified in the Schedule of
Performance (Exhibit “D”). The City may withhold from any monies payable on account of services
performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section
4215, Contractor shall not be assessed liquidated damages for delay in completion of the project
when such delay was caused by the failure of the public agency or owner of the utility to provide for
removal or relocation of utility facilities.
01203.0006/391214.3 19
A-20
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically
provided in the following Section for termination for cause. The City reserves the right to terminate
this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor,
except that where termination is due to the fault of the Contractor, the period of notice may be such
shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the
right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written
notice to City, except that where termination is due to the fault of the City, the period of notice may
be such shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date of the
notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract Officer,
except as provided in Section 7.3. In the event the Contractor has initiated termination, the
Contractor shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity to cure pursuant to
Section 7.2.
7.9 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds the compensation
herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and
City may withhold any payments to the Contractor for the purpose of set-off or partial payment of
the amounts owed the City as previously stated.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to
any action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees
on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed
to have accrued on commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment.
7.11 Unfair Business Practices Claims.
In entering into this Agreement, Contractor offers and agrees to assign to the City all
rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act
01203.0006/391214.3 20
A-21
(15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2
of Division 7 of the Business and Professions Code), arising from purchases of goods, services or
materials related to this Agreement. This assignment shall be made and become effective at the time
the City renders final payment to the Contractor without further acknowledgment of the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or any
successor in interest, in the event of any default or breach by the City or for any amount which may
become due to the Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Contractor’s performance of services under this
Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect,
in this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which effects his financial interest or the financial interest of any corporation,
partnership or association in which he is, directly or indirectly, interested, in violation of any State
statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all
persons claiming under or through them, there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so
employ such unauthorized aliens for the performance of work and/or services covered by this
01203.0006/391214.3 21
A-22
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by
City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and
to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Boulevard, Ranchos Palos Verdes, California 90275 and in the case of the
Contractor, to the person at the address designated on the execution page of this Agreement. Either
party may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from
the time of mailing if mailed as provided in this Section. All correspondence relating to this
Agreement shall be serialized consecutively.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to
be an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and
exclusive expression of the understanding of the parties. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes and
cancels any and all previous negotiations, arrangements, agreements and understandings, if any,
between the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the Contractor
and by the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment
or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
01203.0006/391214.3 22
A-23
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect,
in this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or
other conduct or collusion that would result in the payment of any money, consideration, or other
thing of value to any third party including, but not limited to, any City official, officer, or employee,
as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of money,
consideration, or other thing of value will render this Agreement void and of no force or effect.
Contractor’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i)
such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate
any provision of any other Agreement to which said party is bound. This Agreement shall be binding
upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/391214.3 23
A-24
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Brian Campbell, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CONTRACTOR:
SULLY MILLER CONTRACTING
COMPANY, a Delaware corporation
By: _______________________________
Name:
Title:
By: _________________________________
Name:
Title:
Address: 135 S. State College Blvd., Ste. 400
Brea, CA 92821
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
01203.0006/391214.3 24
A-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2017 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01203.0006/391214.3 A-26
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2017 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01203.0006/391214.3 A-27
EXHIBIT “A”
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the “General Provisions” and “Special Provisions” included in the bid
documents for the project entitled Residential Street Rehabilitation Project Phase I, Area
7 PCC Improvements and AC Repairs, Project No. 004917, including any documents or
exhibits referenced therein.
II. Brief description of the work to be performed:
The work to be done consists of furnishing all materials, equipment, tools, labor, and
incidentals as required by the Plans, Specifications, and Bid Documents. The general items
of work include installing sidewalk, curb, gutter, ADA ramps, AC repairs, striping, and other
work in Area 7.
III. In addition to the requirements of Section 6.2, during performance of the work, Contractor
will keep the City appraised of the status of performance by delivering the following status
reports:
A. Daily Reports
B. Certified Payroll
IV. All work is subject to review and acceptance by the City, and must be revised by the
Contractor without additional charge to the City until found satisfactory and accepted by
City.
V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in
accordance with the California Manual on Uniform Traffic Control Devices (CA MUTCD),
latest edition.
01203.0006/391214.3 A-1
A-28
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 5.1(a), Commercial General Liability Insurance, is hereby amended to read as
follows (new text is identified in bold italics, deleted text in strike through):
Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy
of comprehensive general liability insurance written on a per occurrence basis for bodily injury,
personal injury and property damage. The policy of insurance shall be in an amount not less than
$1,000,000 $2,000,000 per occurrence or if a general aggregate limit is used, then the general
aggregate limit shall be twice the occurrence limit.
01203.0006/391214.3 B-1
A-29
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of
Contractor’s Proposal, and listed below:
BID SCHEDULE
01203.0006/391214.3 C-1
A-30
TOTAL BASE BID PRICE IN DIGITS: $ 1,419,331
TOTAL BASE BID PRICE IN WORDS:
One Million, Four Thousand and Nineteen Thousand, Three Hundred and Thirty-One Dollars----
Note: Some items may be adjusted or deleted. Any changes to the quantities for these items shall not
classify as a substantial change as stipulated in Section 3-2.2.1 of the Standard Specifications.
Therefore, regardless of total actual amount (percentage) compared to estimated quantities, the unit
prices provided above by the Bidder shall be applied to the final quantity when payment is calculated
for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not
use any of the estimated quantities, and if this right is exercised, the Contractor will not be entitled to
any additional compensation. Cost of all export of material shall be included in the above unit costs;
no additional compensation will be granted for such expenses. The Contract shall be awarded to the
lowest responsible Bidder based on the total Bid price.
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory completion of services.
III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the
Contract Officer, funds may be shifted from one item’s sub-budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per
Section 1.10.
IV. The City will compensate Consultant for the Services performed upon submission of a valid
invoice. Each invoice is to include:
A. Line item for each bid item and the quantity agreed upon for that invoice period.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
01203.0006/391214.3 C-2
A-31
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed $1,419,331 as provided in Section
2.1 of this Agreement.
01203.0006/391214.3 C-3
A-32
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work within forty-five (45) working days starting on the Notice
to Proceed date. Prior to the Notice to Proceed, the Contractor must submit a project
schedule for approval.
Tentative Schedule
Task Name Duration Start Finish
AREA 7 Construction Phase I (FY17-18) Bid Construction/Inspection/CM RFP/opening 3.6 wks Tue 6/13/17 Thu 7/6/17
Council award 1 day Tue 7/18/17 Tue 7/18/17
Construction 45 days Pre-construction meeting 1 day Tue 8/1/17 Tue 8/1/17
Notice To Proceed 1 day Tue 8/8/17 Tue 8/8/17
Construction 45 days Tue 8/8/17 Mon
10/9/17
Close-out 14 days Mon
10/16/17 Thu 11/2/17
II. Contractor shall deliver the following tangible work products to the City by the following
dates:
A. Daily Reports will be delivered to the City weekly. Daily Reports must be delivered
and accepted prior to any progress payment up until the date that work is being
invoiced for.
B. Certified payroll will be delivered to the City biweekly. Certified payroll must be
delivered and accepted prior to any progress payment up until the date that work is
being invoiced for.
III. The Contract Officer may approve extensions for performance of the services in accordance
with Section 3.2.
01203.0006/391214.3 D-1
A-33
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work
entitled and described as follows:__________________________________________________;
WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond
for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly
and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay
a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound
Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand
and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and
agreements in the said Contract and any alteration thereof, made as therein provided, all within
the time and in the manner designated and in all respects according to their true intent and
meaning, then this obligation shall become null and void; otherwise it shall be and remain in full
force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration, or modification of the Contract Documents or of the work
to be performed thereunder shall in any way affect its obligations on this bond, and it does
hereby waive notice of such change, extension of time, alteration, or modification of the Contract
Documents or of the work to be performed thereunder.
Executed on 20___.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
01203.0006/391214.3
A-34
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service of
process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to do
business in and have an agent for service of process in California. Certified copy of Power of
Attorney must be attached.
01203.0006/391214.3
A-35
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the work
entitled and described as follows:__________________________________________________;
WHEREAS, said Contractor is required to furnish a bond in conjunction with said
Contract, to secure the payment of claims of laborers, mechanics, material men, and other
persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly
and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay
a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any
work, materials, services, provisions, provender, or other supplies, or for the use of implements
of machinery, used in, upon, for, or about the performance of the work to be done, or for any
work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil
Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with
respect to work or labor performed under the contract; and/or (4) for any amounts required to be
deducted, withheld, and paid over to the Employment Development Department from the wages
of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the
Unemployment Insurance Code with respect to such work and labor, then the Surety herein will
pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above
obligation shall be void.
This bond shall inure to the benefit of any of the persons named in Civil Code Section
9100 so as to give a right of action to such persons or their assigns in any suit brought upon the
bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required
to engage the services of an attorney in connection with the enforcement of this bond, each shall be
liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.
Said Surety, for value received, hereby stipulates and agrees that no change, extension of
time, alteration, or modification of the Contract Documents or of the work to be performed
thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of
such change, extension of time, alteration, or modification of the Contract Documents or of the
work to be performed thereunder.
01203.0006/391214.3
A-36
Executed on , 20____.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service of process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment) SURETY
By (Attorney-in-Fact) APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to do
business in and have an agent for service of process in California. Certified copy of Power of
Attorney must be attached.
01203.0006/391214.3
A-37
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Rancho Palos Verdes
Project: _____________________________________________
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in
conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a
form approved by the Insurance Commissioner.
The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to
any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:
Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
01203.0006/391214.3
A-38
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate
holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed
herein.
This is to certify that the policy has been issued to the named insured for the policy period indicated,
notwithstanding any requirement, term, or condition of any contract or other document with respect
to which this certificate may be issued or may pertain, the insurance afforded by the policy described
herein is subject to all the terms, exclusions, and conditions of such policy.
NOTICE:
No substitution or revision to the above certificate form will be accepted. If the insurance called for
is provided by more than one insurance company, a separate certificate in the exact above form shall
be provided for each insurance company.
01203.0006/391214.3
A-39
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the
Policy in relation to those activities described generally above with regard to operations performed by or on
behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or
assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms,
conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured
under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the
written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change
in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after
written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior
to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy
as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or
incident to the perils insured against in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent
active or passive negligence by the Additional Insureds.
01203.0006/391214.3
A-40
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California
90275.
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this
endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage
□ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
(signatures on following page)
01203.0006/391214.3
A-41
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the
Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/391214.3
A-42
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the
Policy in relation to those activities described generally above with regard to operations performed by or on
behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or
assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms,
conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured
under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the
written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change
in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after
written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior
to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy
as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or
incident to the perils insured against in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent
active or passive negligence by the Additional Insureds.
01203.0006/391214.3
A-43
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this
endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except: (if none, so state). The deductible is applicable □
per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the
Company to this endorsement and that by my execution hereof, I do so bind the Company.
01203.0006/391214.3
A-44
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/391214.3
A-45
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the
Policy in relation to those activities described generally above with regard to operations performed by or on
behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or
assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms,
conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured
under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change
in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after
written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior
to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy
as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or
incident to the perils insured against in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
01203.0006/391214.3
A-46
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this
endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above
coverages:
13. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
01203.0006/391214.3
A-47
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the
Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/391214.3
A-48
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
COTTON, SHIRES AND ASSOCIATES, INC.
ITEM L A-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
Cotton, Shires and Associates
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into this 18th day of July________, 2017 by and between the City of Rancho Palos
Verdes, a California municipal corporation (“City”) and Cotton, Shires and Associates, Inc., a
California corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes’ Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein. Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality as well as fit for the purpose intended. For
purposes of this Agreement, the phrase “highest professional standards” shall mean those
A-2
- 2 -
01203.0005/392467.1
standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
A-3
- 3 -
01203.0005/392467.1
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other contractors.
No claims for an increase in the Contract Sum or time for performance shall be valid unless the
procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Four Hundred and Fifty Thousand Dollars ($450,000) (the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant’s rates as
A-4
- 4 -
01203.0005/392467.1
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City’s Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be
detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
A-5
- 5 -
01203.0005/392467.1
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Michael B. Phipps Principal Engineering Geologist
(Name) (Title)
Patrick O. Shires Senior Principal Geotechnical Engineer
(Name) (Title)
A-6
- 6 -
01203.0005/392467.1
Matthew Janousek Senior Geotechnical Engineer
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ara Mihranian, or such other person as may be designated
by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer
is kept informed of the progress of the performance of the services and the Consultant shall refer
any decisions which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant’s employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
A-7
- 7 -
01203.0005/392467.1
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise
with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker’s Compensation Insurance. A policy of worker’s compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant’s profession. This coverage may be written on a “claims made” basis, and must
A-8
- 8 -
01203.0005/392467.1
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant’s services or the termination of this
Agreement. During this additional 5-year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where the primary insured does not
satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
Requirements not limiting. Requirements of specific coverage features or limits contained
in this Section are not intended as a limitation on coverage, limits or other requirements, or a
waiver of any coverage normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a
waiver of any type. If the Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of
insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
A-9
- 9 -
01203.0005/392467.1
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following “cancellation” notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant’s insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant’s activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
A-10
- 10 -
01203.0005/392467.1
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
All insurance policies shall be issued by an insurance company currently authorized by
the Insurance Commissioner to transact business of insurance or is on the List of Approved
Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or
higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of
Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. If this
Agreement continues for more than 3 years duration, or in the event the risk manager determines
that the work or services to be performed under this Agreement creates an increased or decreased
risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies
may be changed accordingly upon receipt of written notice from the Risk Manager.
A-11
- 11 -
01203.0005/392467.1
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
documents without specific written authorization by the Consultant will be at the City’s sole risk
and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to
such use, reuse or assignment. Consultant may retain copies of such documents for its own use.
Consultant shall have the right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event
A-12
- 12 -
01203.0005/392467.1
Consultant fails to secure such assignment, Consultant shall indemnify City for all damages
resulting therefrom. Moreover, Consultant with respect to any documents and materials that may
qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials
are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by the
City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
A-13
- 13 -
01203.0005/392467.1
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the City
may take necessary steps to terminate this Agreement under this Article. Any failure on the part
of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of
the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
A-14
- 14 -
01203.0005/392467.1
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days’ written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
A-15
- 15 -
01203.0005/392467.1
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
A-16
- 16 -
01203.0005/392467.1
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho
Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
A-17
- 17 -
01203.0005/392467.1
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
A-18
- 18 -
01203.0005/392467.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Campbell, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CONSULTANT:
COTTON, SHIRES & ASSOCIATES, INC.
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
A-19
01203.0005/392467.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2017 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-20
01203.0005/392467.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2017 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-21
01203.0005/392467.1
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following on-call geotechnical consulting services for
City projects and for privately developed projects (the “Services”), as requested by
the Contract Officer or his/her designee:
A. Category 1 (initial field inspection): Consultant will review plans provided
by the Planning Department, city files, and conduct a site field inspection
to determine if geotechnical reports or studies will be required (i.e.,
Category 2 Services), as part of the plan check process. Consultant will
provide field review reports by the next business day.
B. Category 2 (review of geotechnical report): If, based on the initial field
inspection (Category 1), Consultant determines that a geotechnical report
is required, Consultant will conduct a geotechnical review of submitted
geotechnical reports and one review of supplemental information.
C. Category 3 (field inspection and review of geotechnical report): This
Service shall be provided when a geotechnical report is already required to
be submitted for geotechnical review as part of the Planning review
process. Consultant may be required to provide a Category 3 Service,
which combines the initial field inspection (Category 1) and review of a
geotechnical report (Category 2). Category 3 Services therefore include a
site field inspection, the review of the geotechnical report, and the review
of one supplemental report.
D. Category 4 (additional information/update review): Consultant will
provide this a Category 4 Service when Consultant must review additional
information to approve geotechnical reports, or an update letter to an
existing geotechnical report is submitted (for example, for an addition or a
pool).
E. Category 5 (special studies): Special studies are Services that are beyond
the scope of Category 1 through 4 Services, including but not limited to
review of the site for view restoration, bluff top properties, code
enforcement, subdivisions, and other special projects. The specific
Services required and the estimated costs will be determined by Consultant
prior to performance of the Services on a time and material basis, and
require City approval.
A-22
01203.0005/392467.1
F. The Services shall be performed as follows:
1. Types of Reports. Consultant shall provide peer review the
following types of soils and geology reports presented to
Consultant by City:
(a) Soils and/or geology investigation reports performed
for proposed construction in the City;
(b) As-built geotechnical reports for construction, such as,
for caissons, retaining walls, etc.;
(c) As-graded reports for grading of single lots and/or
larger subdivisions in the City;
(d) Other reports of inspection and testing of compacted fills
that are placed in the City.
(e) Not included: reports of hazardous wastes or materials.
2. Peer Review. Consultant shall review and evaluate reports,
checking the consistency of the findings, conclusions, and
recommendations, and ascertain whether all applicable
provisions of the Rancho Palos Verdes Municipal Code are
satisfied. Consultant may also perform site field inspections,
logging of borings and trenches, sampling and laboratory tests,
engineering analysis, and other tasks, as Consultant deems
appropriate to assist in Consultant’s reviews.
3. Records. As each project for which the Services are required
shall have its own trust deposit or budget account, all of
Consultant’s costs are to be allocated to the trust deposit, plan
check number, or other special fund to which they pertain. The
tract, lot or parcel numbers, address or other designation to
identify the project site to which the costs pertain shall be
indicated on all records and documents.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Field review reports.
B. Peer review of reports:
(i) Non-approval letter. Consultant shall state why approval was not
recommended and shall list questions to be addressed by subsequent reports.
A-23
01203.0005/392467.1
(ii) Approval letter. Consultant shall recommend to City the conditions of
approval of projects, issuing of permits and certifications of occupancy, as
appropriate.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
NOT APPLICABLE
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Michael B. Phipps
B. Matthew J. Janousek
C. Christopher W. Dean
D. Patrick O. Shires
E. John M. Wallace
A-24
01203.0005/392467.1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 2.1, Contract Sum, is amended to read as follows (deleted text in strikethrough
and added text in bold italics):
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation for City projects, including
reimbursement for actual expenses, shall not exceed One Hundred Fifty Thousand Dollars
($150,000) per fiscal year, and shall not exceed Four Hundred and Fifty Thousand Dollars
($450,000) for the entire Term, including the optional one-year extension. (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.8.
II. Section 3.4, Term, is amended to read as follows (deleted text in strikethrough and
added text in bold italics):
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one
(1)two (2) years from the date hereof, with an additional one (1) year extension at the City
Manager’s discretion, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
A-25
01203.0005/392467.1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
CATEGORY SERVICE DESCRIPTION RATE/EA SUB-BUDGET
Category 1 Initial field inspection. $255 $20,000
Category 2 Review of geotechnical report. $1,530 $70,000
Category 3 Field inspection and review of geotechnical
report.
$1,635 $30,000
Category 4 Additional information/update review. $340 $10,000
Category 5 Special studies. TBD $20,000
ANNUAL BUDGET TOTAL $150,000
**For privately developed projects, Consultant will be compensated from the trust account or
budget account of the individual project for which the Services are required.
II. A retention of five percent (5%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services. NOT APPLICABLE.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. For all Services, Consultant shall specify trust deposit, plan check number, or other
special fund to which the Services pertain for each line item. The tract, lot or parcel
numbers, address or other designation to identify the project site to which the costs
pertain shall be indicated on all line items, as well as the date the service was
provided and the date the field report and/or approval/non-approval letter was
submitted to the City.
B. For Category 5 Services, in addition to the information required by (A) above, the
following information shall be included, as applicable:
A-26
01203.0005/392467.1
1. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
2. Line items for all materials and equipment properly charged to the Services.
3. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
4. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V. Consultant will be compensated for the Services as provided in Section 2.1 of this
Agreement.
VI. The Consultant’s billing rates for all personnel for Services under Category 5 are
attached as Exhibit “C-1”.
A-27
01203.0005/392467.1
EXHIBIT “C-1”
RATES FOR ALL PERSONNEL
Personnel Rates
A. Senior Principal Engineer/Geophysicist $215.00/hr
B. Principal Geologist/Engineer $195.00/hr
C. Supervising Geologist/Engineer $170.00/hr
D. Senior Geologist/Engineer/GIS Specialist $150.00/hr
E. Senior Staff Geologist/Engineer $135.00/hr
F. Staff Geologist/Engineer $120.00/hr
G. Field/Laboratory Technician* $110.00/hr
H. Technician Illustrating $85.00/hr
I. Clerical/Accounting $60.00/hr
*prevailing wage rate
A-28
01203.0005/392467.1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney’s office.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Field review reports shall be submitted no later than the business day following
the field review.
B. For all other reports, no later than two weeks after Consultant receives a report
to review, Consultant shall submit a written review letter to City stating the
results of Consultant's review and Consultant's recommendations of either:
a. Non-approval. Consultant shall state why approval was not
recommended and shall list questions to be addressed by subsequent
reports.
b. Approval. Consultant shall recommend to City the conditions of
approval of projects, issuing of permits and certifications of occupancy,
as appropriate.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
A-29
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: CITY CLERK
DATE: JULY 17, 2017
SUBJECT: ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
_____________________________________________________________________
Attached are revisions/additions and/or amendments to the agenda material received
through Monday afternoon for the Tuesday, July 18, 2017 City Council meeting:
Item No. Description of Material
L Updated Attachment B (Cotton, Shires and Associates Proposal)
Respectfully submitted,
_____________________
Emily Colborn
W:\01 City Clerk\LATE CORRESPONDENCE\2017 Cover Sheets\20170718 additions revisions to agenda thru Monday.doc
PROPOSAL AND
QUALIFICATIONS
GEOTECHNICAL CONSULTING SERVICES
FOR THE CITY OF RANCHO PALOS VERDES
Prepared for:
Ms. Cheri Bailiff, Staff Assistant 1
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
May 2017
,.. COTTON, SHIRES AND ASSOCIATES, INC.
m.lii CONSULTING ENGINEERS AND GEOLOGISTS
330 Village Lane• Los Gatos, California 95030 • (408) 354-5542 Fax (408) 354-1852
6417 Dogtown Road • San Andreas, California 95249 • (209) 736-4252 Fax (209) 736-1212
2804 Camino Dos Rios, Ste 201 e Thousand Oaks, California 91320 • (805) 375-1050 Fax (805) 375-1059
ITEM L B-1
Cheri Bailiff
Staff Assistant 1
CITY OF RANCHO PALOS VERDES
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
SUBJECT: Proposal and Qualifications
May 16, 2017
P5587
RE: Geotechnical Consulting Services for the City of Rancho Palos Verdes
Dear Ms. Bailiff,
Cotton, Shires and Associates, Inc. (CSA) is pleased to submit this proposal for
providing geotechnical consulting services to the City of Rancho Palos Verdes (City). We
understand the City desires to use the professional services of a consultant to provide geology,
soils engineering and geotechnical engineering consulting services to the City on an as-needed
basis. We have organized this proposal to address the general format and contents specified in
the Request for Proposal and Qualifications issued by the City on April 14, 2017. Upon
reviewing our qualifications that follow this cover letter, we trust you will find that our group
offers specific strengths and benefits to the City. CSA provides the following unique qualities:
• CSA was conh·acted to provide these same services to the City of Rancho Palos Verdes
between 1996 and 2007. CSA's key senior principal and principal staff that will provide
the geotechnical consulting services have extensive geologic and geotechnical peer
review and geotechnical investigation experience on the Palos Verdes Peninsula. John
Wallace and Patrick Shires performed peer reviews of multiple landslide-affected
properties for the City, including the Ocean Trails Golf Course Landslide (and
surrounding development now known as Trump National Golf Club), and projects on
the dormant portions of the Abalone Cove and Portuguese Bend Landslide. CSA also
provided a detailed technical evaluation of the existing geologic/ geotechnical data for
the Abalone Cove Landslide and Zone 2 Landslide Area for the City in 2001-02, including
presentation of findings to the City Council. CSA has also conducted geotechnical
investigations of landslides affecting Bluff Cove (Palos Verdes Estates), the Flying
Triangle Landslide (Rolling Hills), and has been a consultant to California Water Service
Company since 1982, including multiple geotechnical investigations in Rolling Hills
Estates in the last 10 years. CSA' s key senior principals, who would be providing the
bulk of the requested services, including Michael Phipps described below, have a
Northern California Office
330 Village Lane
Los Gatos, CA 95030-7218
(408) 354-5542 • Fax (408) 354-1852
Central California Office
6417 Dogtown Road
San Andreas, CA 95249-9640
(209) 736-4252 • Fax (209) 736-1212
www.cottonshires.com
Southern California Office
2804 Camino Dos Rios, Suite 201
Thousand Oaks, CA 91320-1170
(805) 375-1050 • Fax (805) 37.5-1059
B-2
City of Rancho Palos Verdes May 16, 2017
P5587
combined total of over 120 years of experience providing geologic and geotechnical peer
review and geotechnical investigation services.
• Our proposed project manager and key point-of-contact, Michael Phipps performed
geotechnical investigations of the Flying Triangle, Klondike Canyon, Abalone Cove, and
Portuguese Bend (active and prehistoric) landslides between 1986 and 1992. He provided
technical geological support to Dr. James E. Slosson, a former expert panel member of the
·Abalone Cove Landslide Abatement District technical panel, and performed peer review
of several proposed development projects within Rancho Palos Verdes during this time.
From 2010-2013 Mr. Phipps was the lead engineering geologist for a residential distress
investigation in Rolling Hills, and since 2014 he has been a third-party reviewer of the
Brickwalk Landslide for the City of Rolling Hills Estates. Mr. Phipps conducted
geotechnical peer reviews for the City of Palos Verdes Estates from 1993-1996 while with
another firm, and has been a peer reviewer and geotechnical consultant for over a fifteen
cities and counties in Southern California for the past 30 years.
• CSA presently provides geotechnical engineering services to several communities with
very similar geologic and seismic hazards to those found in Rancho Palos Verdes. We
understand the challenges faced by communities with ongoing hillside development, a
long history of past development, landslide and slope stability issues, expansive earth
materials, and liquefaction and other seismic hazards. Our approach to providing
competent and consistent geotechnical peer review has been refined over almost four
decades. We believe that the communities we serve have experienced a reduction in
geologic and geotechnical hazard related losses, and have benefited from reduced
liability exposure as a result of our work.
• For over 40 years, we have been retained at any given time by more than a dozen
municipalities to conduct geotechnical investigation, design, and peer review services.
Our Southern California office is currently providing these services to the cities of Santa
Monica, Malibu, Thousand Oaks, and Rolling Hills Estates, and previously provided
these services to the cities of Agoura Hills, Rancho Palos Verdes, and Santa Barbara in
southern California. We also currently provide these services to 15 communities in
northern California. We have also provided services to the County of Los Angeles, the
County of San Luis Obispo and the California Coastal Commission (in Malibu), as well as
several county governments in northern California. CSA carefully considers site-specific
geologic conditions, present governing codes (CBC 2016), and State-mandated hazard
investigation standards in the evaluation and design of all projects.
We thank you for the opportunity to offer our geotechnical consulting services to the
City. We believe that key strengths we offer the City are our firm's 43 year-long record of
successful relationships with our public agency clients, and our key staff's familiarity with the
City of Rancho Palos Verdes as a previous geotechnical consultant and peer review service
provider for over a decade.
COTTON, SHIRES AND ASSOCIATES, INC. B-3
City of Rancho Palos Verdes May 16, 2017
P5587
Additional information about CSA is available on our website www.cottonshires .com. If
you have any questions, or need additional information regarding our qualifications, please call
us at (805) 375-1050.
Respectfully submitted,
COTTON, SHIRES AND ASSOCIATES, INC.
~~
Michael B. Phipps
Principal Engineering Geologist
CEG 1832
L!w~
Senior Geotechnical Engineer
GE3005
A -L /,(<:) ~--~ ~J~·---·-... --
Patrick 0. Shires
Senior Principal Geotechnical Engineer
GE770
Attachments: Appendix A -Resumes of Key Personnel
Appendix B-Summaries of Pertinent Project Experience
Appendix C-Schedule of Fees
B-4
STATEMENT OF QUALIFICATIONS
GEOTECHNICAL ENGINEERING SERVICES
CITY OF RANCHO PALOS VERDES
Table of Contents
Page No.
FIRM IDENTIFICATION ........................................................................................................... 1
FIRM DESCRIPTION ................................................................................................................. 1
PROJECT EXPERIENCE OF SIMILAR SCOPE/CHARACTER .......................................... 2
REPRESENTATIVE PROJECTS -PALOS VERDES PENINSULA AREA ...................... 4
PHILOSOPHY AND APPROACH TO SERVICES............................................................... 6
CUSTOMER SERVICE PHILOSOPHY AND PRACTICES ................................................ 7
PERSONNEL AND ORGANIZATION ................................................................................... 8
Michael Phipps, PG, CEG ................................................................................................... 8
Matthew Janousek, PE, GE ................................................................................................. 9
Christopher Dean, PG, CEG ............................................................................................... 9
Patrick Shires, PE, GE, RGP . . ..... ....... ... .. .. ...... .. . .... ... ... .. ...... .. .. .. . ..... ..... .. ...... .. .. .... ........... .. . 9
John Wallace, PG, CEG ....................................................................................................... 9
IMPLEMENTATION/GENERAL SCOPE ............................................................................. 10
CLIENT REFERENCES ............................................................................................................... 11
City of Malibu .. .. ... .. . .. .. ... .. ...... ........ ................. .... ... . ... .......... ................. .... .. .. .... .. .. . .... ......... 11
City of Santa Monica . ............ .... ... .. ... .. ... .... .. . .. ..... ... ... .. . .... ..... ... ... .. .... . ............ .... .. .. . .... .. ... 12
City of Rolling Hills Estates .. ............................ .... ......... ... ... ...... ......................... ............ ... 13
City of Thousand Oaks ...................................................................................................... 14
ADDITIONAL SERVICES......................................................................................................... 15
FEE SCHEDULE ............................................................................................................................ 16
CONTRACT SERVICES AGREEMENT ................................................................................. 16
INSURANCE REQUIREMENTS .............................................................................................. 16
CONFLICT OF INTEREST......................................................................................................... 16
COTTON, SHIRES AND ASSOCIATES, INC.
B-5
City of Rancho Palos Verdes
STATEMENT OF QUALIFICATIONS
Geotechnical Consulting Services
City of Rancho Palos Verdes, California
FIRM IDENTIFICATION
Firm: Cotton, Shires and Associates, Inc.
Locations: Southern California Office
2804 Camino Dos Rios, Suite 201, Thousand Oaks, CA 91320
Northern California Office
330 Village Lane, Los Gatos, CA 95030
Central California Office
6417 Dogtown Road, San Andreas, CA 95249
Contact Person: Michael Phipps, Principal Engineering Geologist
Phone and Email: (805) 375-1050, ext. 12, mphipps@cottonshires.com
Emergency Cell: (805) 807-9001
Website: www .cottonshires.com
FIRM DESCRIPTION
May 16, 2017
P5587
Cotton, Shires and Associates, Inc. (CSA) is a full-service geotechnical consulting firm that
has provided comprehensive engineering geologic and geotechnical engineering services
throughout California since 1974. CSA has offices in southern, central, and northern
California. The firm currently consists of 19 employees, comprised of geotechnical
engineering and engineering geologic professionals, and GIS, technical illustrating, and
clerical/accounting support staff. As part of its facilities, CSA maintains a sophisticated soil
testing laboratory and extensive in-house geotechnical reference library, as well as state-of-
the-art technical illustrating and computer analysis equipment. CSA's senior staff are
trained geotechnical engineers and engineering geologists with advanced degrees who have
broad experience in producing, evaluating and utilizing geologic and geotechnical data. Our
staff members have a recognized ability to convey technical information to both technical
and non-technical users in written, verbal and illustrative forms, and they routinely provide
geologic and geotechnical services for multidisciplinary teams including government
officials, regional planners, attorneys, architects, engineers, and other design professionals.
CSA's versatility and commitment to excellence ensure the highest quality in all aspects of
our services. The firm specializes in the following types of projects:
1
COTTON, SHIRES AND ASSOCIATES, INC. B-6
City of Rancho Palos Verdes
• Community Geologic and Geotechnical Peer Review
• Geologic and Seismic Hazard Studies
• Foundation Design, Grading and Drainage
• Earth Movement Studies and Slope Stability Analyses
• Failure Analysis of Distressed Structures
May 16, 2017
P5587
Geotechnical services currently and historically provided by CSA to municipalities include
geotechnical investigation and report peer review, community geologic hazard map
preparation, landslide and erosion analysis, preparation of slope repair recommendations,
foundation investigations, geologic hazard studies, materials testing services, geotechnical
engineering consultation, field inspections, and emergency response. We are also widely
respected for our litigation support services in the general fields of geology and civil and
geotechnical engineering.
PROJECT EXPERIENCE OF SIMILAR SCOPE/CHARACTER
During the past 43 years, CSA (previously William Cotton and Associates, Inc.) has
provided geotechnical consulting services, including peer review geotechnical consultation
on several thousand individual projects. We were a geotechnical consultant to the City of
Rancho Palos Verdes for a 10-year span from 1996-2007. Our Southern California office is
currently providing these services to the cities of Santa Monica, Malibu, Thousand Oaks,
and Rolling Hills Estates, and previously provided these services to the cities of Agoura
Hills and Santa Barbara in southern California. We also currently provide these services to
15 communities in northern California, several of which have been clients since 1974. We
have also provided geotechnical consulting services to the County of Los Angeles, the City
and County of Ventura, the County of San Luis Obispo and the California Coastal
Commission (in Malibu), as well as several county governments in northern California .. A
select list of current peer review clients, and other pertinent project examples, is included in
Appendix B. Examples of five of our municipal clients, and typical geotechnical hazards issues
common in these communities, include:
• City of Malibu (Primary City Geotechnical, Coastal Engineering, and Environmental
Health Consultant since 2015): CSA has performed over 400 geotechnical peer
reviews, over 650 environmental health (onsite wastewater treatment systems) peer
reviews, and over 225 coastal engineering peer reviews for the Environmental
Sustainability Department. We also provided emergency response services to both the
Building Safety Division and Public Works Departments during the heavy rains of
January-February 2017. Reviews are performed at both the planning stage (for
conformance with the City's Local Coastal Plan) and building plan check stage.
Typical geotechnical hazards and issues include: Malibu Coast Fault Zone (APEFZ), over
90 active and ancient landslides, long-term effects of sea level rise on development along 21
miles of coastline, slope instabilihJ and earthquake-induced landslide hazards, coastal bluff
2
COTTON, SHIRES AND ASSOCIATES, INC. B-7
City of Rancho Palos Verdes May 16, 2017
P5587
erosion, flooding and erosion along creeks, shallow groundwater, liquefaction, and expansive
soil and bedrock.
• City of Santa Monica (City Geotechnical Peer Reviewer since 2012): CSA has
performed geotechnical peer review of 140 different projects ranging from room
additions and teardown/ rebuilds of single family residences, multi-family residential
structures, to commercial and multi-use structures up to 6-stories tall. Typical
geotechnical hazards and issues include: Santa Monica Fault Zone-fault surface rupture
hazards (Alquist-Priolo Earthquake Fault Zone mapping in progress) and strong ground
motion, expansive soil, liquefaction, seismically-induced settlement, slope stabilih;, and
stability of construction excavations in an urban/heavily developed setting.
• City of Rolling Hills Estates (Special Project Peer Reviewer since 2014): CSA
performed a third-party geotechnical peer review of a large mixed-use development
project that involves permanent mitigation of a multi-acre landslide that failed in a
high visibility area of the City's civic center area in 1997. Typical geotechnical hazards
include: Large deep landslides, potentially active faults, earthquake-induced landslide hazards,
expansive soils.
• City of Thousand Oaks (On-Call Geotechnical Consultant since 2014): CSA performed
one geotechnical peer review in 2016 of a proposed hillside single-family residence
with extensive grading and retaining walls. Typical geotechnical hazards in the City
include: Expansive soil and bedrock, abundant landslides, debris flows, liquefaction.
• Town of Portola Valley (Town Geologist/Geotechnical Consultant since 1974): CSA
has performed hundreds of geologic and geotechnical peer reviews. Typical
geotechnical hazards include: Expansive soil and bedrock, abundant landslides, active San
Andreas fault zone (APEFZ), liquefaction, flooding and erosion along creeks.
3
COTTON, SHIRES AND ASSOCIATES, INC. B-8
City of Rancho Palos Verdes
REPRESENTATIVE PROJECTS -PALOS VERDES PENINSULA AREA
May 16, 2017
P5587
The following projects are representative of CSA' s geotechnical experience on the Palos
Verdes Peninsula:
Ocean Trails Landslide, Rancho Palos Verdes
On June 2, 1999, a large ancient landslide reactivated on the newly developed Ocean Trails
Golf Course property (now called Trump National Golf Club) in Rancho Palos Verdes,
California, resulting in the destruction of the 18th fairway, and destruction of City Trails and
sensitive coastal habitat. Cotton, Shires and Associates, Inc. (CSA) provided geologic and
geotechnical peer review services to the City for the characterization, exploration, and repair
of the 3 million cubic yard landslide . CSA also provided peer review of various aspects of
this development, including
proposed residential and
clubhouse development
immediately upslope of two
ancient landslides . Repair of
the 1999 18th Green Landslide
included the excavation of a
large keyway and backfill
with an MSE wall, and
installation of over 100 shear
pins varying from 80 to 120
feet in depth within the
unstable landslide block.
Portuguese Bend Landslide, Rancho Palos Verdes
CSA performed peer review services for the City of Rancho Palos Verdes for proposed
development on dormant portions of the Portuguese Bend Landslide. CSA critically
reviewed the geologic and geoteclmical reports submitted for the proposed development
and provided geologic and geotechnical recommendations to the City.
Abalone Cove Landslide, Rancho Palos Verdes
Cotton, Shires, and Associates, Inc. performed peer review services for the City of Rancho
Palos Verdes for proposed development on dormant portions of the Abalone Cove
Landslide. CSA critically reviewed the geologic and geotechnical reports submitted for the
proposed development and provided geologic and geotechnical recommendations to the
City. CSA also provided expert witness services to the City in lawsuits stemming from the
Abalone Cove proposed developments.
4
COTTON, SHIRES AND ASSOCIATES, INC. B-9
City of Rancho Palos Verdes
Brickwalk Landslide, Rolling Hills Estates
May 16, 2017
P5587
CSA was selected by the City of Rolling Hills Estates to provide a third-party geotechnical
peer review of a large mixed-use development project that involves permanent mitigation of
a multi-acre landslide that failed in 1997. The project is highly visible and controversial as it
is located within the city's main commercial district, it is surrounded by developed
property, and the involved property also borders the adjacent City of Rancho Palos Verdes.
The City requested we review the extensive database of consultant reports and past
investigations of the involved properties, provide an independent third-party review of the
applicant's geotechnical reports, and also evaluate other possible mitigation alternatives for
the active landslide that might be implemented in lieu of the proposed development project.
CSA completed our initial scope of work and has prepared a draft report of findings. The
project is currently ongoing and is likely to involve further geotechnical investigation of the
subject property.
California Water Service Company, Palos Verdes Peninsula (1982-Current)
We have performed geotechnical investigations for the California Water Service Company
in various portions of the Palos Verdes Peninsula for water tank, pipeline, and retaining
wall design. These investigations have included re-routing and re-designing pipelines
across the active Portuguese Bend landslide, and geotechnical design investigation for the
construction of a buried 2-to 3-million gallon capacity water reservoir in Rolling Hills
Estates.
Residential Distress Investigation, Rolling Hills Estates (2010-2013)
CSA performed a geotechnical investigation and expert consultant services in relation to
alleged residential distress following a waterline break in a residential neighborhood of
Rolling Hills Estates. The investigation included extensive research, topographic and
manometer surveys, distress mapping, subsurface investigation, laboratory soil testing, and
geologic and geotechnical analyses.
Bluff Cove, Palos Verdes Estates (mid-1980's)
Cotton, Shires and Associates, Inc. (then William Cotton and Associates, Inc.) performed an
extensive investigation of a portion of Bluff Cove that included approximately 9 residential
structures within Palos Verdes Estates in the 1980s. This investigation included detailed
surface and subsurface characterization of the geologic and landslide conditions of the bluff,
and an evaluation of the geologic hazards and levels of risk imposed by the identified
landslides.
5
COTTON, SHIRES AND ASSOCIATES, INC. B-10
City of Rancho Palos Verdes May 16, 2017
P5587
PHILOSOPHY AND APPROACH TO SERVICES
Due to our extensive experience performing detailed investigations and geotechnical peer
review for hillside and coastal residential development, CSA has developed a broad
knowledge of prudent safeguards for communities faced with development in geologically
hazardous terrain. CSA recognizes that potential geologic and geotechnical hazards (e.g.,
landslides, earthquake faults, expansive soils and bedrock, liquefaction, foundation
settlement, soil creep, shallow groundwater, seepage, flooding, etc.) must be recognized,
characterized, and mitigated. The importance of competent and consistent geotechnical peer
review has been magnified over the past few decades because of the combined effects of
high property values, declining number of relatively stable and geotechnically
uncomplicated lots remaining within urban hillside areas, and the current legal climate.
Significant financial loss and the need for extensive repair measures may result solely from
poor soil/bedrock conditions and the application of unsuitable foundation design. Greater
problems can occur in geologically sensitive hillside areas. Such potential losses can have
significant economic impacts at the community level, as well as to individual homeowners.
It has been demonstrated that geotechnical peer review dramatically reduces potential
losses to both private and public properties. The focus of the first geologic component of
peer review is to verify that site hazards have been properly recognized and that geologic
site characterization is complete. Accurate identification, characterization and evaluation of
geologic hazards promote prudent land-use, reduces risk to the citizens, and limits the
liability exposure of public agencies.
Geotechnical peer review involves the technical review of reports and plans submitted for
development projects. All work is performed by licensed senior professionals including
California Registered Geotechnical Engineers and Certified Engineering Geologists.
Geotechnical reports, including initial project submittals as well as response reports, are
reviewed for compliance with applicable State and local codes (including hillside
ordinances), City geotechnical report guidelines, and standards of practice. The review
process may also involve field inspections, including logging of borings and trenches,
sampling and laboratory tests, and engineering analyses as necessary in support of the
review findings. Review letters are prepared either recommending approval (sometimes
with conditions of approval) of the report(s) or non-approval including providing items to
be addressed in subsequent response reports. The primary approach taken in the review
process is to assure that the conclusions regarding the site conditions described in the
reports are adequately supported by the geologic and geotechnical data that are presented.
Geotechnical design criteria and construction recommendations are reviewed in the context
of whether they are appropriate for the proposed project and are in accordance with the
standard of practice in the area, and the provisions of the local municipal code.
6
COTTON, SHIRES AND ASSOCIATES, INC. B-11
City of Rancho Palos Verdes May 16, 2017
P5587
Our experience with landslide processes has included extensive use of slope monitoring
instruments (including inclinometers and piezometers). We are proficient at installing and
interpreting the data from such instruments. We also regularly use standard of practice
(and state of the art) slope stability and finite element analyses methods. We evaluate
shoring, bracing, and retaining wall plans on a regular basis. We complete detailed
geotechnical investigations as a basis for design of buildings, bridges, dams, and retaining
walls. We consult with engineering professors from multiple universities on complex
projects and keep current with the latest methods of liquefaction analysis and mitigation.
We regularly complete construction testing and observation on our own investigation and
design projects. Completion of geotechnical reports, identifying geotechnical
hazards/constraints and appropriate mitigation design criteria, are therefore a staple of our
regular work. We believe this experience makes us fair and reasonable peer reviewers with
a firm grasp on the standard of care in our field.
CUSTOMER SERVICE PHILOSOPHY AND PRACTICES
Over the last 25 years, the total number of our regular municipal peer review clients has
expanded from 6 to 19. The longevity of renewed consulting agreements with these
communities attests to the success of our services and satisfaction of our municipal clients.
Representative projects reviewed over the years by our staff range in size and scope from
remodels/additions, new construction of individual single-family homes, infill projects and
commercial developments to very large residential subdivisions.
As a result of decades of municipal consulting experience, our senior staff have developed
the ability to work effectively with planning and building departments, fully integrating
with each city's unique processes. Peer review systems in other client cities typically
operate on a 10-working day or less turnaround time, and we have been adept at meeting
this relatively fast timing requirement, which is a testament to our customer service ethic.
Our approach to providing competent and consistent geotechnical peer review has been
refined over more than four decades. We believe that the communities we serve have
benefited from reduced liability exposure as a result of our work.
CSA' s senior staff have significant experience providing and conveying geologic and
geotechnical information to city managers, department heads, planners, building officials,
plan checkers, and building inspectors. This experience also applies to communications
with approval bodies including planning commissions, city councils, county boards of
supervisors, as well as the California Coastal Commission. We understand the dynamics
and importance of providing sound and clear technical information during the decision-
making process.
7
COTTON, SHIRES AND ASSOCIATES, INC. B-12
City of Rancho Palos Verdes
PERSONNEL AND ORGANIZATION
May 16, 2017
P5587
The responsible project manager and designated contact person for geotechnical services
will be Michael Phipps, PG, CEG, Principal Engineering Geologist and manager of our
Southern California Office. Matthew Janousek, GE, Senior Geotechnical Engineer, and
Chris Dean, PG, CEG, Supervising Engineering Geologist, will also provide project
management and execution from our Thousand Oaks office. Other key technical
individuals who will assist with completion of geotechnical services include Patrick Shires,
GE, RGP, Senior Principal Geotechnical Engineer, and John Wallace, PG, CEG, Principal
Engineering Geologist. Additional support functions will be provided by Samuel Nolan,
PE Senior Staff Engineer, and Ryan Reynolds, Staff Geologist and GIS Analyst. An
organizational matrix presenting the qualifications, experience, and roles of these
individuals is presented on the following page. The following statements provide a
summary of the most senior employees who would be involved with providing services to
the City (full resumes are provided in Appendix A).
Mr. Michael Phipps, PG, CEG, Principal Engineering Geologist, is a Professional Geologist
and Certified Engineering Geologist in California with 31 years of experience in geologic site
characterization studies ranging from beachfront and coastal plains to hillside terrain. He
has extensive experience completing over 1,000 peer reviews for 15 communities within
southern California (including Santa Monica, Malibu, Thousand Oaks, Calabasas, Agoura
Hills, Moorpark, Simi Valley, Hidden Hills, Rolling Hills Estates, Rancho Palos Verdes, and
the Counties of Ventura and San Luis Obispo). Mr. Phipps has extensive geotechnical
experience on the Palos Verdes Peninsula including geologic mapping, subsurface
exploration, geotechnical instrumentation and interpretation of the Flying Triangle,
Klondike Canyon, Abalone Cove and Portuguese Bend (active and prehistoric) landslides.
He has logged thousands of feet of continuous core borings, many supplemented with
borehole geophysical data, within and adjacent to these landslides. Mr. Phipps has also
conducted peer review of development projects for the cities of Rancho Palos Verdes, Palos
Verdes Estates, and second-party review for the developer of the Island View community
above the headscarp of the prehistoric Portuguese Bend Landslide in Rancho Palos Verdes,
during which he consulted with former City Geologist, the late Dr. Perry Ehlig. Mr. Phipps
was also recently the lead engineering geologist for a residential distress investigation in
Rolling Hills, and third-party peer reviewer of the Brickwalk Landslide for the City of
Rolling Hills Estates. He also has significant experience with numerous landslide
investigations and remediation studies throughout Southern California. Mr. Phipps has
also consulted to several cities following natural disasters, providing emergency response
for landslides, road embankment failures, and assessment of structures threatened by
geologic hazards including landslides, rockfalls, mud/debris flows, and post-fire flooding.
As an expert consultant/expert witness, he has helped defend several cities in inverse
condemnation lawsuits.
8
COTTON, SHIRES AND ASSOCIATES, INC. B-13
ORGANIZATION MATRIX WITH QUALIFICATIONS, EXPERIENCE, AND PROJECT ROLES
Michael B. Phipps, PG, CEG
Principal Engineering Geologist
Patrick 0. Shires, GE, RGP
Sr. Principal Civil and Geotechnical
Engineer and Geophysicist
Matthew J. Janousek, GE
Senior Geotechnical Engineer
John M. Wallace, PG, CEG
Principal Engineering Geologist
Christopher W. Dean, PG, CEG
Supervising Engineering Geologist
Samuel W. Nolan, PE
Senior Staff Engineer
Ryan M. Reynolds
Staff Geologist/GIS Analyst
B.S. Geology
M.S. Civil Engineering
B.S. Civil Engineering
M.S . Civil Engineering
B.S. Civil Engineering
M.S. Geology
B.S Geology
M.S. Geology
B.A. Geology
M .S. Geotechnical Eng
B.S. Civil Engineering
USC
Stanford University
UCLA
Colorado State Univ.
San Jose State Univ.
USC
TexasA&M
Franklin & Marshall
UC Berkeley
Cal Poly SLO
MA. Phys. Geography \San Diego State Univ.
B.A. Phys. Geography CSU Northridge
Professional Geologist
Certified Engineering Geologist
Registered Civil Engineer
Registered Geotechnical Engineer
Registered Geophysicist
Registered Civil Engineer
Regis tered Geotechnical Engineer
Professional Geologist
Certified Engineering Geologist
Professional Geologist
Certified Engineering Geologist
Registered Civil Engineer
Certified Nuclear Gauge Operator
31
44
I 13
31
37
6
6
Key Contact/Project Manager
Lead Engineering Geology
Reviewer/Engineering Geologist
Senior Principal-in-Charge
Engineering Oversight
QA/QC
I Lead Geotechnical Engineering
Reviewer/Geotechnical Engineer
Geology Oversight-QA/QC
Engineering Geology Reviewer
Engineering Geology Reviewer
Geology Support
Geotechnical Engineering Support
Construction Observation/Testing
Geology Support
Construction Observation/Testing
GIS/Technical Illustrating
B-14
City of Rancho Palos Verdes May16, 2017
P5587
Mr. Matthew Janousek, PE, GE, Senior Geotechnical Engineer, is a Registered Professional
Civil Engineer and Geotechnical Engineer with over 13 years of experience in the field of
geotechnical engineering, including site development projects consisting of subsurface
exploration, foundation design analyses, and construction and grading observations for
occupied and non-occupied structures. Since mid-2015, he has performed geotechnical
engineering peer review for over 75 projects in the City of Santa Monica, and has performed
hundreds of peer reviews for the City of Malibu's Environmental Sustainability
Department, including environmental health and geotechnical peer reviews. He also
recently completed a geotechnical peer review for the City of Thousand Oaks.
Mr. Christopher Dean, PG, CEG, Supervising Engineering Geologist, is a Professional
Geologist and Certified Engineering Geologist in California with over 37 years of
professional experience in the fields of geology and engineering geology, including 30 years
as an engineering geologist in Southern California. Since 1995, Mr. Dean has been the acting
City Geologist for the City of Malibu. He has been responsible for several thousand
technical geologic reviews of new residential and commercial development, additions and
remodels to existing structures, subdivisions, lot line adjustments, swimming pools and
accessory structures, onsite wastewater treatment systems, and rebuilds from fire damage.
He has reviewed existing process changes to the City codes and presented new updated
geotechnical guidelines to the City Council, which they adopted. He has served as
consultant to City Public Works staff for emergency response as well as three Landslide
Assessment Districts.
Mr. Patrick Shires, PE, GE, GP, is the President and Senior Principal Geotechnical Engineer
and Geophysicist of CSA. Mr. Shires provided technical oversight and quality control of
geotechnical services provided to the City of Rancho Palos Verdes between 1996 and 2007.
Mr. Shires provides engineering consultation pertaining to characterization of geotechnical
conditions and constraints, examines the feasibility of proposed development options, and
formulates alternative mitigation measures. Mr. Shires completes quality control
evaluations of all geotechnical engineering aspects of geotechnical report peer reviews. He is
a Registered Professional Engineer in six western states, a Registered Geotechnical Engineer
in California, and a Registered Geophysicist in California with. 44 years of professional
experience in the fields of geotechnical engineering and engineering geophysics. Mr. Shires
has also served a project manager, project engineer, or project geophysicist on a wide
variety of geotechnical projects involving residential developments, public works projects,
sanitary and hazardous waste landfills, residential and commercial structures, mining
facilities, and ground water investigations.
Mr. John Wallace, PG, CEG, Principal Engineering Geologist, is a Certified Engineering
Geologist in California with 30 years of professional experience. Mr. Wallace has a Master
of Science Degree in Geology and extensive experience in geologic mapping, fault
investigations, landslide investigations, peer review, dam and tunnel investigations, stream
flow hazards and creek embankment stabilization techniques, and rock slope instability
investigations with a specialty in the investigation and analysis of precipitous rock slopes
9
COTTON, SHIRES AND ASSOCIATES, INC. B-15
City of Rancho Palos Verdes May 16, 2017
P5587
utilizing rock climbing equipment. Mr. Wallace has also been the lead Engineering
Geologic peer reviewer for the communities of Cupertino and Portola Valley for over 20
years and was one of the primary engineering geology reviewers for CSA' s peer review
work for the City of Rancho Palos Verdes on the Ocean Trails Landslide.
IMPLEMENTATION I GENERAL SCOPE
We understand that the geotechnical consulting services will be authorized on an as-
needed/on-call basis, and that the work may include but not be limited to field reviews for
various departments, peer review of geology and soils engineering/geotechnical engineering
reports (preliminary, as-built, as-graded, observation and testing reports, etc.), and special
geologic or geotechnical studies as occasions arise. For geotechnical peer review, our team
is prepared to complete the initial geotechnical peer review of a typical/standard project
submittal within 10 working days of our receipt of the submittal from the City.
We assume upon receipt of a peer review submittal or other task from the City, we will
provide an estimate of the cost to perform the review or task, and will subsequently receive
some form of authorization to proceed. If a second or subsequent review is necessary (i.e.,
review of a response report, revised plans, etc.), these will typically be completed within 7 to
10 working days of our receipt of the re-submittal from the City, and costs to perform the
subsequent review will again be estimated. We will make every effort to meet an
accelerated turnaround schedule if requested by the City. If a major/non-standard project
is submitted, which may involve review of an abnormally large report or multiple reports,
an alternative review turnaround time may be requested upon receipt of the submittal and
mutually agreed upon with the City, but in most cases will not be expected to exceed 15
working days.
10
COTTON, SHIRES AND ASSOCIATES, INC. B-16
City of Rancho Palos Verdes
CLIENT REFERENCES
Mayl6, 2017
P5587
The following are relevant client references and project descriptions for projects of a similar
nature to those anticipated for the City of Rancho Palos Verdes .
Client: City of Malibu
Environmental Sustainability Department
23825 Stuart Ranch Road
Malibu, California 90265
Client Contact: Mr. Craig George
Building Official
Project Name:
Dates:
Key Members:
(310) 456-2489 ext. 229
Email: CGeorge@malibucity .org
Peer Review and On-Call Services for Geotechnical, Coastal
Engineering, and Environmental Health Projects
2014-Present
Mike Phipps (Role: Program Manager/ Principal Engineering Geologist
and Coastal Engineering and Geotechnical Reviewer)
Chris Dean (Role: City Geologist/Geotechnical Reviewer)
Matt Janousek (Role: Geotechnical Engineer/Environmental Health
Reviewer)
Description: CSA is under contract through
August 2018 to provide primary geotechnical,
coastal engineering, and environmental health
peer review services to the Envirornnental
Sustainability Department of the City of Malibu.
CSA provides City of Malibu staff with specific
recommendations regarding the acceptability of
project reports and provide detailed review
comments to bring the projects in compliance with
City requirements. CSA staff also work at the City's public counter twice a week as an
extension of City staff. Since October 2014, CSA has reviewed hundreds of development
projects ranging from new residential structures along the coastline to remodeled
commercial buildings that must adhere to strict Regional Water Quality Control Board
standards.
11
COTTON, SHIRES AND ASSOCIATES, INC. B-17
City of Rancho Palos Verdes May 16, 2017
P5587
In February and March 2017 CSA also provided on-call emergency response services for five
different sites that experienced landslides and other geologic hazards due to the heavy
rainfall within the Malibu area between December 2016 and February 2017.
Client:
Contacts:
City of Santa Monica
Building & Safety Division, PCD
1685 Main Street, Room 111
Santa Monica, California 90401
Mr. Orville Sabado, PE
Plan Check Supervisor
(310) 458 -22 01 ext. 5626
Email: Orville.Sabado@smgov.net
Project Name: Geotechnical Peer Review Services
Dates: 2012 -Present
Mr. Chris Lee
Assistant Building Official
(310) 458 -2201 ext. 6555
Chris. Lee@smgov.net
Key Members: Mike Phipps (Role: Program Manager/ Principal Engineering Geologist)
Matt Janousek (Role: Senior Geotechnical Engineer)
Pat Shires (Role: Senior Principal Geotechnical Engineer)
David Schrier (Role: Principal Geotechnical Engineer)
Description: CSA is under contract through June
2020 to provide geotechnical peer review services
to the Building and Safety Division, Planning &
Community Development Department of the City
of Santa Monica. Since November 2012, CSA has
reviewed approximately 140 development
projects ranging from room additions and new
residential structures to new multi-use buildings
up to ten stories. CSA principals have also
consulted to the City staff on issues pertaining to
the activity of the Santa Monica Fault Zone within the City, including a fault rupture hazard
evaluation for a major project along the mapped "South Branch" of the Santa Monica Fault.
Santa Monica has implemented an electronic document system resulting in fully electronic (i.e.,
paperless) subrnittals and peer reviews.
12
COTTON, SHIRES AND ASSOCIATES, INC. B-18
City of Rancho Palos Verdes
Client:
Contact:
City of Rolling Hills Estates
4045 Palos Verdes Drive North
Rolling Hills Estates, California 90274
Mr. David Wahba, AICP
Planning Director
(310) 377-1577 ext. 103
Email: davidw@ci .rolling-hills-estates.ca .us
May 16, 2017
P5587
Project Name: Third-Party Geotechnical Peer Review and Landslide Mitigation
Alternatives, Rolling Hills, California
Date: 2014
Key Members: Mike Phipps (Role : Project Manager/ Principal Engineering Geologist)
Pat Shires (Role : Principal Geotechnical Engineer)
John Wallace (Role: Lead Geologist)
Af/
Tma
Description: In
January 2014, CSA
was selected by the
City of Rolling
Hills Estates to
provide a third-
party geotechnical
peer review of a
large mixed-use
development
project that
involves
permanent mitigation of a multi-acre landslide that failed in 1997. The project is highly
visible and controversial as it is located within the city's main commercial district, it is
surrounded by developed property, and the involved property also borders the adjacent
City of Rancho Palos Verdes.
The City requested we review the extensive database of consultant reports and past
investigations of the involved properties, provide an independent third-party review of the
applicant's geotechnical reports, and also evaluate other possible mitigation alternatives for
the active landslide that might be implemented in lieu of the proposed development project.
CSA completed our initial scope of work and has prepared a draft report of findings. The
project is currently ongoing and is likely to involve further geoteclmical investigation of the
subject property .
13
COTTON, SHIRES AND ASSOCIATES, INC. B-19
City of Rancho Palos Verdes
Client: Public Works Department, City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, California 91362
Client Contact: Ms. Elaine Camia
Engineering Associate
(805) 449-2448
Email: ecamia@toaks.com
Mr. Brad Bussell, PE
Associate Engineer
(805) 449-2423
bbussell@toaks.com
May 16, 2017
P5587
Project Name: Geotechnical Peer Review of Proposed Residence, 14 Pinecrest Drive
(PPD 2016-70154), Thousand Oaks, California
Type of Service: Geotechnical Peer review and Grading Plan Review
Dates: October to December 2016
Key Members: Mike Phipps (Role: Program Manager/ Principal Engineering
Geologist/Geotechnical Reviewer)
Chris Dean (Role: Supervising Eng. Geologist/Geotechnical Reviewer)
Matt Janousek (Role: Geotechnical Engineering Reviewer)
Description: CSA has held an on-
call geotechnical services contract
with the City since 2014. In
October, 2016 we were authorized
to provide geotechnical peer
review services on behalf of the
City of Thousand Oaks Public
Works Deparhnent, for a proposed
new residence to be constructed
near the bottom of a vacant
hillside parcel on Pinecrest Drive.
CSA reviewed the project plans
and reports for compliance with applicable codes, guidelines, and standards of practice. To
achieve proposed pad grade, maximum cuts up to about 20 feet, compacted fill heights up
to about 30 feet, and retaining walls up to about 13 feet in height are proposed. Site
elevations ranged about 40 feet across the site. The site is located within a hazard zone for
earthquake-induced landslides, and is primarily underlain by bedrock of the Conejo
Volcanics formation. The project is currently going through the building plan check review
process. Our services were provided for less than the authorized budget.
14
COTTON, SHIRES AND ASSOCIATES, INC. B-20
City of Rancho Palos Verdes
ADDITIONAL SERVICES
May 16, 2017
P5587
Geotechnical services currently and historically provided by CSA to municipalities is not
limited to geotechnical report peer review and plan check, but has also included community
geologic hazard map preparation, landslide and erosion analysis, preparation of slope
repair recommendations, foundation investigations and geologic hazard studies for
municipal facilities, materials testing services, geotechnical engineering consultation, and
emergency response. We are also widely respected for our litigation support services in the
general fields of geology and civil and geotechnical engineering and have helped defend
numerous cities in litigation matters.
CSA has been retained in the communities of Malibu, Portola Valley, Palo Alto, Mountain
View, Cupertino, Brisbane, and the Counties of San Luis Obispo and San Mateo to provide
geotechnical support for evaluations required by the California Environmental Quality Act
(CEQA). We have completed environmental checklists and authored geologic and
geotechnical sections of Environment Impact Reports, and evaluated the adequacy of draft
environmental impact documents for public and private agencies. We have also identified
mitigation measures to address identified negative impacts and hazards.
We understand that geotechnical hazards can occur unpredictably and that they require
immediate attention and mitigation. Our personnel are dedicated earth science
professionals capable of immediate emergency response to the City's call. We will provide
the city with emergency contact information for assigned professional personnel who are
available 24 hours a day, and seven days a week. We also have significant experience
providing emergency response to major landslide events and eart11quakes. We have helped
the communities of Malibu, Rancho Palos Verdes, Daly City, Pacifica, San Bruno, Belmont,
Portola Valley, and Fremont respond to major landslide events, and our proposed project
manager and key point-of-contact with the City has provided similar services to the cities of
Malibu, Calabasas and Agoura Hills. In the City of Malibu, Mike Phipps and Chris Dean
have fulfilled this role for over 22 years and have provided emergency response on over two
dozen building and safety and public works matters, mostly during statewide declared
disasters resulting from heavy rainfall. In addition, CSA has completed inspection and
evaluations of over 1,000 residences damaged from the 1989 Loma Prieta earthquake as a
key technical member of the Santa Cruz County Earthquake Recovery Work Unit. Multiple
members of our staff are trained Disaster Service Workers under the Governor's Safety
Assessment Program.
15
COTTON, SHIRES AND ASSOCIATES, INC. B-21
City of Rancho Palos Verdes
FEE SCHEDULE
May 16, 2017
P5587
Our schedule of fees for geotechnical consulting services is attached in Appendix C. We
anticipate that geotechnical peer review work will be performed by Senior, Supervising and
Principal level staff, all of whom are licensed professionals in either Geotechnical
Engineering or Engineering Geology.
CONTRACT SERVICES AGREEMENT
We have reviewed the draft Contract Services Agreement that was attached to the RFP and
take no exceptions to this contract form.
INSURANCE REQUIREMENTS
We have reviewed the City's insurance requirements, including policies and coverage
amounts, and will submit proof of the required insurance with required named additional
insureds, if we are selected to provide consulting services to the City.
CONFLICT OF INTEREST
CSA does not have any conflict of interest, nor do we anticipate any conflict of interest, in
providing the requested geotechnical consulting services to the City of Rancho Palos
Verdes.
-o-
16
COTTON, SHIRES AND ASSOCIATES, INC. B-22
APPENDIX A
RESUMES OF KEY PERSONNEL
COTTON, SHIRES AND ASSOCIATES, INC.
B-23
CURRICULUM VITAE -MICHAEL B. PHIPPS
Principal Engineering Geologist
Manager, Southern California Office
Registration
Professional Geologist in California, PG 57 48
Certified Engineering Geologist in California, CEG 1832
Education
B.S. Geological Sciences: University of Southern California, Los Angeles, California, 1987
Graduate-level coursework in Hydrogeology, California State University, Northridge, 1989,
1992
Representative Experience
Mr. Phipps is registered California Professional Geologist and Certified Engineering Geologist
with over 30 years of diverse technical, project management, operations management and
executive experience in the geotechnical industry in southern California. His technical expertise
includes engineering geological site characterization studies, technical/peer review for
municipalities, geotechnical construction observation and monitoring, litigation support and
expert witness testimony, and geotechnical evaluation and remediation of landslides and other
geologic hazards. He has performed geotechnical investigations of the Flying Triangle,
Klondike Canyon, Abalone Cove, and Portuguese Bend (active and prehistoric) landslides
between 1986 and 1992. He provided technical geological support to Dr. James E. Slosson, a
former expert panel member of the Abalone Cove Landslide Abatement District technical panel,
and also performed peer review of several proposed development projects within Rancho Palos
Verdes during this time. In 2014 Mr. Phipps was the lead engineering geologist for a
residential distress investigation in Rolling Hills, and between 2014 and the present has been a
third-party reviewer of the Brickwalk Landslide for the City of Rolling Hills Estates. Mr. Phipps
conducted geotechnical peer reviews for the City of Palos Verdes Estates from 1993-1996 while
with another firm, and has been a peer reviewer and geotechnical consultant for over a dozen
cities in Southern California for the past 30 years.
Mr. Phipps' representative technical experience includes geotechnical investigation and
construction monitoring of earthfill dams; investigation of tunnel outfall alignments, pipelines,
and water storage facilities; geologic mapping, assessment and grading/construction
observation for mass-graded residential, commercial and industrial developments in Ventura,
Los Angeles, Orange, Riverside, San Bernardino and San Diego Counties; fault hazard
investigations; landslide and embankment failure investigation, instrumentation, and
remediation; geotechnical investigations for numerous types of structures involving both
shallow and deep foundations; geotechnical distress evaluations and litigation-related forensic
studies, including expert witness testimony; geotechnical due-diligence for property acquisition,
development siting and feasibility studies; groundwater development studies; water quality
evaluations; Phase I and II Environmental Site Assessments; oil well abandonment; and
COTTON, SHIRES AND ASSOCIATES, INC.
B-24
MICHAEL B. PHIPPS (cont.) Page 2
preparation of geotechnical sections of Environmental Impact Reports. He has successfully
managed projects with budgets exceeding $500,000.
Mr. Phipps has performed as City Geologist or Engineering Geological Reviewer for a large
number of southern California cities, primarily in Ventura and Los Angeles Counties. Mr.
Phipps has performed hundreds of geotechnical peer reviews for the City of Santa Monica since
2012, and he assisted the preparation of the initial draft of the City's "Guidelines for
Geotechnical Reports". He also has performed peer reviews for the City of Malibu's
Environmental Sustainability Department, including Coastal Engineering and geotechnical peer
reviews. He recently helped complete a peer review for the City of Thousand Oaks. He is well-
versed in excavation, grading, and building code practices, principles and regulations,
especially as they relate to engineering geology, hillside and coastal development. He has
assisted in the development and review of geotechnical guidelines and proposed code changes
for several municipalities, and has also assisted several cities with obtaining disaster-related
FEMA funding.
In 1998 Mr. Phipps opened the Camarillo (Ventura County) Office of Bing Yen & Associates,
Inc., a subsidiary of ATC Group Services Inc., with 3 employees and a handful of existing
clients. Through implementation of strategic marketing and business development, growth of
niche service sectors, and selective hiring, the operation steadily grew under his leadership to
its peak level of approximately $2 million/year in revenue in 2003, with approximately 20
employees and a full-service geotechnical laboratory. He expanded the company's
municipal/public works services to approximately 75% of revenues, with the remainder coming
from a variety of private sector clients and expert witness work. As Branch Manager, he was
responsible for operational profit/loss, productivity, and business development, while
maintaining his own chargeability with technical work at approximately 20%. At the executive
level he has overseen operations at multiple branch offices, inclusive of fiscal, business
development, and technical oversight responsibilities.
Professional History
Principal Engineering Geologist and Manager, Southern California Office, Cotton, Shires &
Associates, Inc., Thousand Oaks, California, 2008-Present
Principal Geologist, Geolabs-Westlake Village, Westlake Village, California, 2004-2008
Principal Geologist to Vice President of Operations and Branch Manager, Bing Yen &
Associates, Inc. (subsidiary of ATC Group Services Inc.), Camarillo and Irvine
Offices, California, 1998-2004
Senior Project Geologist, Leighton and Associates, Inc., Westlake Village, California, 1996-
1997
Senior Project Geologist and Manager of Geological Services, Bing Yen & Associates, Inc.,
Irvine, California, 1993-1996
Staff to Project Geologist, Slosson & Associates, Van Nuys, California, 1986-1993
COTTON, SHIRES AND ASSOCIATES, INC.
B-25
MICHAEL B. PHIPPS (cont.)
Professional Affiliations
American Society of Civil Engineers
Association of Engineering and Environmental Geologists
American Public Works Association
Coast Geological Society
Selected Publications
Page3
INVERSE CONDEMNATION: HOW TO WIN; HOW TO KEEP THE DAMAGES DOWN,
co-presented with G. Fisher, C. Schweikhard, and L. Sommer, Public Agency Risk Managers
Association Annual Meeting, Monterey, California, 2001, and six other venues.
GUIDELINES FOR PREPARING ENGINEERING GEOLOGY REPORTS, REVISED 1992,
assistant to J.E. Slosson, co-assisted by T.F. Blake, J.A. Johnson, J.R. Keaton, RA. Larson, C.M.
Scullin, & T.L. Slosson in County of Los Angeles Department of Public Works, Manual for
Preparation of Geotechnical Reports, Appendix pp. A28-A39, Revised August 2005.
THE CITY OF AGOURA HILLS REVIEW PROCESS: A CASE HISTORY OF THE
ESTABLISHMENT OF GUIDELINES TO EXPEDITE THE PREPARATION AND REVIEW
PROCESS OF ENGINEERING GEOLOGY REPORTS, co-authored with T.L. Slosson in
Proceedings of the Association of Engineering Geologists 35th Annual Meeting, Los Angeles,
California, 1992.
AN EXAMPLE OF SEQUENTIAL LAND USE NECESSITATING MITIGATION: WELL
ABANDONMENT IN THE KRAEMER OIL FIELD, YORBA LINDA, CALIFORNIA, co-
authored with J. E. Slosson and E.C. Spratte, in Proceedings of the Association of Engineering
Geologists 34th Annual Meeting, Chicago, Illinois, 1991.
USE OF MULTIPLE WORKING HYPOTHESES AND MULTIPLE GEOLOGIC/GEOPHYSICAL
TECHNOLOGIES TO ANALYZE A COMPLEX LANDSLIDE, co-authored with D.D. Crowther,
T.L. Slosson and J.E. Slosson in Proceedings of the 27th Symposium on Engineering Geology
and Geotechnical Engineering, Logan, Utah, 1991.
APPLICATION OF OIL WELL TECHNOLOGY AND CONTINUOUS CORING TO
LANDSLIDE INVESTIGATION, co-authored with AB. Esmilla and J.E. Slosson in Geology of
the Palos Verdes Peninsula and San Pedro Bay, Volume and Guidebook, Pacific Section AAPG
and SEPM, 1987.
COTTON, SHIRES AND ASSOCIATES, INC.
B-26
CURRICULUM VITAE -MATTHEW J. JANOUSEK
Senior Geotechnical Engineer
Registration
Registered Geotechnical Engineer in California, GE 3005
Professional Civil Engineer in California, PE 73401
Education
M.S., Geotechnical Engineering, University of California, Los Angeles, California, 2005
B.S., Civil Engineering, Colorado State University, 2003
Representative Experience
Mr. Janousek is a registered California Professional and Geotechnical Engineer with over 12 years of
experience in geotechnical studies, including: field exploration, laboratory testing, engineering
analyses and reporting, plan review, and construction observation. He has extensive experience with
a variety of municipal projects related to new and rehabilitated infrastructure including levees,
roadways, bridges, pipelines, and water tanks (e.g. above-ground and buried reservoirs). He has also
coordinated field work for residential, commercial, and public buildings; medical, corrections
facilities, airports, roads, and bridges; and military, power, and recreational facilities. He has
observed the installation of hundreds of driven and drilled piles (CIDH), ground anchors, and has
experience with hollow-stem-auger, rotary wash, and bucket augers drilling. His technical
background includes evaluation of seepage, slope stability, settlement, shallow and deep foundation
design, compressible and expansive soils, and liquefaction potential. Mr. Janousek also has extensive
experience on construction sites, from observation of grading and compaction activities to installation
of building and bridge foundations. Mr. Janousek has performed dozens of geotechnical peer reviews
for the City of Santa Monica since mid-2015. He also has performed hundreds of peer reviews for the
City of Malibu's Environmental Sustainability Department, including Environmental Health and
geotechnical peer reviews. He recently helped complete a peer review for the City of Thousand
Oaks.
Mr. Janousek's project management experience includes: tracking budget and schedule; directing,
monitoring, and controlling technical work; preparing technical reports, bid packages, and cost
estimates; providing leadership to the team throughout the project; and ensuring delivery of high-
quality products. As project engineer, he works closely with the project team to analyze data, prepare
reports, facilitate workshops, and train field staff for geotechnical observation and testing.
Professional History
Senior Geotechnical Engineer, Cotton, Shires and Associates, Thousand Oaks, CA, 2015 to Present
Project Engineer, Fugro Consultants, Inc., Ventura, CA, 2008 to 2015
Staff Engineer, Kleinfelder, Diamond Bar, CA, 2005 to 2008
Professional Affiliations
American Public Works Association
American Society of Civil Engineers
COTTON, SHIRES AND ASSOCIATES, INC. B-27
CURRICULUM VITAE -CHRISTOPHER W. DEAN
Supervising Engineering Geologist
Registration
Certified Engineering Geologist, California, CEG 1751
Professional Geologist in California, PG 5354
Education
M.S., Geology, Texas A&M University, College Station, Texas, 1992
B.A., Geology and Spanish, Franklin and Marshall College, Lancaster, Pennsylvania, 1980
Representative Experience
Mr. Dean is a Professional Geologist and Certified Engineering Geologist with over 37 years of
experience as a geologist, including 30 years as an engineering geologist in Southern California.
Since 1995, Mr. Dean has been the acting City Geologist for the City of Malibu. He has been
responsible for technical geologic reviews of new residential and commercial development,
additions and remodels to existing structures, subdivisions, lot line adjustments, swimming
pools and accessory structures, onsite wastewater treatment systems, and rebuilds from fire
damage. He consults with the Building and Safety Department regarding new policies for
streamlining the geotechnical review process. He has reviewed existing process changes to the
City codes and presented new updated geotechnical guidelines to the City Council, which they
adopted. Mr. Dean has served as geologic consultant to the Public Works Department for in-
house projects. He also performs reviews of environmental impact reports and initial studies
for the Planning Department, as well as attends Environmental Review Board, Planning
Commission, and City Council Meetings when requested. He has served as consultant to City
Public Works staff regarding the three Landslide Assessment Districts as well.
Mr. Dean has also performed geotechnical investigations and construction observations for
single-and multi-story structures, including facilities at Pepperdine University, the City of
Calabasas, and Hicks Canyon Dam Sites in Orange County. He was a field geologist during the
grading and construction of the Spanish Hills Golf and Country Club in Camarillo. He was
partly responsible for the geologic investigation for this 430 acre development, and duties
included detailed geologic mapping of all cuts, canyon cleanouts, landslide removals,
supervision of subdrain installations, and preparation of in-grading maps, cross-sections, and
reports. Mr. Dean has also investigated distressed properties and installed ground water
monitoring wells adjacent to potentially active landslides.
Mr. Dean's project management experience includes: tracking budgets and schedules; directing,
monitoring, and controlling technical work; preparing technical and monitoring reports,
preparing cost estimates and proposals; and ensuring delivery of high-quality products.
Professional History
Supervising Engineering Geologist, Cotton, Shires and Associates, Thousand Oaks, CA,
2016 to Present
Associate Geologist, Fugro Consultants, Inc., Ventura, CA, 2004 to 2016
Senior Project Geologist, Bing Yen & Associates, Inc. /ATC, 1994 to 2004
COTTON, SHIRES AND ASSOCIATES, INC. B-28
CURRICULUM VITAE -PATRICK 0. SHIRES
President
Senior Principal Civil and Geotechnical Engineer
Senior Principal Geophysicist
Registration
Geotechnical Engineer in California, GE 770
Professional Civil Engineer in California (PE 26397), Colorado, Hawaii, Idaho, and Washington
Professional Geophysicist in California, GP (879)
Education
M.S., Geotechnical Engineering with Graduate Courses in Geophysics: Stanford, California,
1975
B.S., Stanford University, California, 1972
Representative Experience
Mr. Shires is a registered California Professional and Geotechnical Engineer with over 44 years
of professional experience in the fields of civil and geotechnical engineering throughout the
western United States. As Senior Principal in Charge of all CSA civil and geotechnical
engineering projects, Mr. Shires' responsibilities range from investigation, analysis and product
review to final design participation and project management for large projects. He has
extensive experience in landslide investigation, characterization, and mitigation, and he has
performed peer reviews of multiple landslide-affected properties for the City of Rancho Palos
Verdes, including the Ocean Trails Golf Course Landslide (and surrounding development now
known as Trump National Golf Club), and projects on the dormant portions of the Abalone
Cove and Portuguese Bend Landslide. Mr. Shires remains actively involved in the engineering
investigation, design, construction, and review for technical investigations. He has helped
perform several geotechnical peer reviews for the City of Santa Monica since 2012.
Throughout his career, Mr. Shires has supervised the technical investigation and engineering
and geophysical analyses for many water and wastewater treatment and distribution facilities,
dams, nuclear-and fossil-fuel power plant and high-rise building sites throughout the western
United States. He investigated over 50 dam sites and was the chief design engineer for a 160-
foot high rockfill dam in Arizona. Mr. Shires has also specialized in the design of remedial
measures for dealing with drainage and slope stability problems, including the design of
grading plans, retaining wall structures, shear pins, tiebacks and extensive drainage works. He
has worked on numerous dam projects, including design, remediation, monitoring and
interaction with various governing agencies.
Mr. Shires has also specialized in the design of remedial measures for dealing with drainage
and slope stability problems, including the design of grading plans, retaining wall structures,
shear pins, tiebacks and extensive drainage works. He has worked on numerous dam projects,
including design, remediation, monitoring and interaction with various governing agencies. He
has been the chief design engineer on over 200 landslide repair projects, including designing a
$50,000,000 landslide repair in Santa Barbara County, coastal seawalls to protect the Esplanade
COTTON, SHIRES AND ASSOCIATES, INC. B-29
PATRICK 0. SHIRES (cont.) Page2
Avenue bluff in Pacifica and extensive slope repairs to protect homes below the Knockash Hill
rockslides in San Francisco. He was retained by the Chinese government to work on the
Yangtze Water Resource Commission's Three Gorges Dam project in China and was the MTA
tunneling geotechnical engineering expert for over $10 billion in claims in Los Angeles.
As Principal Geophysicist, Mr. Shires has conducted numerous geophysical investigations
throughout the western United States, from small-scale studies of rippability for grading to
providing Quality Assurance for investigations at P.G.&E.' s nuclear power plants in California
to investigations of numerous dam sites.
Professional History
President, Senior Principal Civil and Geotechnical Engineer and Geophysicist, Cotton, Shires
and Associates, Inc., Los Gatos, California, 1983 -Present
Supervising Civil and Geotechnical Engineer and Geophysicist, 1972-1983
Earth Sciences Associates, Inc., Palo Alto, California
Professional Affiliations
American Society of Civil Engineers
American Underground Association
Society of Exploration Geophysicists
Appointments
American Society for Testing and Materials
Earthquake Engineering Research Institute
Consulting Engineers Association of California
Industrial Research Associate: United States Geological Survey, Menlo Park, California
Past Member /Chairman: Architectural Site Control Commission, Portola Valley, California
Expert Consultants Panel Member: City of Rancho Palos Verdes, California
Arbitrator: California Ridge Development, San Jose, California
Independent Geotechnical Expert for Mediators: Rancho Solano Development, Fairfield,
California; Knockash Hill Rockslides, San Francisco, California; Buck Center/Partridge Knolls
Landslide, Novato, California; Jackson Meadows Subdivision Slope Stability, Morgan Hill,
California; and Calabasas Slope Movement, Calabasas, California
Selected Publications
GEOLOGIC AND GEOTECHNICAL FACTORS CONTROLLING INCIPIENT SLOPE
INSTABILITY AT AGRA VEL QUARRY, LIVERMORE BASIN, CALIFORNIA (with P.L.
Johnson and T.P. Sneddon): Environmental & Engineering Geoscience, Vol. XXII, No. 2, May 2016,
pp. 141-155.
THE SUBSURFACE COMPLEXITY OF ALLUVIUM-BUTTRESSED LANDSLIDES AT
KNIGHTS VALLEY, CALIFORNIA 2013 (with P.L. Johnson): Geological Society of America,
Abstracts with Programs, v. 45, no.7, p. 150.
THE SYCAMORE RANCHITO LANDSLIDE, SANTA BARBARA, CALIFORNIA: in Proceedings
of the 2012 XIII International Conference and Field Trip on Landslides (ICFL), Kyoto, Japan.
COTTON, SHIRES AND ASSOCIATES, INC.
B-30
PATRICK 0. SHIRES (cont.) Page3
THE VAL POLA LANDSLIDE OF 1987, VALTELINA, ITALY: in Proceedings of the 2000 Annual
Meeting of the Association of Engineering Geologists, San Jose, California.
EVALUATION OF BUILDING DISTRESS CLAIMS DUE TO TWIN SUBWAY TUNNELING IN
HOLLYWOOD, CALIFORNIA, 2000 (with W.F. Cole and E.A. Hay): in Proceedings of the 2000
Annual Meeting of the Association of Engineering Geologists, San Jose, California.
ADDED WEIGHT INCREASE VIA RAINFALL: A LIKELY FAILURE MECHANISM FOR
COLLUVIAL LANDSLIDES ON OAHU, HAWAII: 1997 (with W. F. Cole), in Proceedings of1997
Annual Meeting of Association of Engineering Geologists, Portland Oregon.
ANALYSIS OF LANDSLIDES TRIGGERED BY THE 1989 LOMA PRIETA EARTHQUAKE,
CENTRAL SANTA CRUZ MOUNTAINS, CALIFORNIA: in review (with W. F. Cole, D. R.
Marcum and B. R. Clark), in The Loma Prieta, California Earthquake of October 17, 1989, U. S.
Geological Survey Professional Paper.
CHARACTERIZATION OF LANDSLIDES FOR EVALUATION OF EARTHQUAKE-
TRIGGERED LANDSLIDES IN CALIFORNIA: 1994 (with W.F. Cole, J.M. Wallace and D.R.
Marcum), in Proceedings of 371" Annual Meeting of Association of Engineering Geologists,
Williamsburg, Virginia.
STANDARD-OF-CARE FOR EXPANSIVE SOIL DESIGN: 1992, (with H. Mack), Proceedings of
the 7th International Conference on Expansive Soils, August 3-5, 1992, Dallas, Texas, sponsored
by the American Society of Civil Engineers, International Society of Soil Mechanics and
Foundation Engineering, National Science Foundation and Texas Tech University, Volume 1,
pp. 387-391.
ANALYSIS OF LOMA PRIETA EARTHQUAKE-TRIGGERED LANDSLIDES, CENTRAL
SANTA CRUZ MOUNTAINS, CALIFORNIA: 1991, (with W. F. Cole, D.R. Marcum, B. R. Clark,
and R. P. Lozinsky), Geological Society of America, Cordilleran Section 87th Annual Meeting,
March 25-27, 1991, San Francisco, California, Abstracts with Programs, p.63.
INVESTIGATION OF LANDSLIDES TRIGGERED BY THE 1989 LOMA PRIETA
EARTHQUAKE AND EVALUATION OF ANALYSIS METHODS: 1991 (with W. F. Cole, D.R.
Marcum and B. R. Clark), Final Technical Report to U. S. Geological Survey, National
Earthquakes Hazards Reduction Program, Grant Award No. 14-08-0001-G1860.
PRELIMINARY SUBSURFACE CHARACTERIZATION OF EARTHQUAKE-TRIGGERED
LANDSLIDES IN THE CENTRAL SANTA CRUZ MOUNTAINS, CALIFORNIA: 1990, (with W.
F. Cole, R. P. Lozinsky, and B. R. Clark), Geological Society of America Annual Meeting,
October 28-November 1, 1990, Dallas, Texas, Abstracts with Program, Volume 22, Number 7,
p.58.
INVESTIGATION OF 31 LANDSLIDES AFFECTING THE CITY OF SANTA CRUZ WATER
SUPPLY DISTRIBUTION SYSTEM: August, 1982, (with L. Alvarez and R. H. Wright),
Conference on Landsliding Resulting from the January 1982 San Francisco Bay Area Storm,
Stanford University.
COTTON, SHIRES AND ASSOCIATES, INC.
B-31
CURRICULUM VITAE-JOHN M. WALLACE
Principal Engineering Geologist
Registration
Professional Geologist in California, PG 6151
Certified Engineering Geologist in California, CEG 1923
Education
M.S. Geology: San Jose State University, San Jose, California, 1991
B.S. Geology: University of Southern California, Los Angeles, California, 1985
Representative Experience
Mr. Wallace is registered California Professional Geologist and Certified Engineering Geologist
with over 31 years of experience in the fields of geology and engineering geology, working on
projects in both northern and southern California as well as South Dakota and Hawaii. He has
extensive experience in landslide investigation, characterization, and mitigation. He has
performed peer reviews of multiple landslide-affected properties for the City of Rancho Palos
Verdes, including the Ocean Trails Golf Course Landslide (and surrounding development now
known as Trump National Golf Club), and projects on the dormant portions of the Abalone
Cove and Portuguese Bend Landslide. He has performed detailed geologic investigations of
several large, active landslides that severely distressed roadways and residential areas,
including the Amesti Road landslide in Watsonville; the Alpine Road Restoration Project in
Portola Valley; Old Santa Cruz Highway landslides, Santa Clara County; Anaheim Hills
landslide; the Partridge Knolls landslide; The Weeks Creek landslide; and the Manoa Valley
landslide in Oahu, Hawaii. These projects involved extensive surface and subsurface
investigation, instrumentation, and analysis. He provided emergency hazard evaluations for
PG&E repair crews in Santa Cruz County who were re-establishing power disrupted by
landslides during the heavy 1998 winter rains. He also performed geologic mapping and
evaluation of steep rock slopes affecting penstocks within PG&E's hydro-generation facilities in
the northern, central and southern Sierra Nevada, in addition to extensive experience in hydro-
projects such as mapping dam abutments, tunnels and penstock alignments, as well as tunnel,
abutment, and portal rock bolting. Mr. Wallace has also been involved with geologic mapping
and siting studies for several fault constrained reservoirs, and recently mapped unstable coastal
bluffs in Capitola, Aptos, and Pacifica. Many of these projects involved using rock climbing
techniques to safely access steep rock slopes.
As a field geologist with Electrowatt/Gibbs and Hill from 1986 to 1988, Mr. Wallace participated
in the exploration and construction phases of the North Fork Stanislaus Hydroelectric Project,
where he was involved in siting studies for four dam sites (including one thin-arch concrete
dam, one concrete-face rockfill dam, and two concrete gravity dams) and over ten miles of
pressure tunnel and shafts. His responsibilities included geologic mapping, exploratory drilling
and core logging, rock bolt support layout for dam abutments, geotechnical instrumentation
installation and monitoring, exploratory trench logging, and extensive tunnel mapping of 10
COTTON, SHIRES AND ASSOCIATES, INC.
B-32
JOHN M. WALALCE (cont.) Page2
miles of pressure tunnels and shafts, tunnel rock bolt support layout, and pressure grouting
supervision.
Mr. Wallace's current duties include: research and compilation of pertinent geologic data;
photogeologic mapping from aerial photographs; large-scale and regional engineering geologic
field mapping; coordination, logging, and analysis of subsurface exploration programs,
including downhole logging of large-diameter exploratory borings; inspection, testing and
monitoring of grading and engineered fill operations; installation and monitoring of slope
inclinometers and piezometers; laboratory testing; and the final preparation of technical reports,
maps and cross sections.
Professional History
Staff to Principal Engineering Geologist, 1990 -Present; Cotton, Shires and Associates, Inc., Los
Gatos, California.
Field Geologist, 1986-1988; Electrowatt Engineers/Gibbs and Hill, North Fork Stanislaus
Hydroelectric Project, Murphys, California.
Field Geologist, 1986; United States Geological Survey, Denver, Colorado.
Professional Affiliations
Association of Engineering Geologists
Earthquake Engineering Research Institute
Selected Publications/ Abstracts
THE OCEAN TRAILS LANDSLIDE: DEFINING SAFE ZONES ALONG HIGH COASTAL
BLUFFS, RANCHO PALOS VERDES, CALIFORNIA; 2005 (with William R. Cotton), in
Abstracts with Programs, Geological Society of America lOlst Annual Meeting, Cordilleran
Section, 2005, Page 43.
GEOLOGIC AND GEOTECHNICAL CHARACTERIZATION OF THE WEEKS CREEK
LANDSLIDE, SAN MATEO COUNTY, CALIFORNIA: 1994 (with William F. Cole and Patrick
0. Shires), National Earthquake Hazards Reduction Program, U. S. Geological Survey grant
1434-93-G-2340.
GEOLOGIC INVESTIGATION OF MECHANISMS CAUSING DEFORMATION OF COYOTE
LAKE DAM, SANTA CLARA COUNTY, CALIFORNIA: 1994 (with Tim Hall, Michael Angell,
and William F. Cole), in Geological Society of America, Cordilleran Section 90th Annual
Meeting, March 21-23, 1994, San Bernardino, California, Abstracts with Programs, p. 56.
GEOLOGIC CONSTRAINTS ON THE QUATERNARY TECTONIC HISTORY OF THE
NORTHEASTERN MARGIN OF THE CENTRAL SANTA CRUZ MOUNTAINS, CALIFORNIA:
1994 (with William R. Cotton, and William F. Cole), in EOS, Transactions, American
Geophysical Union, 1994, Fall Meeting, p. 682.
COTTON, SHIRES AND ASSOCIATES, INC.
B-33
JOHN M. WALALCE (cont.) Page3
INSTABILITY OF AN ABANDONED QUARRY SLOPE: LESSONS LEARNED FROM
FRANCISCAN COMPLEX CHERT, SAN FRANCISCO, CALIFORNIA: 2002 (with Dale R.
Marcum, and William R. Cotton), in Program with Abstracts, Association of Engineering
Geologists, 2002, Annual Meeting, Page 89.
ROCKFALL HAZARD EVALUATION AT THE KERN INTAKE, KERN CANYON PENSTOCK,
KERN RIVER, SOUTH-CENTRAL CALIFORNIA: 2002 (with William D. Page, Dale R. Marcum
and Joseph M Durdella ), in Program with Abstracts, Association of Engineering Geologists,
2003, Annual Meeting, Page 70.
CATASTROPHIC DEBRIS FLOW FAILURE OF THE LA CONCHITA HILLSIDE: LESSONS
REVISITED, VENTURA COUNTY, CALIFORNIA; 2005 (with William R. Cotton), in Abstracts
with Programs, Geological Society of America lOlst Annual Meeting, Cordilleran Section, 2005,
Page 43.
GEOLOGIC CHARACTERIZATION OF RENGE-FRONT THRUST FAULTS, WESTERN
MARGIN OF SANT A CLARA VALLEY, CALIFORNIA, 2005, (with Ted M. Sayre, Ron S.
Rubin), in Abstracts with Programs, Geological Society of America lOlst Annual Meeting,
Cordilleran Section, 2005, Page 43.
COTTON, SHIRES AND ASSOCIATES, INC.
B-34
APPENDIXB
SUMMARIES OF PERTINENT PROJECT EXPERIENCE
COTTON, SHIRES AND ASSOCIATES, INC.
B-35
GEOTECHNICAL PEER REVIEW CLIENTS
Geotechnical Peer Review is the process of evaluating geologic and soils reports that are
submitted to municipal agencies in support of development applications. The
Geotechnical Peer Review process serves to ensure that potential geotechnical hazards
(e.g., landslides, earthquake faults, expansive soils, liquefaction, settlement, etc.) are
identified and mitigated at the expense of the developer, rather than become liabilities
to municipalities and individual homeowners. It has been demonstrated repeatedly that
Geotechnical Peer Review dramatically reduces potential losses to both private and
public properties, thus protecting the community from severe economic impacts.
CSA has been providing geotechnical peer review services to communities since 1974.
In these communities, CSA acts as an extension of the City or Town staff, and
frequently participates in meetings with planners and applicants to help resolve
geotechnical issues. The specific interaction between municipalities and CSA varies
depending on the individual municipality's system and priorities. In some
communities, CSA reports directly to the Planning Director during the Design Review
phase of the application process. In other communities, CSA works with the Building
Department to ensure that final design properly mitigates geotechnical concerns.
CITY OF BERKELEY TOWN OF PORTOLA VALLEY
CITY OF BRISBANE CITY OF MALIBU
CITY OF CUPERTINO CITY OF SANTA MONICA
CITY OF DUBLIN CITY OF SARATOGA
CITY OF FREMONT CITY OF SAN BRUNO
TOWN OF LOS ALTOS HILLS CITY OF SOUTH SAN FRANCISCO
CITY OF MILLBRAE
CITY OF PACIFICA
Northern California Office
330 Village Lan e
Los Ga tos, CA 95030-7218
(408) 354-5542 • Fax (408) 354-1852
Central California Office
6417 Dogtown Road
San Andreas, CA 95249-9640
(209) 736-4252 • Fax (209) 736-1212
www .cottonshires.com
COUNTY OF SAN MATEO
TOWN OF WOODSIDE
Southern California Office
2804 Camino Dos Rios, Suite 201
Thousand Oaks, CA 91320-1170
(805) 375-1050 • Fax (805) 375-1059
B-36
Project Name:
Location:
Date:
Key Members:
Client:
Client Contact:
Slope Improvement Project East of North
Euclid Street
Fullerton, California
2012-2014
Mike Phipps (Role: Project Manager/
Project Engineering Geologist)
Pat Shires (Role: Principal Engineer)
Private Homeowners/Wasserman, Comden,
Casselman & Esensten
David Casselman
( dbc@casselmanlawgroup.com)
(818) 609-2323
Permit Agencies: City of Fullerton
Description
In the winter of 2005, widespread slope failures (shallow landslides) occurred on a tall graded
slope ascending from and east of North Euclid Street from Paseo Dorado to 1,350 feet north of
Rosecrans Avenue, in Fullerton, California. The subject slope is characterized by a steep (1 .5:1,
H:V) fill slope constructed in the mid 1960's and having up to one to two levels of drainage
terraces with concrete V-ditches. Trail improvements, consisting of unsupported toe cuts and
construction of masonry block retaining walls with cuts above them in combination with heavy
rainfall, precipitated the slope failures.
4+08
'""
'""
100
Northern California Office
330 Village Lane
Los Gatos, CA 95030-7218
/ NMW
(408) 354-5542 • Fax (408) 354-1852
4+08'
Lot53 '""
,,...--·~-----160 3'-'Slopo ,..,,.. -
I ,J ~ -Af
,,,,,,"-_ -
".__ 1
Qlhc
100
---~IO
Central California Office
6417 Dogtown Road
San Andreas, CA 95249-9640
(209) 736-4252 • Fax (209) 736-1212
www.cottonshires.com
In 2012, CSA conducted a design
geotechnical investigation and
prepared a design geotechnical
report which presented
recommendations and options for
temporary slope improvement
measures . CSA subsequently
prepared project plans,
specifications and estimates.
Temporary slope improvements
were recommended for the failed
portions of the subject slope
consisting of the removal of
Southern California Office
2804 Camino Dos Rios, Suite 201
Thousand Oaks, CA 91320-1170
(805) 375-1050 • Fax (805) 375-1059
B-37
landslide debris, reuse and importing (as necessary) of fill soil and replacement of the failed
portions of the slope with geogrid-reinforced engineered earth fill to industry accepted factors
of safety of 1.5 static and 1.1 seismic (with a pseudostatic seismic coefficient of 0.15) and seismic
displacements of less than 12 inches for shallow slope stability. The design included evaluation
of options incorporating large modular Inter-Block type walls and/or smaller Keystone type
walls along the top and toe of slope adjacent to the City's right of way. The entire lowermost
V-ditch and the southernmost portion of the uppermost V-ditch were recommended to be
replaced due to their deteriorated condition.
Construction took place from July, 2013 through January, 2014. CSA provided all civil design,
geotechnical construction observation and testing, surveying, and construction management,
and prepared an as -built geotechnical report in February 2014 . The project was completed on
time and within a constrained budget that was the result of a litigation settlement.
COTTON, SHIRES AND ASSOCIATES, INC. B-38
Project Name:
Location:
Date:
Key Members:
Mosser Rockslide on Telegraph Hill
San Francisco, California
2012-Present
Dale Marcum (Role: Project Manager/
Project Engineering Geologist)
Pat Shires (Role: Principal Engineer)
Approximate Area of
January 23,,2012 Rockfall
\
Client: Public Works Department, City of San Francisco
Client Contact: Mr. Rinaldi Wibowo, ( 415) 558-4551
Description
Telegraph Hill in San Francisco was an area of quarrying activities
from the 1800s to the early 1900s. The rock was used to build
wharf structures, and was used as ballast for empty ships leaving San Francisco during the gold
rush era. The quarry activity left many tall, steep and unsupported rock slopes in the Telegraph
Hill area. In January of 2012 after intense rainfall, a portion of a precipitous old quarry rock
slope failed as a catastrophic rockslide that destroyed a rock catchment fence, damaged a
vehicle and a residential apartment building at the base of the slope. CSA was asked to perform
an engineering geologic and geotechnical investigation to assess the rock failure mechanics, and
to design mitigation measures to repair the slope. Based on our mapping, CSA determined that
the failure was controlled by a series of intersecting joints, and there were other areas of the
slope with similar kinematic conditions where additional rock slope failures could occur. CSA
characterized the strength of the joints, and
performed kinematic and limit equilibrium
analyses to design a repair consisting of
shotcrete, rock bolts and two layers of wire mesh
pinned to the slope. The repair is currently
under construction, and should be completed
this year.
COTTON, SHIRES AND ASSOCIATES, INC. B-39
REPRESENTATIVE LANDSLIDE REMEDIATION PROJECTS
CSA has investigated, analyzed and designed stabilization structures for various large
landslides and unstable slopes, including the following recent jobs:
1) Sycamore Ranchito Landslide Repair Project
CSA investigated the subsurface conditions
using vanous methods including downhole
logging of 15 large-diameter borings, logging drill
cuttings and samples from 42 small-diameter
borings, monitoring 42 slope inclinometer casings
with piezometers installed in small-diameter
borings, and performing 13 geophysical survey
lines.
CSA investigated surface conditions at the
landslide by reviewing published maps and reports of the area, evaluating aerial
photographs flown between 1928 and 2006, developing a detailed topographic map of the
landslide utilizing orthophotography and supplemented with a total station survey.
Detailed engineering geologic mapping was then performed on this topographic base map.
Our analysis consisted of extensive laboratory testing, performing rock toppling
analysis with the assistance of Professor Goodman, and performing static and State-of-the-
Art dynamic finite element slope stability analysis with the assistance of Professor Bray.
Our analysis consisted of iteratively adding tiebacks and/or shear pin resistance to the
analysis until a suitable factor of
safety was calculated. The
critical condition turned out to
14
be the dynamic (earthquake
loading) with the designed ~
maximum deformation of 6 g
m inches. The resulting static As-
Built Factor of Safety will be at
least 1.77. Based on our analysis,
and working with the Project
Northern California Office
330 Village Lane
Los Gatos, CA 95030-7218
(408) 354-5542 • Fax (408) 354-1852
Central California Office
6417 Dogtown Road
San Andreas, CA 95249-9640
(209) 736-4252 • Fax (209) 736-1212
www.cottonshires.com
--
Southern California Office
2804 Camino Dos Rios, Suite 201
Thousand Oaks, CA 91320-1170
(805) 375-1050 • Fax (805) 375-1059
14'
B-40
Representative Landslide Remediation Projects
Page2
Structural Engineer, we developed
designs for the individual phases
and prepared corresponding
drawings and specifications.
The project budget for all seven
phases was $50 Million, and was
completed in 2012. The client is the
Landslide Repair Foundation
(Ronald Stronach, 307 E. Carrillo
Street, PO Box 4325, Santa Barbara,
CA 93140, 805-963-4646); CSA
design personnel were Patrick 0. Shires, David T. Schrier and Dale R. Marcum; the
Contractor was Condon -Johnson & Assoc.
2) Lakeside Circle Landslide in San Livennore, California. This landslide failed in a 100-
foot high quarry wall and impacteq a multi-million dollar subdivision upslope, resulting in
a direct impact to 18 homes and an indirect threat to over 50 homes. CSA investigated the
120-foot deep landslide using multiple
small -and large-diameter borings,
inclinometers and piezometers. CSA
designed a staged buttress to repair the
hillside. The repair design consisted of a
350,000 cubic yard buttress filt half of
which was gravel placed underwater and
recompacted in slots to stabilize a slope in
a residential neighborhood. Twenty .,
groundwater extraction wells were also
utilized to improve stability.
Construction and was completed in 2009
for $5,000,000 for the quarry owner, CEMEX (Jack Blanton, Director of Aggregate
Operations -Pacific Region, CEMEX, 5180 Golden Foothills Parkway, El Dorado Hills,
California 95762, 916-941-2907); CSA design personnel were Patrick 0. Shires and Timothy
P. Sneddon; the Contractor was DeSilva Gates Construction;
COTTON, SHIRES AND ASSOCIATES, INC. B-41
Representative Landslide Remediation Projects
Page3
3) Artesa Winery Landslides in Napa
County, California. A series of large
landslides impacted a large winery
facility and vineyard lands in 1998. CSA
investigated the landslides and provided
a phased design approach to remedial
measures that included massive grading
for an earthfill buttress, reinforced
concrete shear pins, multiple tiebacks and
soldier pile retaining wall structures.
Construction was completed in phases
that have amounted to over $4,000,000 in construction costs to date; the final phase was
completed in 2010 for the winery owner in Napa County, California (Ms. Mona Marlow,
ARTESA WINERY, 1345 Henry Road, Napa, CA 94559, 707-224-1668); CSA design
personnel were Patrick 0. Shires and David T. Schrier; the Contractors were The Case
Pacific Company and Soil Engineering Construction;
4) Esplanade Bluff Failure in Pacifica, California. Severe winter storms undercut a 750-
foot long section of coastal bluff causing portions of several homes to fall into the Pacific
Ocean. CSA investigated the slope and designed a stone revetment seawall combined with
grading of the bluff to protect Esplanade A venue and the homes on abutting the street.
Ten homes valued at over $5,000,000 were removed from the bluff
and replaced with a park and a $1,500,000 stone revetment was
constructed at the toe of the bluff to resist further undercutting by
wave action. Construction was completed in 1998 under an
emergency permit using FEMA funding for the
City of Pacifica, California and the permit was finally approved
by the California Coastal Commission in 2009; the client was the
City of Pacifica (Van O'Campo, City of Pacifica, Public Works,
Engineering, 170 Santa Maria Ave, Pacifica, CA 94044 650-738-
3770), CSA design personnel was Patrick 0. Shires; the Contractor
was Power Engineering Contractors;
COTTON, SHIRES AND ASSOCIATES, INC. B-42
Representative Landslide Remediation Projects
Page4
A s -Built Cross Section
00-
"'
Pa cific
Ocea n
, \Mnler beech e1ewtian ',
{2149 datum)
1---=---2.._ _.:: ~ ~ -.....__ -
0 .
s
60
20
\ ~ '--2Ci~---------~------~------------'--10
5) Polhemus R oad Landslide in San Mateo, California. A large hillside failed onto a major
artery in San Mateo County, threatening the entire water supply for the City and County of
San Francisco. CSA was retained to investigate and design repair measures under the
review of San Francisco and San
Mateo County agencies.
Construction consisted of
removing and replacing the
landslide with drained
engineered fill and installing a
25-foot high soldier pile retaining
wall held back by tiebacks
connected to a large reinforced
concrete block embedded in the
fill as a deadman anchor.
Construction was completed in
1999, and co sts were over
$3,000,000; the client was Soil Engineering Construction, Inc. (Robert Mahony, Soil
Engineering Construction, 927 Arguello Street, Redwood City, CA, 650-367-9595); CSA
design personnel were Patrick 0. Shires, David T. Schrier, and Dale R. Marcum; the
Contractors was Soil Engineering Construction;
COTTON, SHIRES AND ASSOCIATES, INC. B-43
Representative Landslide Remediation Projects
Page 5
6) Knockash Hill
Rockslides in San
Francisco, California. A
large rock slope failed in
1998, undercutting a
residence above and
impacted a new residential
subdivision below,
including the home of the
Chief of Police for the City
and County of San
Francisco. CSA
investigated the slope and
designed repair measures
consisting of grading of
one large landslide and
5
12.70
1200 .
11 80
J J6() -
I H O
1120
JZ7
I IUO
1000 -
305 Edgehill Way
-uo
11 8
-11 2
-1J o
~ 108
reinforced concrete belt 1"'0 -'-----------------.......__---------'--100
---N42W----~
beams that were tied back
with anchors. The $500,000 home at the top was removed as part of the repair and over
$2,000,000 in costs were incurred for the slope repairs. Work was conducted for the Dames
& Moore/URS (William Paratore, Dames & Moore/URS, 221 Main Street, Suite 600, San
Francisco, CA 94105 510-446-2333) and construction was completed in 1998; CSA design
personnel were Patrick 0 . Shires, David T. Schrier, and Dale R. Marcum; the Contractor
was Soil Engineering Construction;
7) Hillside Drive in San Leandro, California. Construction consisted of installing shear
pins and high tension tiebacks to stabilize a slope in a residential neighborhood and was
completed in 2001 for $1.5 Million, for
the City of San Leandro, California
(Austine Osakwe, City of San Leandro,
CA Engineering and Transportation
Department, 835 East 14111 Street, San
COTTON, SHIRES AND ASSOCIATES, INC. B-44
Representativ e Landslide Remediation Projects
Page 6
Leandro, CA 94577, 510 -577-3428); CSA design personnel were Patrick 0 . Shires, David T.
Schrier, and Dale R. Marcum; the Contractors were N .B. Houge and Drill Tech Drilling and
Shoring;
8) Old Santa Cru z H ighway in Santa Clara
County, California . Construction consisted
of installing a row of shear pins with a
tiebeam to support a 15 -foot high modular
block and geogrid wall and reconstruct Old
Santa Cruz Highway across a deep
landslide. The project was completed in
2002 for $1 Million for Santa Clara County,
California; the client was the County of
Santa Clara (Gamini Rajapakse, Country of
Santa Clara, Roads and Airports
Department, 101 Skyport Drive, San Jose,
CA 95110, 408-573-2497); the CSA design personnel were Patrick 0. Shires and David T .
Schrier; and the Contractor was Hillside Drilling.
210
200 -
190
f:'
i..i 180 -i..i
~
z
0 170 f::
~
c.J 160 ..J
c.J
150
140 ---Ols
130
0 10 20
AS-BUILT CROSS SECTION
GEOGRID REJNFORCING
TD=29 '
-1 r--3'-0'
30 40 5 0 60
19 0
f
-180
DRAINROCK
-~170
l l60
REJNFORCE D 150
CONCRETE
SHEAR Pm
-140
-i---+130
70 80 90 100 llO
C OTTON, SHIRES AND ASSOCIATES, I NC. B-45
Representative Landslide Remediation Projects
Page 7
9) Pismo Beach Bluff Stabilization, Pismo
Beach California. Construction consisted
of stabilizing an ocean bluff using rock
sculpted shotcrete, tiebacks and drainage,
and was completed in 2004 for $1.5 Million
for two private residences (Walter
Cavanagh, 125 Indio Drive, Pismo Beach,
CA 93449, and Gary Grossman, 121 Indio
Drive, Pismo Beach, CA 93449); CSA
design personnel were Patrick 0. Shires,
and Timothy P. Sneddon; the Contractor
was AIS Construction Company;
10) Montellano Road, Hacienda Heights,
Los Angeles County. CSA was involved as
expert witnesses for the County of Los
Angeles in a massive landslide failure case
in the mid-1990's, resulting in an award to
the County for approximately $7,000,000.
The County used the award in-house to
repair the hillside, but in 2005, there was
an expansion of the landslide area,
destroying one home and threatening
several other homes and County roads.
CSA was again retained by the County,
but this time to provide design services. Phase 1 of the CSA design includes a series of
vertical wells intersected by horizontal drains to improve the stability of the landslide
impacting a roadway and houses. The project bid for $1 Million in 2009 and construction
was completed in 2010 for the County of Los Angeles (Waleed Jouzy, County of Los
Angeles Department of Public Works, P.O. Box 1460, Alhambra, California 91802-1460,
626-300-3289); CSA design personnel were Patrick 0. Shires, and Dale R. Marcum; and the
Contractor was Minco Construction.
COTTON, SHIRES AND ASSOCIATES, INC. B-46
Representative Landslide Remediation Projects
Page 8
11) Woodleaf Penstock, Butte County, California. In the spring of 2005 a sudden rockslide
fell from a steep hillside and impacted a hydroelectric power plant structure in the Sierra
Nevada mountain range, shutting down a $1,500,000 per day power generating facility.
CSA was called in by the owner to investigate the hillside and provide fast-track design
services to restore operation of the facilities. Construction consisted of installing high-
tension rock bolts, subsurface drainage and shotcrete facing with soil nails to protect the
power plant and penstock from unstable
bedrock over a shear zone. Power
production was restored in a week and the
repair measures were completed in less than
a year for $1,500,000 for PG&E and the
South Fork Feather River Water Agency.
The client was PG&E (William Page, PG&E
Geosciences Department, P.O. Box 770000,
Mail Code N4C, San Francisco, CA 94177,
(415) 973-6784). CSA design personnel were
Patrick 0. Shires and Dale R. Marcum; the
Contractor was Neils Control Blasting.
COTTON, SHIRES AND ASSOCIATES, INC. B-47
APPENDIXC
SCHEDULE OF FEES
COTTON, SHIRES AND ASSOCIATES, INC.
B-48
COTTON, SHIRES AND ASSOCIATES, INC.
Personnel Charges
Senior Principal Engineer/Geophysicist ___________ _
Principal Geologist/Engineer --------------------------·
Supervising Geologist/Engineer ----------------------
Senior Geologist/Engineer/GIS Specialist _________ _
Senior Staff Geologist/Engineer -----------------------
Staff Geologist/Engineer ---------------------------------
Field/Laboratory Technician* ___________________________ _
Technical Illustrating _____________________________________ _
Clerical/ Accounting ---------------------------------------
Equipment and Supply Charges
Inclinometer System ---------------------------------------
Piezometer Data Acquisition System -----------------
Total Station Surveying Equipment __________________ _
GPS Surveying Equipment ------------------------------
Nuclear Moisture/Unit Weight Gauge ______________ _
Rope Climbing Safety Equipment _____________________ _
Multi-Channel Seismograph System and ReMi __ _
Vehicle Mileage (or Current IRS Approved Rate)_
Aircraft Mileage (or Current IRS Approved Rate)_
Photocopying (B&W-Color) -----------------------------
Engineering (Large Format) Copier ------------------·
Computer Assisted Color Plotting --------------------
* prevailing wage rate
SCHEDULE OF CHARGES
Southern California
January 2017
$ 215/hr
$195/hr
$170/hr
$150/hr
$135/hr
$120/hr
$110/hr
$ 85/hr
$ 60/hr
$175/day
$100/day
$ 250/day
$ 350/day
$150/day
$ 250/day
$ 300/day
$ .535/mi
$1.29/nmi
Expert Witness Consultation Charges
Expert witness testimony for court appearances and binding
arbitrations shall be charged on a daily basis (minimum one day
increments) at a rate of $3,960 per day. Deposition testimony
shall be charged at a rate of $495 per hour (minimum one hour
charge). Preparation time for depositions or court appearances
shall be charged on a time-and-expense basis in accordance with
the Personnel, Equipment, and Expense charges listed herein.
Laboratory Testing and Geophysical Service Charges
Laboratory testing and geophysical services shall be charged on
a time-and-materials basis in accordance with the Personnel,
Equipment, and Expense charges listed herein.
Laboratory samples shall be stored for 60 days after the date of
final report submittal unless special arrangements are made for
longer storage.
Expense Charges (Receipted Costs Plus 15%)
• $ .20-.50/copy •
Travel expenses including air fare, lodging, vehicle rental,
etc. (either actual receipted costs plus 15% for meals or a
flat subsistence charge of $65 per diem for overnight stay
shall be charged in addition to the lodging cost)
Excavation subcontractors and expendable field supplies
Reproduction of drawings
$ .50/ft2 •
$12/sq. ft.
•
•
Film, film development, and photograph printing
Special fees, permits, insurance, etc.
Conference call telephone costs
Special mail service (air, electronic, courier, etc.)
Special equipment rental
Special consultant fees
B-49