Geo-Logic Associates Inc - FY2019-014 CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
GEO-LOGIC ASSOCIATES, INC.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
GEO-LOGIC ASSOCIATES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 2tid day of Apr i k 2019. by and between the City of
Rancho Palos Verdes, a California municipal corporation ("City") and Geo -Logic 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 Scone 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
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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 California Labor Law.
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of 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
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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 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(11/2)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."
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Contractor's Authorized Initials d',/
(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 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. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 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.
1.6 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.
1.7 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.
01203.0006/541532.6 4
1.8 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.
1.9 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.
1.10 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 $121,086 (One Hundred Twenty One Thousand Eighty Six
Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
1.9.
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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
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 contain all information
specified in Exhibit "C", and 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.
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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.
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 year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D"). City, in its sole discretion, may extend the Term for one additional one-year term.
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:
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Neven Matasovic,PhD,PE, GE Principal
(Name) (Title)
Alan Witthoeft,PE, GE Project Engineer III
(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 Ron Dragoo, City Engineer, or Nasser Razepoor, Associate
Civil Engineer, or such 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.
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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
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.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
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and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3)years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000).
(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.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
01203.0006/541532.6 10
(d) City's rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that 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 VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) 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.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
01203.0006/541532.6 11
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with Consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
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
01203.0006/541532.6 12
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
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.
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
01203.0006/541532.6 13
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
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
01203.0006/541532 6 14
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 attorney's 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.
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
01203.0006/541532.6 15
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.
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
01203.0006/541532.6 16
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 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 zero dollars ($0) as liquidated damages for each working day of delay in the performance
of any service required hereunder. The City may withhold from any monies payable on account
of services performed by the Contractor any accrued liquidated damages.
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 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.
7.9 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.
7.10 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
01203.0006/541532.6 17
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.
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.
01203.0006/541532.6 18
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. § 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.
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., Rancho Palos Verdes, 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.
01203.0006/541532.6 19
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
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]
01203.0006/541532 6 20
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
Jerry V. Duhovic, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
GEO-LOGIC • SOCIATES, INC.
By: /
Name: J:- A. Kelsey'.G.
Title: Seor Vice President
By:
Name: John Hower
Title: Secretary
Address: 3150 Bristol Street, Suite 210
Costa Mesa, California 92626
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.
01203.0006/541532.6 21
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.
STATE OF NEW MEXICO
COUNTY OF BERNALILLO
On April 1, 2019 before me, Deborah J. Salvato, personally appeared James A.Kelsey , 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 . - •. ► - . L c- . . • •. . -_t.ng :.ragraph
is true and correct.^� OFFICIAL SEAL
dt
)11 Deborah J. Salvato
WITNESS my hand and official seal. �;tl�n== e
NOTARY PUBLIC
7;)(hwILt-)Signature: [� My Commission Expires: ^�
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 OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/541532.6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANC 0 'ALOS VERDES, a
municipal corpoj; ri
ri
Al___
..
je ovi ,
ATTEST:
City Clerk
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
'' ,:):::11(21k: 4 eiUw ci Gr-4 k, P'"C./1-
William W. Wynder, City Attorney
CONSULTANT:
GEO-LOGIC ASSOCIATES, INC.
By:
Name: James A. Kelsey, P.G.
Title: Senior Vice President
By: .,/qtr&"
Na / John Hower
Title: Secretary
Address: 3150 Bristol Street, Suite 210
Costa Mesa, California 92626
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.
01203.00061541532.6 21
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2019 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 Cali orp€iaethat the foregoing paragraph is
true and correct. L) C
7 '7'7
— (' _
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 OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/541532.6
ACKNOWLEDGMENT
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.
State of California
County of San Bernardino )
On T I 1 ' before me, Jessica Renee Ferre
(insert name and title of the officer)
personally appeared !Skit. H!
who proved to me on the basis of satisfactory evidence to be the person whose name( stere
scribed to the within instrument d acknowledged to me th- / ey executed a same in
4ff =r/their authorized capacity ' , and that b her/t eir signatur on the instrument the
person ), or the entity upon alf of which the ers' n acted, exe uted 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. JESSICA RENEEFERRE
Notary Public—Califomia Z
Z= San Bernardino County >
Z`�.� Commission#2218521
My Comm.Expires Oct 16.2021
Signat re (Seal)
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services: Consultant shall complete the design
of the realignment of Palos Verdes Drive South from the east end of the boundary of the
Portuguese Bend Landslide and Klondike Landslide, to approximately 800 feet west of
the east end of the landslide. Consultant shall be required to produce full design for
realignment of the roadway, including conceptual design, Civil drawings including plan
and profile, striping, construction notes and specifications, with a detailed construction
cost estimate. Furthermore, Consultant shall provide a hydraulic and hydrology analysis,
and a structural analysis and design of an under roadway drainage culvert which will
allow currently trapped area drainage to be conveyed to the south (ocean side) of the road.
The design shall take into consideration the need for a geotechnical report and
recommendations, survey, environmental clearance, and any required City approval and
permitting. The specific tasks to be performed as a part of the Services shall be as
follows:
A. Task 1 —Survey and Document Review.
To establish a basis for geotechnical evaluation and preliminary design, Consultant shall
commission an as-built and topographic survey for the relevant segment of Palos Verdes
Drive South. The survey, which will evaluate locations of existing City right-of-way,
visible utilities, traffic lanes, extents of pavement, and embankment topography, will be
performed under the supervision of a California registered Land Surveyor. The survey
will include location of selected existing survey monuments in the area and will establish
deformation monitoring.
Concurrent with the surveying portion of the project, Consultant shall review existing
records (to be provided by City). Consultant anticipates such records will include
construction plans, traffic plans, stormwater drainage and other utility plans (e.g., sanitary
sewer, potable water, etc.), and land records (e.g., property lines for right-of-way and
adjoining parcels). Records received from City will be provided to the surveyor for
inclusion in the project base map.
B. Task 2 - Geotechnical and Environmental Field Services
Consultant shall perform a geotechnical field exploration to evaluate existing subgrade
soil conditions at selected locations along the existing alignment and proposed
realignment. Consultant shall coordinate with City's Contract Officer and City approved
subcontractors as needed to plan and execute the field work. Field exploration will not be
performed in the existing roadway, and traffic control will not be performed.
Consultant shall perform a subsurface exploration with a duration of one working day.
The field exploration will consist of drilling, logging, and sampling of up to 3 small-
01203.0006/541532.6 A-4
diameter borings along the proposed realignment to a depth of up to approximately 30
feet below the ground surface, or refusal, whichever is shallower. The borings will be
logged by Consultant's field representative. Bulk samples and driven samples (i.e., split-
spoon sampler) will be obtained at selected intervals from the borings. The borings will
be backfilled with on-site soils. Selected soil samples will be delivered to Consultant's
laboratory for testing. The planned laboratory testing includes R-value, sieve analysis, and
in-situ moisture content and density.
Consultant shall commission a biological survey and report of the area to be impacted by
the proposed realignment of Palos Verdes Drive South. The biological survey will
document the general biological conditions as well as the location and extent of visible
covered species and/or habitat covered under the Rancho Palos Verdes Natural
Community Conservation Plan and Habitat Conservation Plan (NCCP/HCP). The report
of this biological survey will include an impact analysis to document the extent of
covered species and habitat that might be impacted by the proposed road realignment and
identify relevant Habitat Impact Avoidance and Minimization Measures from the
NCCP/HCP.
C. Task 3 —Conceptual Design and Geotechnical Evaluation
Consultant shall develop conceptual sketches of the proposed realignment during
preparation of its proposal. Key features of the current design concept include an
alignment arcing to the north of the existing centerline and a lateral expansion of the
existing roadway embankment. The realignment and lateral expansion is intended to
provide increased flexibility to City for accommodating the ongoing movement of the
Portuguese Bend Landslide until further mitigation measures may be implemented.
Additionally, the embankment design may incorporate geosynthetic products to improve
deformation characteristics and/or reduce the loads imparted to the embankment.
Upon completion of the as-built and topographic survey, Consultant shall develop one set
of preliminary plan sheets (i.e., demolition plan, grading plan, paving plan, and striping
plan), at a 1"= 20' scale, showing the realignment design concept. Such plans shall not
include relocation of existing utilities, such as the sanitary sewer along the south side of
Palos Verdes Drive South. This preliminary plan set, corresponding to approximately
60% design completion,will be submitted to City's Contract Officer for approval. Design
and engineering evaluation will be halted pending City's Contract Officer's approval of
the 60% design concept and receipt of written City-requested revisions to be incorporated
in subsequent submittals.
After receipt of City's approval of the preliminary design concept, Consultant shall
proceed with geotechnical engineering evaluations for the proposed realignment.
Evaluations will be limited to analysis of local slope stability of the new embankment
using a two-dimensional (2D) slope stability model. Effects of the new embankment
construction on global stability of the Portuguese Bend Landslide will not be considered
in this evaluation. Consultant notes that the Factor of Safety (FS) of the existing
Portuguese Bend Landslide configuration (i.e., before addition of new roadway
01203.0006/541532.6 A-5
embankment) is likely in the vicinity of 1.0 (i.e., the existing landslide is in or near a state
of failure, resulting in the observed ongoing movement) and that construction of the new
roadway embankment, in the most favorable scenario, will have negligible impact on
global stability of the Portuguese Bend Landslide (i.e., Consultant does not anticipate that
the roadway realignment will provide a benefit with respect to landslide stabilization). As
movement of the landslide is anticipated to continue after realignment of the roadway
segment, impacts of the ongoing movement on the realigned roadway segment will be
addressed through regular maintenance performed by City. To assist City in evaluating
landslide movement and its effects on the realigned roadway segment, Consultant shall
provide recommendations for instrumentation and monitoring within the realigned
segment.
Consultant shall also prepare one geotechnical design report, which will document the
engineering evaluations performed. This letter report will be prepared under the
supervision of a Consultant's California registered Geotechnical Engineer and will be
internally peer-reviewed in accordance with Consultant's peer review policy.
D. Task 4—Detailed Design and Engineer's Estimate
Based on the results of Consultant's engineering evaluations, Consultant shall prepare
one set of full-size construction plans (22 inches x 34 inches), as well as a package of
technical specifications and special provisions, for the proposed realignment measures.
Key features of the design (i.e., demolition plan, grading plan, paving plan, striping plan,
construction notes, technical specifications, and special provisions) will be developed to
approximately 90 percent completion level and submitted to City's Contract Officer for
review, comment, and approval. In addition, the detailed design shall include stormwater
drainage design for the realigned roadway segment. This drainage design will include
evaluation of the quantity of stormwater potentially impounded north of the realigned
roadway segment and will provide recommendations for conveyance of this potentially
impounded stormwater (e.g., civil and structural design of a culvert below the realigned
roadway segment, if such an option is selected by City's Contract Officer). Following
comment at the 90 percent level, Consultant shall finalize these plans, notes,
specifications, and special provisions.
The final design package shall be signed and stamped by a California registered
Professional Engineer. The package shall be delivered to the City in printed and
electronic formats (PDF and DWG, as applicable).
Consultant shall develop an engineer's estimate for the proposed realignment during
preparation of the 90% design construction plans, including construction quantities and
construction quality assurance program costs. This will be an "order-of-magnitude" cost
estimate for planning purposes and will be developed based on a combination of
Consultant in-house cost data for recent similar construction projects, publicly available
data (e.g., Caltrans, FHWA), and discussions with one or more contractors.
01203.0006/541532.6 A-6
E. Task 5 —Bid and Permitting Support
Upon City's Contract Officer's acceptance of the 100% design stage plans, technical
specifications, and special provisions, Consultant shall provide support to City for
development of a bid package. City will provide an example bid document package and
will provide front-end Technical Specifications (including the format for the Notice to
Bidders, Table of Contents, General Provisions, Special Provisions, and format for Bid
and Contract sections). Consultant shall develop the Special Provisions section of the bid
package by combining project-specific special provisions with City's Special Provisions.
Project Plan Sheets will be referenced in the Bid Documents as an attachment. The
assembled Bid Document Package will be provided to City's Contract Officer in
electronic format (i.e., PDF, Microsoft Word, and AutoCAD, as appropriate). Consultant
shall also provide support during Bid process, including responses to Requests for
Information (RFI) from prospective bidders.
Consultant shall also provide limited assistance to City for obtaining a Take
Authorization. The realignment of Palos Verdes Drive South is one of the Covered
Activities included in the NCCP/HCP. Consultant shall commission a subconsultant to
evaluate consistency of the project with the relevant habitat and species conservation
goals and requirements, and to document applicable impact limits and Habitat Impact
Avoidance and Minimization Measures. Consultant shall address comments from City's
Contract Officer, and will provide assistance,to a reasonably practicable extent, to City in
responding to inquiries from community residents.
F. Task 6—Meetings
Consultant shall attend, in person or by teleconference, up to four 4-hour meetings
(including travel time) during the design, pre-bid, bid, and permitting phases of the
project. Such meetings shall include one pre-design kickoff meeting and up to 3
committee and progress meetings as requested by City's Contract Officer. Any additional
time for meeting attendance, including travel time, beyond the four-hour duration
assumed will be billed on a time-and-materials basis in accordance with Consultant's
project fee schedule provided in Exhibit"C-1".
G. Project Cost Assumptions
1. Pavement design will not be performed, as City has provided guidance on the
preferred pavement section.
2. Two sets each of City's Contract Officer's comments will be addressed for the
30% and 60% submittal stages; and one set each of City's Contract Officer's
comments will be addressed for the 90% and 100% submittal stages. Comments
from other entities (e.g., agencies, general public, etc.) and/or additional City
comments will be addressed on a time and materials basis for an additional fee.
01203.0006/541532.6 A-7
3. One design concept will be developed to the approximately 30% design level and
discussed with City's Contract Officer before moving forward with further design
development. In consultation with City's Contract Officer at the 30%design level,
the design concept will be substantially fixed with respect to alignment and
embankment configuration, and this design concept will be developed to
subsequent levels of completion. The design concept will be developed 60%
design level (and adjusted to final design stage), without substantial modification
of the geometry and configuration after the 60% design submittal (e.g., 60%
complete design will not be discarded in favor of another design concept, multiple
design concepts will not be developed in parallel, etc.). Substantial rework of the
selected design concept and/or development of additional design concepts will be
performed on a time-and-materials basis for additional fee.
4. Consultant shall not be responsible for differences, regardless of magnitude,
between construction cost estimates prepared as a part of the proposed project and
bids received in response to the bid package.
5. Consultant shall address review comments from City's Contract Officer and will
provide assistance, to a reasonably practicable extent,to City's Contract Officer in
responding to occasional inquiries from local residents. Except as explicitly
provided for in this Agreement, permitting and regulatory support (e.g., response
to agency comments unforeseen at the time of this proposal, etc.)will be provided
on a time and materials basis for an additional fee.
6. Consultant and its subconsultants and subcontractors will be able to access the
proposed exploration and improvement locations during standard working hours
(Monday through Friday, 8:00 a.m. to 5:00 p.m.). Access to fenced areas of the
site will be granted, if needed, by City personnel. Work will not be conducted
during inclement weather.
7. Monitoring of survey monuments (e.g., to evaluate landslide-related deformation)
is not included in this scope of services.
8. Surveyor will not file a Record of Survey. If, in performing the boundary survey,
material discrepancies are found between the field conditions and the "record"
conditions, and/or if any of the boundary lines being established are not shown on
any previously recorded Subdivision Map, Official Map, or Record of Survey,
then the surveyor may be required to file a Record of Survey. The preparation and
filing of a Record of Survey will be performed on a time-and-materials basis for
an additional fee.
9. Consultant will not provide traffic control during field exploration, surveying,
environmental survey, or other services related to this proposal.
10. Consultant will be provided with plans showing the locations of existing utilities,
if available. Consultant will not be responsible for utilities not shown on the plans
nor marked out by on-site personnel or DigAlert/Underground Service Alert
(collectively, "DigAlert").
01203.0006/541532.6 A-8
11. DigAlert markings will not be removed when the work is complete. Removal of
DigAlert markings, if requested, will be performed on a time and materials basis
for additional fee.
12. Consultant's borings will be backfilled with on-site materials. Slurry backfill,
grout backfill, hot-mix asphalt concrete patching, and/or other surface patching
will not be required.
13. Construction observation and testing are not included.
14. Consultant's evaluation will not include any sampling, testing, or chemical
analysis of soil, groundwater, surface water, or other materials for the purpose of
evaluating possible hazards or risks.
II. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant shall keep the City appraised of the status of performance by delivering the
following status reports:
A. Consultant shall work with City's Contract Officer throughout the project to
prepare and submit documents, images, and maps, meeting notes, progress
reporting, communications, event timelines, etc., suitable for upload to the City
website for public review. Consultant shall prepare the website updates on at least
a monthly basis for the duration of the project including submittals after public
meetings and outreach events.
B. Project status summary reports (weekly)
C. Updated design project schedule
III. All work product is subject to review and acceptance by the City. Consultant must make a
reasonable effort to revise documents not found satisfactory to the City, in accordance
with subsection 2 of Section I.G (Project Cost Assumptions), above. Any further
revisions required by City will be accomplished by Consultant on a time and materials
basis until found satisfactory and accepted by City.
IV. Consultant shall utilize the following personnel to supervise the design team:
A. N. Matasovic, Principal-in-Charge
01203.0006/541532 6 A-9
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, and deleted text is indicated in
C triket roug
I. Section 1.2, Consultant's Proposal, is deleted in its entirety.
II. Section 1.5, License,Permits, Fees and Assessments, is amended to read:
1.5 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,
namely a City business license, and one Los Angeles County well permit. 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.
III. Section 4.5,Prohibition Against Subcontracting or Assignment.
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. The following subcontracts
are deemed approved by the City: (a)for drilling, Gregg Drilling and Testing, 2R Drilling,
ABC Liovin Drilling, and Martini Drilling; (b)for surveying, Cal Vada Surveying and McGee
Surveying Consulting; (c)for environmental services (if applicable), Envicom Corporation. 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.
01203.0006/541532.6 B-1
IV. Section 5.3,Indemnification, is amended to read:
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
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.:Provided that, Consultant will not be responsible for
any movement of the Portuguese Bend landslide complex, or any landslides in the vicinity,
that is not proximately caused by Consultant's sole gross negligence under this Agreement, or
any loss or damage resulting therefrom.
(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
01203.0006/541532.6 B-2
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.
01203.0006/541532.6 B-3
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services in accordance with the bid schedule attached
herewith as Exhibit"C-1", Schedule of Compensation by Task.
II. A retention of ten percent (10%) 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 1.9.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
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.
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 the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are provided in Exhibit "C-1",
Schedule of Compensation by Task.
01203.0006/541532.6 C-1
EXHIBIT "C-1"
SCHEDULE OF COMPENSATION BY TASK
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Geo-Logic Cost Estimate
ASSOCIATES
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation, and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: S019.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 1 Survey and Document Review
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ 250.00 $
Principal Professional I N. Matasovic Hour 224.00 4 896.00
Principal Professional I M.Yacyshyn Hour 204.00
Principal Professional I J. Dodge Hour 204.00
Senior Professional I J. Russell Hour 204.00
Senior Professional I G.Schnaar Hour 204.00
Project Professional III M.Vincent Hour 173.00
Project Professional III A.Witthoeft Hour 173.00 8 1,384.00
Project Professional I Staff Hour 161.00
Staff Professional III DC/HE/PK Hour 135.00
Senior Technical Editor R.Faye Hour 128.00
CADD/GIS/Data Base II Staff Hour 110.00
Technician III Staff Hour 97.00
Project Assistant II Staff Hour 85.00
Subtotal: 12 $ 2,280.00
EXPENSES MARKUP UNIT UNIT FEE QUANTITY COST
Cal Vada Surveying, Inc. 10% LS 8,500.00 1 8,500.00
Surveying
Subtotal: $ 8,500.00
Total Direct Cost 10,780.00
Markup on third party services 850.00
TASK 1 SUBTOTAL $ 11,630.00
TASK 1 TOTAL $ 11,630.00
NOTES:
•
Geo-Logic Cost Estimate
ASSOCIATES
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation,and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: S019.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 2 Geotechnical and Environmental Field Services
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ $250.00 $
Principal Professional I N. Matasovic Hour $224.00 4 896.00
Principal Professional I M.Yacyshyn Hour $204.00
Principal Professional I J. Dodge Hour $204.00
Senior Professional I J. Russell Hour $204.00
Senior Professional I G. Schnaar Hour $204.00
Project Professional III M.Vincent Hour $173.00
Project Professional III A.Witthoeft Hour $173.00 8 1,384.00
Project Professional I Staff Hour $161.00 10 1,610.00
Staff Professional III DC/HE/PK Hour $135.00
Senior Technical Editor R.Faye Hour $128.00
CADD/GIS/Data Base II Staff Hour $110.00
Technician III Staff Hour $97.00
Subtotal: 22 $ 3,890.00
Drilling Subcontractor 10% LS 4,500.00 1 4,500.00
Geotechnical Drilling
Envicom Corporation 10% LS 7,500.00 1 7,500.00
Environmental Survey
Los Angeles County 10% LS 378.00 1 378.00
Well Permit
Subtotal: $ 12,378.00
Total Direct Cost 16,268.00
Markup on third party services 1,237.80
TASK 2 SUBTOTAL $ 17,505.80
TASK 2 TOTAL $ 17,505.80
NOTES:
•
Geo-Logic Cost Estimate
ASSOC I AT E S
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation, and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: SO19.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 3 Conceptual Design and Geotechnical Evaluation
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ 250.00 $
Principal Professional I N. Matasovic Hour 224.00 8 1,792.00
Principal Professional I M. Yacyshyn Hour 204.00
Principal Professional I J. Dodge Hour 204.00
Senior Professional I J. Russell Hour 204.00 24 4,896.00
Senior Professional I G. Schnaar Hour 204.00
Project Professional Ill M.Vincent Hour 173.00
Project Professional III A.Witthoeft Hour 173.00 120 20,760.00
Project Professional I Staff Hour 161.00
Staff Professional Ill DC/HE/PK Hour 135.00
Senior Technical Editor R.Faye Hour 128.00
CADD/GIS/Data Base II Staff Hour 110.00
Technician III Staff Hour 97.00
Subtotal: 152 $ 27,448.00
EXPENSES MARKUP UNIT UNIT FEE QUANTITY COST
Subtotal: $ 0.00
Total Direct Cost 27,448.00
Markup on third party services 0.00
TASK 3 SUBTOTAL $ 27,448.00
TASK 3 TOTAL $ 27,448.00
NOTES:
Geo-Logic Cost Estimate
ASSOCIATES
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation, and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: S019.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 4 Detailed Design and Engineer's Estimate
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ 250.00 $
Principal Professional I N. Matasovic Hour 224.00 20 4,480.00
Principal Professional I M. Yacyshyn Hour 204.00
Principal Professional I J. Dodge Hour 204.00
Senior Professional I J. Russell Hour 204.00 40 8,160.00
Senior Professional I G. Schnaar Hour 204.00
Project Professional III M.Vincent Hour 173.00
Project Professional III A.Witthoeft Hour 173.00 157 27,120.20
Project Professional I Staff Hour 161.00 20 3,220.00
Staff Professional III DC/HE/PK Hour 135.00
Senior Technical Editor R.Faye Hour 128.00
CADD/GIS/Data Base II Staff Hour 110.00
Technician III Staff Hour 97.00
Subtotal: 237 $ 42,980.20
EXPENSES MARKUP UNIT UNIT FEE QUANTITY COST
$ $
Subtotal: $ 0.00
Total Direct Cost 42,980.20
Markup on third party services 0.00
TASK 4 SUBTOTAL $ 42,980.20
TASK 4 TOTAL $ 42,980.20
NOTES:
•
Geo-Logic Cost Estimate
ASSOCIATES
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation, and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: S019.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 5 Bid and Permitting Support
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ 250.00 $
Principal Professional I N. Matasovic Hour 224.00
Principal Professional I M. Yacyshyn Hour 204.00
Principal Professional I J. Dodge Hour 204.00
Senior Professional I J. Russell Hour 204.00
Senior Professional I G. Schnaar Hour 204.00
Project Professional III M.Vincent Hour 173.00
Project Professional III A.Witthoeft Hour 173.00 40 6,920.00
Project Professional I Staff Hour 161.00
Staff Professional III DC/HE/PK Hour 135.00
Senior Technical Editor R.Faye Hour 128.00
CADD/GIS/Data Base II Staff Hour 110.00
Technician III Staff Hour 97.00
Subtotal: 40 $ 6,920.00
EXPENSES MARKUP UNIT UNIT FEE QUANTITY COST
Envicom Corporation 10% LS 7,500.00' 1 7,500.00
Consistency Evaluation
Subtotal: $ 7,500.00
Total Direct Cost 14,420.00
Markup on third party services 750.00
TASK 5 SUBTOTAL $ 15,170.00
TASK 5 TOTAL $ 15,170.00
NOTES:
•
Geo-Lociic Cost Estimate
ASSOCIATES
Client Name: City of Rancho Palos Verdes Date: March 14, 2019
Project Name: Engineering Analysis, Evaluation, and Design Estimator: Witthoeft
Palos Verdes Drive South Realignment
Project Number: SO19.1062.PR Project Manager: Witthoeft
Terms: per agreement Prepared by: Witthoeft/Matasovic
Approved by: Witthoeft/Matasovic
Task 6 Meetings
SERVICES UNIT UNIT FEE QUANTITY COST
Principal Professional II S. Cullen Hour $ 250.00 $
Principal Professional I N. Matasovic Hour 224.00 16 3,584.00
Principal Professional I M. Yacyshyn Hour 204.00
Principal Professional I J. Dodge Hour 204.00
Senior Professional I J. Russell Hour 204.00
Senior Professional I G. Schnaar Hour 204.00
Project Professional III M.Vincent Hour 173.00
Project Professional III A.Witthoeft Hour 173.00 16 2,768.00
Project Professional I Staff Hour 161.00
Staff Professional III DC/HE/PK Hour 135.00
Senior Technical Editor R.Faye Hour 128.00
CADD/GIS/Data Base II Staff Hour 110.00
Technician III Staff Hour 97.00
Subtotal: 32 $ 6,352.00
EXPENSES MARKUP UNIT UNIT FEE QUANTITY COST
Subtotal: $ 0.00:
Total Direct Cost 6,352.00
Markup on third party services 0.00
TASK 6 SUBTOTAL $ 6,352.00
TASK 6 TOTAL $ 6,352.00
NOTES:
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following
schedule (dates are subject to change subject to Contract Officer approval):
Days to Perform Deadline Date
A. Task 1 Survey and Document 10 Days 4/30/19
Review
B. Task 2 Geotechnical and 10 Days 5/15/19
Environmental Field
Services
C. Task 3 Conceptual Design and 10 Days 5/30/19
Geotechnical Evaluation
D. Task 4 Detailed Design and 20 Days 6/30/19
Engineer's Estimate
E. Task 5 Bid and Permitting Support 10 Days 7/15/19
F. Task 6: Meetings As needed 7/15/19
II. Consultant shall deliver the following tangible work products to the City by the
following dates (dates are subject to change subject to Contract Officer approval).
A. Deliverables (work products that will, per State DCA requirements, be
stamped/sealed by PE, GE, CEG, and or PG) include:
B. Survey/Environmental/Geotechnical Report: Draft by 4/30/19; and Final by
5/15/19.
C. Design Package by 6/30/19.
D. Technical Specifications: 90%by 5/30/19; and 100%by 6/30/19.
E. Design Drawings: 30% by 4/30/19; 60% by 5/30/19; 90% by 6/15/19; and 100%
by 6/30/19.
F. Special Provisions: 90%by 6/15/19; and 100%by 6/30/19.
G. Engineer's Estimate: 90%by 6/15/19; and 100%by 6/30/19.
01203.0006/541532.6 D-1
H. Bid Package: Draft by 6/30/19; and Final by 7/15/19
I. Project construction schedule by 7/15/19.
J. Project cost estimate by 7/15/19.
K. Responses to RFIs during the construction bid process within 2 business days.
III. The City Council may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/541532.6 D-2