CC SR 20200218 07 - Ardurra Agmt for PVIC Master PlanCITY COUNCIL MEETING DATE: 02/18/2020
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to award a professional services agreement to
Ardurra Group, Inc. to provide a comprehensive master plan for site improvements at
the Point Vicente Interpretive Center (PVIC)
RECOMMENDED COUNCIL ACTION:
(1) Authorize a professional service agreement with Ardurra Group, Inc. in the
amount of $49,989 to provide a comprehensive master plan for site
improvements at the Point Vicente Interpretive Center (PVIC); and,
(2) Authorize the Mayor to execute the professional service agreement in a form
approved by the City Attorney.
FISCAL IMPACT: $49,989
Amount Budgeted: $50,000
Additional Appropriation: None
Account Number(s): 330-400-8506-8001
[CIP, PVIC Park Improvements, Professional/Technical Services]
ORIGINATED BY: James S. O’Neill, Project Manager
REVIEWED BY: Elias Sassoon, PE, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, Interim City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Proposal from Ardurra Group, Inc. (page A-1)
B. Professional Services Contract with Ardurra Group, Inc. (page B-1)
BACKGROUND AND DISCUSSION:
As part of the Capital Improvement Program, on April 18, 2017, the City Council
approved a project to make improvements to the outdoor area at the Point Vicente
Interpretive Center (PVIC). The improvements include the installation of an interactive
exhibit program (IEP), installation of a new parking lot, construction of a new restroom,
grassland and landscaping, new trails, trailheads, and picnic areas/overlooks. A concept
plan is provided on the following page.
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The IEP is an extension of the indoor exhibits presently at PVIC, and includes four
interactive exhibits – the Tongva Meeting Place, Japanese Farming, Geology and an
Archeology Dig – to enhance visitors’ learning experience.
The first phase of this project is to prepare a master plan for all of the proposed
improvements. Staff has received a proposal from Ardurra Group, Inc. to prepare a
comprehensive master plan to address the site improvements at PVIC. The final master
plan will include:
A narrative description of the project;
Illustrations of individual exhibit spaces, entry location and overall layout of the
parking lot and exhibit spaces;
Exhibits
(A) Geology
(B) Archeological Dig
(C) Tongva Exhibit
(D) Annie’s Stand
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Scaled, elevated and dimensioned drawings detailing the parking lot, lighting,
signage, exhibit space, restroom location and utility alignments; and,
Separate drawings showing the entire site with improvements, including the new
parking lot, new restroom, grasslands and landscaping, new trails, picnic areas
and overlooks.
The proposal is within the original budget for this phase of the project. The attached
professional service agreement includes a liquidated damages clause requiri ng the
payment of $50 per day for each working day of delay in the performance of any service
required.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action is available for
the City Council’s consideration:
1. Take other action as deemed appropriate by the City Council.
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Newport Beach El Segundo Riverside Long Beach www.ardurra.com
January 2, 2020
Mr. Elias Sassoon
Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Subject: Proposal to Prepare a Master Plan Covering Additional Parking and for the Implementation of the
Interactive Exhibit Program at the Point Vicente Interpretive Center
Dear Mr. Sassoon:
Per your request, Ardurra Group, Inc. is pleased to submit our proposal to the City of Rancho Palos Verdes (City) to provide a
comprehensive Master Plan to address site improvements at the Point Vicente Interpretive Center (PVIC). These improvements
include installation of an Interactive Exhibit Program (IEP), installation of a new parking lot, construction of a new restroom,
grasslands and landscaping, new trails, and picnic areas/overlooks.
The IEP contains 4 interactive outside exhibits, the Tongva Meeting Place, Japanese Farming, Geology and Archeology Dig.
The focus of this project to educate the general public. Provisions for seating approximately 21 visitors at each exhibit,
connective path circulation compliant with ADA standards within the exhibit space and landscaping. In addition, and outside
of the exhibit space, the overall site will be illustrated to locate the primary and secondary trails, trail heads, grass areas,
picnic areas and a habitat buffer zone in accordance with the previous designations. The details will generally follow the
concepts developed after the community outreach meetings and general support that was obtained from the Oceanfront
Homeowners Association in 2018. The Master Plan will be developed in concert with and in accordance with the previous
briefings to the City Council and following their direction provided.
We look forward to successfully completing this assignment for the City. Please contact Bob Merrell at (714) 875-5917 or
bmerrell@ardurra.com with any questions you may have.
Respectfully,
Ardurra Group, Inc.
Anissa Voyiatzes, PE, QSD, ENV SP Robert Merrell, PE
Manager of Engineering for Public Works Senior Project Manager
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Master Plan Covering Additional Parking and for the Implementation City of Rancho Palos Verdes
of the Interactive Exhibit Program at the Point Vicente Interpretive Center
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Project Approach
The Point Vicente Interpretive Center presently has several educational exhibits located within the building complex that
have proved to be very popular among both adult visitors and school children. The complex benefits from the continued
support from local docents that organize and conduct tours and coordinate various other activities at the facility. The addition
of interactive educational exhibits outdoors that has long been advocated by the docents will further the learning experience
and is the subject of this master plan.
In general, the proposed master plan will develop a comprehensive layout of the design elements envisioned within the
designated area established during the community workshops and by the focus group. The primary design elements are
described as follows:
A new parking lot will be constructed to provide the additional parking required and to accommodate the buses
that will bring in the student groups. The number of spaces will be established by our inclusion of a comprehensive
parking utilization study that will assess the whole PVIC complex considering the present requirement and the new
attraction needs.
A new restroom will be constructed within the exhibit space to accommodate the anticipated number of additional
visitors.
Four individual interactive exhibit segments, each providing seating for a quarter of the visiting student groups
estimated to be about 80 people for a 45-minute session at each location. The groups will rotate through each
location. The four interactive exhibits will be Tongva Indian Gathering Place (A), Geology (B), Archaeological Dig
(C), and finally Annie’s Stand replicating Japanese Farming (D). These exhibits have already been conceptualized.
The parking and exhibit site are illustrated below:
Exhibit and Parking Orientation Area Designated for Exhibit Space
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Master Plan Covering Additional Parking and for the Implementation City of Rancho Palos Verdes
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Project Team
APP has assembled a highly qualified team of consultants to address the specific design elements for this project. We have
worked extensively with these consultants on similar projects in the past. They are as follows:
Priority Engineering – Nicole Jules, PE will conduct a thorough parking utilization study for the entire PVIC complex
recognizing the existing parking capacity and then projecting the additional requirements associated with implementation of
the Interactive Exhibit Program. The study will consider all the known demands that presently existing such as scheduled
special events and holiday uses in conjunction with the new requirements. Actual parking counts will be taken to establish
present demands during holidays and identified heavy use periods. Coordination with park staff will be conducted to identify
these critical times and dates.
Kelsurveys, Inc. – Kelvin Kitaoka, PLS will provide topographic surveys to support conceptual grading of the exhibit space
and the new parking lot. This level of detail at the master plan stage will ensure that the layouts and access elements are
presented in a practical manner. The survey coverage will be covered by Ground Conventional Survey, using the NAD83
California Coordinate System (2011.00 EPOCH) for horizontal datum and NAVD88 Vertical Bench Mark Network, for vertical
datum.
David Volz Design – David Volz, LA will afford valuable support to establish an aesthetically pleasing and practical layout for
the individual exhibit segments and for connectivity path elements within the entire space. Their proven experience in many
public park developments and private community improvements will provide valuable support to the team.
Individual proposals describing each subconsultants contribution to the project team are attached.
Scope of Work
As-Built Research, Investigation and Review
A thorough search of the available records will be conducted to acquire relevant data to assist in the design of the project. APP
will conduct a site reconnaissance to identify all pertinent elements that might have an impact on the project layouts.
Field Survey
A topographic field survey will be completed within an area extending from the existing entrance road up the hill to well
beyond the planned limit of the exhibit space so that conceptual grading can be completed to accurately address access grade
restrictions to accommodate ADA requirements and site drainage considerations. The remainder of the Master Plan site will
use record files and the City’s GIS data to present the trail network and associated proposed improvements.
Parking Utilization Study
In order to identify the area needed and number of stalls required for the new parking lot, a detailed parking utilization study
will be completed. The study will address peak demands based on special event and holiday park uses with input data
obtained from actual field counts during these periods. This data can be extrapolated to bracket a reasonable number of stalls
that will accommodate the new improvements. The study will take into account the two existing parking lots and consider if
any changes to these areas should be made in conjunction with the new lot construction.
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Master Plan Covering Additional Parking and for the Implementation City of Rancho Palos Verdes
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Parking Lot Preliminary Design
Based on the parking demand established by the Study, a detailed layout will be developed and graded to accommodate
adequate circulation, and to accommodate the bus traffic expected. The lot will be ADA compliant with the appropriate
number of handicap stalls and travel paths to the exhibit space. The parking lot preliminary design will include lighting and
signage as required. If bioswales are required to accommodate NPDES compliance, appropriate locations will be identified
within the parking lot layout.
New Restroom Preliminary Design
The new restroom facility will be located appropriately to the exhibit space and be connected to the existing electric, sanitary
sewer and portable water infrastructure currently serving the PVIC building complex.
Preliminary Project Layout
The furnished concept drawings and the assembled topographic surveys will be compiled into a base plan where the
individual design elements are layed out for initial study by the Landscape Architect. The general configuration of the new
parking lot will be established prior to development of the detailed layouts for the interactive exhibit segments so that
entrance and circulation details can be designed. The exhibit area and restroom will be secured with perimeter fencing so
that after-hours access is prohibited. Once these layouts are available, review with city staff and other stakeholders will be
coordinated so that the final document reflects input from all interested parties.
Final Master Plan
The final master plan will incorporate all comments received from both the city staff and interested stakeholders. Changes to
the layout will be made to accommodate all comments received and accepted by city staff who are considered the final
decision makers for the proposed improvement.
In addition to a written dialogue, the final document will include illustrations of the individual exhibits, entry location with
fencing, stairs, ramps, as needed and an overall depiction of the parking lot and exhibit space as oriented within the PVIC
complex.
The final document will include scaled, elevated and dimensioned drawings detailing the parking lot, lighting and signage,
exhibit space with signage, restroom location, utility alignments. The exhibit spaces will be illustrated in detail with
dimensions and elevations, paths of travel with ADA required detail, seating locations and signage.
Separate drawings will be included showing the entire site with improvements to include a new parking lot, construction of a
new restroom, grasslands and landscaping, new trails, and picnic areas/overlooks. These drawings will depict the orientation
of the various improvement elements with the existing facilities.
Cost estimates will be furnished at both the 50% and final project stages.
Meetings
In addition to scheduled monthly meetings with city staff, two meetings with the community and one City Council meeting are
anticipated.
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Master Plan Covering Additional Parking and for the Implementation City of Rancho Palos Verdes
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Schedule
The work can proceed upon authorization. The following sequence and timing are envisioned.
The field topographic surveys and parking study will take approximately 4 weeks after which the parking lot configuration
can be set. Once set, the initial exhibit layouts will proceed and together will take another 4 weeks to create the 50% project.
Considering approximately 3 weeks for all concerned parties to evaluate and comment on the 50% submittal, addressing
comments and production of the final master plan will take another 3 to 4 weeks. Therefore, the total time to be ready for
presentation of the master plan to City Council is 15 weeks from the NTP. This schedule could be condensed some, if
necessary.
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Master Plan Covering Additional Parking and for the Implementation City of Rancho Palos Verdes
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Subconsultant Subconsultant Subconsultant
PM PE DE/CADD WP
($185) ($171) ($127) ($75)
1 Research and Reconnaissance 4 $740 $740
2 Field Topographical Surveys 2 2 $596 $5,368 $5,964
3 Parking Utilization Study 2 $370 $6,600 $6,970
4 Preliminary Project Layout 8 8 24 $5,896 $10,357 $16,253
5 Final Master Plan 12 8 24 8 $250 $7,486 $10,356 $17,842
6 Meetings 12 $2,220 $2,220
MANHOUR TOTALS 38 18 50 8
FEE TOTALS $7,030 $3,078 $6,350 $600 $250 $17,308 $5,368 $6,600 $20,713 $49,989
$49,989
PVIC Master Plan
D Volz Design
Incl. 10% Markup
CITY OF RANCHO PALOS VERDES
Point Vicente Interpretive Center - Interactive Exhibit Program Master Plan
FEE PROPOSAL
APP APP
SubtotalODC Kelsurveys, Inc Priority
EngineeringTASK TOTAL
Estimated Fee
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August 30, 2019
Bob Merrell
Senior Project Manager
Ardurra
3737 Birch Street, Suite 250
Newport Beach, CA 92660
RE: Interactive Exhibit Program (IEP) Site Planning/Design Services
Dear Mr. Merrell,
David Volz Design in support of Ardurra’s civil engineering of this project will prepare conceptual
site layout plans for the proposed IEP at the Point Vicente Interoperative Center in Rancho Palos
Verdes. On base maps supplied to DVD by Ardurra, our landscape architects will prepare site
concept layout plans for the four outdoor exhibits described in the interactive exhibit description
Rev A.pdf sent to us on August 29, 2019.
The one-acre site will be located adjacent to the proposed new parking lot. The site is proposed
to be fenced and gated, contain trails and native plants, and be designed to accommodate and
enhance the four interactive exhibit spaces.
DVD will provide concept plans for the site development, our professional designers will render
the plan, provide proposed development style images and provide for preliminary layouts of the
site circulation and grading. The conceptual layout plans will identify the exhibit areas, and
gathering spaces where the exhibits and interactive pieces will be placed. The interpretative
signs and the interpretative pieces will be designed by others.
David Volz Design proposes to provide the following planning services in support of Ardurra:
Scope of Services
TASK 1 – Initialize Project
1.01 Background Research
a. Collect available data and maps
b. Meet with city project personnel
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c. Review Preliminary project program
d. Review plans and documents of the site
e. Review initial opportunities
• Identify opportunities and constraints
• Identify surrounding uses and connections
1.02 Prepare base map for planning purposes
a. Map based upon maps prepared by APP
1.03 On-site review and workshop
a. Meet with the city and center staff on-site with PVIC
• Conduct a site walk
• Discuss opportunities and objectives
• Review limitations and challenges
• Review program opportunities
• Gather ideas and direction
MEETINGS AND DELIVERABLES
Workshop on site
- Initial program identification
-Initial idea sketches
Review meeting with city/PVIC staff
Project planning map
TASK 2 –Concept Plans
2.01 Prepare preliminary concept plan
a. Develop designs for site improvements
b. Refine and consolidate ideas
c. Prepare concept plan map
d. Prepare preliminary concept order of magnitude construction estimate
2.02 Present initial (draft) concept plans to city staff
a. Review work to date with city staff
b. Document input and comments
MEETINGS AND DELIVERABLES
Review meeting with staff
Preliminary concept plans
TASK 3 – Final Concept Plans and Reports
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3.01 Prepare final concept plan
a. Prepare final plan map
b. Review final layouts with city/PVIC staff
c. Prepare final project letter report
The proposed professional fee for these services is attached. The initial concept planning will
require approximately 6 weeks to accomplish from the time we are issued a base map. Final
concepts will take approximately 4 weeks to prepare.
This will be a great project in support of the PVIC education initiatives. Our team is looking
forward to work with you and the Center to implement this great new program. Should you have
any questions, please do not hesitate to call.
Very truly yours,
DAVID VOLZ DESIGN
David J. Volz, L.A. # 2375
LEED Accredited Professional, QSD/QSP
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PR LA PP CT AD
Scope of Work $220 $193 $135 $121 $110
Task 1 – Initialize project 4 4 2 4 14 2,334$
Task 2 – Preliminary concept plans 4 28 8 32 72 11,236$
Task 3 – Final concept plans and reports 2 12 2 16 32 4,962$
10 44 10 50 4 118 18,532$
Reimbursables
Reimbursable expenses, printing, copying, postage, etc. Estimate 300$
TOTAL PROPOSED DESIGN FEE
ASSUMPTIONS:
1.
Total
Hrs Fee
18,832$
Only services specifically noted in the scope of services are included in the fee schedule.
David Volz Design proposes the following not to exceed fee schedule to provide the services identified in this proposal.
The tasks listed below are offered at a fixed fee for the design services for identified program elements.
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June 28, 2019
Mr. Bob Merrell
Anderson Penna Partners, Inc.
3737 Birch Street, Suite 250
Newport Beach, CA 92660
POINT VICENTE INTERPRETIVE CENTER
PARKING UTILIZATION STUDY PROPOSAL
Dear Mr. Merrell,
Thank you for giving Priority Engineering (PE) the opportunity of providing you excellent
Traffic Engineering services. It is my understanding that you seek our services to prepare a
parking utilization study for the Point Vicente Interpretive Center (PVIC), as requested by the
City of Rancho Palos Verdes for the proposed Site Plan design of the property.
PROJECT DESCRIPTION:
It is our understanding that the proposed project includes preparing an parking utilization study
for the proposed Lower Point Vicente Outdoor Site Plan which includes:
• Outdoor Exhibits
• Wayfinding Signs
• Re-designed parking lot
• Revised site lighting
1907 Kingsdale Avenue
Redondo Beach, CA 90278
Ph 310-938-3244
nicjules3670@gmail.com
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Lower Point Vicente Park
Parking Utilization Proposal
Page 2 of 3
SCOPE OF WORK
A. Study Area
PEI will determine the study area by reviewing existing documents, site plans,
and parking areas at the site.
B. Study Periods
Since PVIC is utilized by a combination of visitors, those that use the facility for
special events like weddings and parties and those that park at the site to enjoy the
park and/or hike the nearby trails, its important to define the study periods as
those that would occur during the highest use.
City of RPV, PVIC staff was consulted regarding the existing and future use of
the facility. It was determined that the following dates would be ideal dates to
study:
Saturday July 6th between 2pm and 8pm (sunset)
Thursday, July 4th between 9am and 4pm (Holiday)
Saturday July 13th between 2pm-8pm (sunset)
After parking counts are taken, the resulting data will be organized and tabulated
for inclusion into the final report.
C. Report Preparation
A report will be prepared which documents the parking rate and frequency of the
site which will include a recommendation for the ultimate parking layout given
the existing parking conditions.
II. Proposed Fee
Our proposed fee is $6,000. This is not a hard proposed fee and is negotiable..
The proposed fee is based upon time and materials per each task as outlined
below.
FEE ESTIMATE
TASK EFFORT (HRS) RATE TOTAL
A. Study Area 4 $150 $600
B. Study Period $3,000
C. Report Preparation 16 $150 $2,400
TOTAL $6,000
*The fee for study period task is based on the number of hours needed to conduct parking counts every hour on the
hour at the site.
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Lower Point Vicente Park
Parking Utilization Proposal
Page 3 of 3
If you should have any questions regarding this proposal, please don’t hesitate to contact me at
310-938-3244.
Sincerely,
Nicole Jules, P.E.
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KELSURVEYS, INC.1740 E. GARRY AVENUE, SUITE 110SANTA ANA, CA. 92705PH: 949‐660‐8016 FX: 949‐660‐1758Mr. Bob Merrell, PE.Cell # 949‐875‐5917Newport Beach, Ca. 92660Email: BMerrell@andpen.comDATE OF PREPARATION ‐ September 1, 2019Project Understanding:‐ Kelsurveys to provide Existing Topographic Data for approximately 6 acres as outlined on RFP Exhibits.‐ The detail coverage shall be covered by Ground Conventional Survey, using the NAD83 California Coordinate System (2011.00 EPOCH) for Horizontal Datum and NAVD88 Vertical Bench Mark Network, for Vertical Datum.‐ The project IS mandated by the Prevailing Wage Criteria for Public Works Projects in the State of California.‐ The survey shall NOT include the Standard monumentation and record mapping requirements (Record of Survey) of the California Professional Land Surveyor's Act, for Boundary and Center Line Establishments. ‐ The time table suggested for completion is estimated at 3 weeks, from a "Notice to Proceed".‐ Utility Compilation from available As‐Built Maps, shall be researched and incorporated by others.‐ Our proposal anticipates the City to arrange and assume all costs arising from the coordination of ACCESS entry to private property, if needed.‐ Delivery shall be Field Notes , sketches and an ASCII POints file compatable to current Autocadd system's import, for the topographic survey.‐ Condition for a Notice to proceed is the execution of this agreement, to be part of a binding contract.‐ The contents herein are good for 60 days.AndersonPena Partners, Inc.3737 Birch Street, Ste. # 250SURVEY SCOPE OF SERVICES ‐ COST PROPOSAL City of Rancho Palos Verdes ‐ Interpretive Center Parking Lot Concept1A-14
City of Rancho Palos Verdes ‐ Interpretive Center Parking Lot ConceptFLAT RATETOTAL FEE# HRS RATE/HR12 140.00 $280.0022 230.00 $460.0034 230.00 $920.00416 230.00 $3,680.002 140.00 $280.00$4,880.009/1/2019Kelsurveys, Inc ‐ President ‐ LS 6178Representative‐ArdurraResearch (Office) ‐ City and County Recorded survey documentsControl Surveys (Field‐2 man field crew) Estalish Site Controls and Benchmark Elevation Transfers.LABORCenter Line Control Surveys (Field‐2 man field crew) Locate sufficient Center Line Monumentation and/or its Ties, to establish its respective Center Line.Per the above; The Survey tasks and its associated line item costs are as follows:Total This PhaseTopographic Survey (field‐ 2 man field crew) Detailed Returns with curbs and culturesPoints Processing and Cadd Edits (Office)2A-15
01203.0006 630774.2 EQG 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ARDURRA GROUP, INC.
for
Preparing a Master Plan for Outdoor Improvements at
the Point Vicente Interpretive Center
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01203.0006 630774.2 EQG
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ARDURRA GROUP, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on February 18, 2020, by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation (“City”) and ARDURRA GROUP, INC., a Florida
corporation (“Consultant”). City and Consultant may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest
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01203.0006 630774.2 EQG 2
professional standards” shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
1.2 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. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant 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, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant 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. Consultant 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
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
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01203.0006 630774.2 EQG 3
the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant 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. Consultant 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. Consultant
shall be responsible for compliance with these aforementioned Sections for all apprenticeable
occupations. Prior to commencing work under this Agreement, Consultant shall provide City with
a copy of the information submitted to any applicable apprenticeship program. Within sixt y (60)
days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants
shall submit to the City a verified statement of the journeyman and apprentice hours performed
under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant 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 Consultant in excess of eight (8) hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon compensation
for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the
basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Consultant 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.”
Consultant’s Authorized Initials ________
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(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant 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. Consultant 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. Consultant 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, d efend 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.
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
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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 Consultants. 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 $49,989 (Forty Nine Thousand Nine Hundred Eighty Nine Dollars)
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
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.
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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 4.4,
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.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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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 of the Agreement, except as otherwise provided in the Schedule of Performance
(Exhibit “D”). The City may, in its sole discretion, 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:
Anissa Voyiatzes, P.E., QSD, ENV SP Manager of Engineering for Public Works
Robert Merrell, P.E. Sr. Project Engineer
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.
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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, wheth er 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 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.
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.
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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 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).
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(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.
(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
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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.
(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.
(l) 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 as sumes
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
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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 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
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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 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.
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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
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
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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 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.
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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
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 Consultant shall be liable for and shall pay to the City the sum of $50 (Fifty Dollars) 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 Consultant 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
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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 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
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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 r elating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 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.
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9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision 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
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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]
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01203.0006 630774.2 EQG 21
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
John Cruikshank, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
ARDURRA GROUP, INC.
A Florida corporation
By:
Catherine Cahill
Chief Financial Officer
By:
Lisa Penna
Vice President
Address: 3737 Birch Street, Suite 250
Newport Beach, California 92660
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.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 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 u pon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006 630774.2 EQG
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 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 tha t by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will prepare a Master Plan for Outdoor Improvements at the Point Vicente
Interpretive Center (the Services) as follows:
A. Primary Design Elements. In general, Master Plan will develop a comprehensive
layout of the design elements envisioned within the designated area established
during the community workshops and by the focus group. The parking and exhibit
sites shall are more accurately identified in Exhibit A-1. The primary design
elements will be:
1. A new parking lot will be constructed to provide the additional parking
required and to accommodate the buses that will bring in the student groups.
The number of spaces will be established by our inclusion of a
comprehensive parking utilization study that will assess the whole PVIC
complex considering the present requirement and the new attraction needs.
2. A new restroom will be constructed within the exhibit space to
accommodate the anticipated number of additional visitors.
3. Four individual interactive exhibit segments, each providing seating for a
quarter of the visiting student groups estimated to be about 80 people for a
45-minute session at each location. The groups will rotate through each
location. The four interactive exhibits will be Tongva Indian Gathering
Place (A), Geology (B), Archaeological Dig (C), and finally Annie’s Stand
replicating Japanese Farming (D). These exhibits have already been
conceptualized.
B. As-Built Research, Investigation and Review
Consultant will conduct a thorough search of the available records to acquire
relevant data to assist in the design of the project. Consultant will conduct a site
reconnaissance to identify all pertinent elements that might have an impact on the
project layouts.
C. Field Survey
Consultant will complete a topographic field survey within an area extending from
the existing entrance road up the hill to well beyond the planned limit of the exhibit
space so that the conceptual grading can be completed to accurately address access
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grade restrictions to accommodate Americans with Disabilities Act (ADA)
requirements and site drainage considerations. The remainder of the Master Plan
site will use record files and the City’s GIS data to present the trail network and
associated proposed improvements.
D. Parking Utilization Study
Consultant will conduct a detailed parking utilization study so as to identify the
area needed and number of stalls required for the new parking lot. The study will
address peak demands based on special event and holiday park uses with input data
obtained from actual field counts during these periods. This data can be
extrapolated to bracket a reasonable number of stalls that will accommodate the
new improvements. The study will take into account the two existing parking lots
and consider if any changes to these should be made in conjunction with the new
lot construction.
E. Parking Lot Preliminary Design
Based on the parking demand established in the Study, Consultant will develop a
detailed layout, and will grade it to accommodate adequate circulation, and to
accommodate the bus traffic expected. The lot will be ADA compliant with the
appropriate number of handicap stalls and travel paths to the exhibit space. The
parking lot preliminary design will include lighting and signage as required. If
bioswales are required to accommodate NPDES compliance, Consultant will
identify appropriate locations within the parking lot layout.
F. New Restroom Preliminary Design
The new restroom facility will be located appropriately to the exhibit space and be
connected to the existing electric, sanitary sewer and portable water infrastructure
currently serving the PVIC building complex.
G. Preliminary Project Layout
Consultant will compile the furnished concept drawings and the assembled
topographic surveys into a base plan where the individual design elements are laid
out for initial study by the landscape architect. The general configuration of the new
parking lot will be established prior to development of the detailed layouts for the
interactive exhibit segments so that entrance and circulation details can be
designed. The exhibit area and restroom will be secured with perimeter fencing so
that after-hours access is prohibited. Once these layouts are available, review with
city staff and stakeholders will be coordinated so that the final documents reflect
input from all interested parties.
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H. Final Master Plan
The final master plan will incorporate all comments from both city staff and
interested stakeholders. Changes to the layout will be made to accommodate all
comments received and accepted by city staff who are considered the final decision
makers for the proposed improvement.
In addition to a written dialogue, the final document will include illustrations of the
individual exhibits, entry location with fencing, stairs, and ramps as needed and an
overall depiction of the parking lot and exhibit space as oriented within the PVIC
complex.
The final document will include scaled, elevated, and dimensioned drawings
detailing the parking lot, lighting and signage, exhibit space with signage, restroom
location, and utility assignments. The exhibit spaces will be illustrated in detail with
dimensions and elevations, paths of travel with ADA-required detail, seating
locations, and signage.
Separate drawings will be included showing the entire site with improvements to
include a new parking lot, construction of a new restroom, grasslands and
landscaping, new trails, and picnic areas/overlooks. These drawings will depict the
orientation of the various improvement elements with the existing facilities.
Cost estimates for construction will be furnished at both the 50% and final project
stages.
I. Meetings
In addition to scheduled monthly meetings with city staff, two meetings with the
community and one City Council meeting are anticipated.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Preliminary Parking Lot Design, in both print and electronic (AutoCAD, excel
spreadsheets and word documents, as well as .pdf files) formats at the 50% project
stage
B. Preliminary New Restroom Design, in both print and electronic (AutoCAD, excel
spreadsheets and word documents, as well as .pdf files) formats at the 50% project
stage
C. Preliminary Project Layout, in both print and electronic (AutoCAD, excel
spreadsheets and word documents, as well as .pdf files) formats at the 50% project
stage
D. A Final Master Plan, in both print and electronic (AutoCAD, excel spreadsheets
and word documents, as well as .pdf files) formats at the final project stage,
inclusive of:
1. A written dialogue
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2. Illustrations of
a. the individual exhibit spaces, inclusive of:
i. dimensions and elevations
ii. paths of travel with ADA required detail
iii. seating locations
iv. signage
b. entry location with fencing, stairs and ramps (as needed)
c. overall depiction of the parking lot and exhibit space as oriented
within the PVIC complex
3. Scaled, elevated and dimensioned drawings detailing:
a. The parking lot
b. Lighting and signage
c. Exhibit space with signage
d. Restroom location
e. Utility alignments
4. Separate drawings showing the entire site with improvements, and their
orientations within the existing facilities, inclusive of:
a. A new parking lot
b. Construction of a new restroom
c. Grasslands and landscaping
d. New trails
e. Picnic areas and overlooks
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports:
A. Monthly status reports delivered prior to scheduled monthly meetings
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Anissa Voyiatzes, PE, QSD, ENV SP – Manager of Engineering for Public Works
B. Robert Merrell, PE – Senior Project Manager
C. Nicole Jules, PE – Priority Engineering
D. Kelvin Kitaoka, PLS – Kelsurveys, Inc.
E. David Volz, LA – David Volz Design
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EXHIBIT “A-1”
PARKING AND EXHIBIT SITES
EXHIBIT AND PARKING ORIENTATION
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AREA DESIGNATED FOR EXHIBIT SPACE
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01203.0006 630774.2 EQG B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(Deleted text is indicated in strikethrough and added text in bold italics).
I. Section 2.2, Method of Compensation, is amended as follows:
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 (cb) the Contract Sum is not exceeded; or (iv)
such other methods as may be specified in the Schedule of Compensation.
II. Section 4.5, Prohibition Against Subcontracting or Assignment, is amended to read:
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 subcontractors
are deemed approved: David Volz Design, Priority Engineering, and Kelsurveys, Inc. 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.
III. Section 5.3, Indemnification, is deleted in its entirety and replaced with the following:
5.3, Indemnification, Hold Harmless, and Duty to Defend.
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, subconsultants, or invitees, or any
individual or entity for which Consultant is legally liable (“indemnitors”), or arising from
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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.
(d) Consultant shall incorporate similar indemnity agreements with its
subconsultants 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.
.
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01203.0006 630774.2 EQG C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
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.
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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 attached as Exhibit C-1.
NOT APPLICABLE
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01203.0006 630774.2 EQG D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
TASK DESCRIPTION DEADLINE (following
delivery of Notice to
Proceed)
A. Field topographical survey 4 weeks
B. Parking study 4 weeks
C. Initial exhibit layouts, Preliminary parking lot
design (50%), Preliminary new restroom design
(50%)
8 weeks
D. Draft Final Master Plan (90% project stage) 15 weeks
E. Final Master Plan 21 weeks
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
See Section I, above.
III. The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
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