Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Geosyntec Consultants Inc - FY2021-057-02
AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (“City”) and GEOSYNTEC CONSULTANTS, INC., a Florida corporation (“Consultant”) is effective as of June 4, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated June 1, 2021 (“ Agreement”) whereby Consultant agreed to provide engineering consulting services in conjunction with the Palos Verdes Peninsula Watershed Group Coordinated Integrated Monitoring Program Implementation (CIMP), for an initial Term of 3 years, expiring May 31, 2024, for a Contract Sum of $969,683. B. On June 20, 2023, City and Consultant entered into an Amendment to the Agreement (“Amendment No. 1) to include additional monitoring and reporting activities required in order for the City to remain compliant with the Regional MS4 Permit and state regulations increasing compensation by $172,526 f or a total Contract Sum of $1,142,209. C. City and Consultant now desire to amend the Agreement (“Amendment No. 2”) to extend the Term of the Agreement by two additional years, ending on June 30, 2026, and to increase compensation by $972,411 for a new Contract Sum of $2,114,620. TERMS 1.Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a.Section 2.1, Contract Sum, is amended to read: 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 $1,142,209 (One Million One Hundred Forty Two Thousand Two Hundred Nine Dollars $2,114,620 (Two Million One Hundred Fourteen Thousand Six Hundred Twenty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -2- b. The following is added to Section I of Exhibit “A” Scope of Services Amendment No. 1. B. Scope of Services for FY 2024-25 and 2025-26 only. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -3- DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -4- DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -5- DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -6- [continued on next page] DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -7- c. The following shall be added to Section I of Exhibit “C” Schedule of Compensation Amendment No. 1. Compensation for FY 2023-2024 only. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -8- Compensation for FY 2024-25 and 2025-26. [continued on next page] DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -9- c The following is added to Section II of Exhibit “D” Schedule of Performance Amendment No. 1. Work product deliverables and schedule FY 2024-25, 2025-26 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 and 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 and 2. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -10- Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 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 Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 -11- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: GEOSYNTEC CONSULTANTS, INC., a Florida corporation By: ________________________________ Name: Ken Susilo Title: Vice President By: ________________________________ Name: Christopher Wessel Title: Senior Principal Address: 5901 W. Century Blvd Suite 1450 _ Los Angeles, CA 90045 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. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 01203.0006/985747.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 7BA74493-2498-46EA-AC4F-7DBAA31F5BC1 Certificate Of Completion Envelope Id: 7BA74493249846EAAC4F7DBAA31F5BC1 Status: Completed Subject: Complete with Docusign: Attachment A Geosyntec Stormwater Monitoring Amendment No 2.pdf Source Envelope: Document Pages: 13 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Vanessa Hevener AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 vhevener@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/10/2024 11:56:47 AM Holder: Vanessa Hevener vhevener@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Ken Susilo ksusilo@geosyntec.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.193.194.207 Signed using mobile Sent: 6/10/2024 12:24:01 PM Viewed: 6/10/2024 4:25:35 PM Signed: 6/10/2024 4:25:48 PM Electronic Record and Signature Disclosure: Accepted: 6/10/2024 4:25:35 PM ID: ef97326b-a9e9-45b5-b003-9e37de68e151 Christopher Wessel cwessel@geosyntec.com Sr. Principal, Branch Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 216.205.115.175 Sent: 6/10/2024 4:25:50 PM Viewed: 6/10/2024 4:31:12 PM Signed: 6/10/2024 4:31:25 PM Electronic Record and Signature Disclosure: Accepted: 6/10/2024 4:31:12 PM ID: 03a087f2-38b1-4f2f-acb2-a81cfb4aba92 Elena q. Gerli egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 6/10/2024 4:31:27 PM Viewed: 6/10/2024 4:39:25 PM Signed: 6/10/2024 4:40:22 PM Electronic Record and Signature Disclosure: Accepted: 6/10/2024 4:39:25 PM ID: 0f220ef5-aeb3-4fab-a9ae-68a178d7b252 John Cruikshank john.cruikshank@rpvca.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 6/10/2024 4:40:23 PM Viewed: 6/11/2024 7:01:46 AM Signed: 6/11/2024 7:01:52 AM Electronic Record and Signature Disclosure: Accepted: 6/11/2024 7:01:46 AM ID: 7801682c-3d48-4615-a332-12c4d027a9d5 Signer Events Signature Timestamp Teresa Takaoka TeriT@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 75.83.180.163 Signed using mobile Sent: 6/11/2024 7:01:54 AM Viewed: 6/11/2024 7:03:30 AM Signed: 6/11/2024 7:03:43 AM Electronic Record and Signature Disclosure: Accepted: 6/11/2024 7:03:30 AM ID: dffa435d-b949-46c9-9835-2bcb8cd50542 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/11/2024 7:03:44 AM Viewed: 6/27/2024 5:55:30 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Vanessa Hevener vhevener@rpvca.gov Project Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/11/2024 7:03:45 AM Resent: 6/11/2024 7:03:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/10/2024 12:24:01 PM Certified Delivered Security Checked 6/11/2024 7:03:30 AM Signing Complete Security Checked 6/11/2024 7:03:43 AM Completed Security Checked 6/11/2024 7:03:45 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Ken Susilo, Christopher Wessel, Elena q. Gerli, John Cruikshank, Teresa Takaoka, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and GEOSYNTEC CONSULTANTS, INC., a Florida corporation (“Consultant”) is effective as of June 20, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated June 1, 2021 (“Agreement”) whereby Consultant agreed to provide engineering consulting services in conjunction with the Palos Verdes Peninsula Watershed Group Coordinated Integrated Monitoring Program Implementation (CIMP) for an initial Term of 3 years, expiring May 31, 2024, with the option to renew for one additional year, for a Contract Sum of $969,683. B. Additional monitoring and reporting activities are required in order for the City to remain compliant with the Regional MS4 Permit and state regulations. C. Therefore, City and Consultant desire to amend the Agreement (“Amendment No. 1”) to expand the Scope of Services as provided in this Amendment No. 1 and increase compensation by $172,526 for a total Contract Sum of $1,142,209. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: “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 $969,683 (Nine Hundred Sixty-Nine Thousand Six Hundred Eighty-Three Dollars) $1,142,209 (One Million One Hundred Forty Two Thousand Two Hundred Nine Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.” b. Exhibit “A” Scope of Services is repealed and replaced with the attached Exhibit “A” Amendment No. 1 Scope of Services. c. Exhibit “C” Schedule of Compensation is repealed and replaced with the attached Exhibit “C” Amendment No. 1 Schedule of Compensation. d. Exhibit “D” Schedule of Performance is repealed and replaced with the attached Exhibit “D” Amendment No. 1 Schedule of Performance. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 -2- 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ Barbara Ferraro, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: GEOSYNTEC CONSULTANTS, INC., a Florida corporation By: ________________________________ Name: Ken Susilo Title: Vice President By: ________________________________ Name: Christopher Wessel Title: Address: 5901 W. Century Blvd., Suite 1450 Los Angeles, CA 90045 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. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 EXHIBIT “A” AMENDMENT NO. 1 SCOPE OF SERVICES I. Consultant will perform the following Engineering services (“Services”): A. Palos Verdes Peninsula Watershed Management Group Coordinated Integrated Monitoring Program (“CIMP”) Implementation (the “Project”): Task 1. Project Management • One kickoff meeting and one kickoff field meeting in the first year. • Four group meetings per year. For cost savings, it is assumed that data report presentations will take place during these scheduled meetings and attendance will be virtual. • Two access permits are assumed to be needed to install the flow monitoring equipment. The County access permit is assumed to cost approximately $1,260 annually; there is no fee assumed for City-specific permits. Task 2. Receiving Water Monitoring • Peninsula-RW1 will not have a TST failure requiring sampling at Peninsula-RW-1S in accordance with Permit Attachment E (and as further interpreted by the clarifying memorandum from the Regional Board). • One receiving water sample will require TIE per year. • No constituent or class of constituents causing toxicity will be identified during the assumed TIE event. • One field duplicate will be collected and analyzed for the parameters listed Table 3 of the RFP per year for dry and wet weather. Task 3. Stormwater Outfall Monitoring and Task 5. Non-Stormwater Outfall Monitoring • Based on initial field investigation and review of the CIMP, the sampling manhole at SD1 appears to be in the street. As a result, traffic control has been assumed to be necessary at this location. It has been assumed that a traffic control plan already exists and can be utilized without modification. • One field equipment blank and one bottle blanks will be collected and analyzed for the parameters listed in Table 6 of the RFP per year during wet weather. • No aquatic toxicity samples are assumed for outfall sampling. • NSW outfall screening has not been included in the scope of work. Task 4. TMDL Stormwater Outfall Monitoring • An access agreement can be arranged with the private property owner where the Valmonte site is located. The Geosyntec Team will be able to place a lock on the park gate to simplify access during storm events. Task 5. Non- Stormwater Outfall Monitoring • NSW Outfall Monitoring at 2 sites DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 Task 6. Stormwater Outfall Monitoring Flowmeter Installation • Installation of 2 flowmeters • Installation of 2 additional flowmeters Task 7. Monitoring Records • Incorporation of additional TMDL data into the database is limited to SMBBB TMDL bacteria data and Harbor Toxics TMDL monitoring. • Machado Lake TMDL monitoring monthly reports will include all wet and dry weather events occurring during the month in a single report • For annual Integrated Monitoring Compliance Report, it is assumed that all data related to programs and new development/redevelopment/retrofit projects that are to be included will be provided to the Geosyntec Team. Task 8. Annual Adaptive Management • Draft CIMP adaptive management update recommendations memo • Final CIMP adaptive management update recommendations memo Task 9. CIMP Modification per MS4 Permit • Revise CIMP – Background/Draft • Revise CIMP – Final • Revise CIMP – Board Comments • For Fiscal Year 2022-2023: • Modify the CIMP to meet all regulatory requirements and comply with the latest MS4, including, but not limited to the following: • Adding the City of Rolling Hills; • Removing/adding pollutants required to be monitored; • Modifying analysis methods to meet new reporting limits (RLs); • Updating sample figures; • Adding/removing monitoring locations; and • Revising reporting requirements. B. Santa Monica Bay Beaches Bacteria (SMBBB) TMDL Monitoring for Fiscal Years 2022-2023 and 2023-2024: Task 1. Project Management • Regular communication with the City on the status of scope, schedule, and budget. • Coordination with Consultant, the City, Peninsula Watershed Management Group (WMG), and the City’s water quality consultant. • Organization of Team coordination calls. • Tracking expenditures related to budget spent on a weekly basis throughout the Project duration to confirm that the Project stays on schedule and budget and that potential deviations DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 are identified, communicated, and mitigated early. Task 2. Weekly Monitoring • Weekly sampling at coordinated shoreline monitoring locations SMB 7-1, SMB 7-2, SMB 7- 3, SMB 7-4, and SMB 7-5 for three fecal indicator bacteria (FIB) parameters – total coliform density, fecal coliform density, and enterococcus density in compliance with the Santa Monica Bay Beaches Bacterial (SMBBB) Total Maximum Daily Load (TMDL) Coordinated Shoreline Monitoring Program (CSMP) and consistent with the requirements of the SMBBB TMDL. • Weekly bacteria monitoring at these five sample locations will be conducted per the approved Peninsula Coordinated Integrated Monitoring Plan and SMBBB CSMP. Additional accelerated monitoring will be conducted by the Geosyntec Team on subsequent days when trigged in response to exceedance of the single-sample bacteria objectives, as described in the SMBBB CSMP. • Michelson Laboratories will provide both sample collection and initial reporting services as part of the Geosyntec Team for the Peninsula WMG. Sampling results, including the field data form, will be provided to Geosyntec by Michelson on a weekly basis via an electronic spreadsheet. • SMBBB TMDL Shoreline Monitoring is at five (5) sample locations. Labor includes site observations at sample locations. Collection includes use of a trained technician. • A total of sixteen (16) repeat sample events per year are included for the SMBBB TMDL Shoreline Monitoring. Task 3. Data Analysis and Reporting • Summarize SMBBB TMDL Shoreline monitoring data received from Michelson Laboratory. • Import received data into a database and generate weekly and monthly reports that provide information such as sample locations, monitoring results, and indication of exceedances. • Reports will be sent to the Peninsula WMG and other requested parties on a weekly basis. Monthly summary reports will also be provided. • Preparation and submittal of semi-annual data reports (two per year) in compliance with requirements specified in the Regional MS4 Permit. • Semi-annual data submittals will be prepared in Excel in California Environmental Data Exchange Network (CEDEN) format, consistent with the Regional MS4 Permit requirements. • These semi-annual reports, due to the Regional Board by June 15 and December 15 of each year, will be prepared at least one month prior to submission date to provide the WMG with ample time for review. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. CIMP data analysis and reporting: 1. One (1) Draft SAP with integrated HASP. 2. One (1) Final SAP with integrated HASP. 3. Five (5) Receiving Water Monitoring Reports per year: three (3) separate wet weather monitoring events and two (2) dry weather monitoring events. The reports will include field logs, summary of results, results tables, and analytical laboratory data. 4. Five (5) Stormwater Outfall Monitoring Reports per year: three (3) separate wet weather monitoring events and two (2) dry weather monitoring events. The reports will include field logs, summary of results, results tables, and analytical laboratory data. 5. Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitoring Reports per year: twelve (12) dry weather monitoring events, one (1) event per month. The reports will include field logs, summary of results, results tables, and analytical laboratory data. 6. (2) CEDEN data sets per year: semiannually 7. One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring Compliance Report. 8. One (1) Final Watershed Annual Report Section 6 Integrated Monitoring Compliance Report. 9. Attendance and participation at Palos Verdes Peninsula Watershed meetings if requested. 10. For Fiscal Year 2022-2023: Draft and Final CIMP, revised based on Peninsula Watershed Management Group comments and compliant with all regulatory requirements and latest MS4 permit. 11. For Fiscal Year 2022-2023: Final CIMP, revised based on Regional Water Quality Control Board comments and compliant with all regulatory requirements and latest MS4 permit. B. SMBBB Data Analysis and Reporting for Fiscal Years 2022-2023 and 2023-2024: 1. 52 weekly SMBBB TMDL shoreline monitoring data submittals, per year. 2. Additional data submittals following accelerated monitoring events, as necessary. 3. 12 monthly SMBBB TMDL shoreline monitoring data submittals, per year. 4. Two semi-annual data reports, per year. 5. All memoranda and reports include one round of review from the Peninsula Cities WMG, with consolidated electronic comments provided to Consultant to be incorporated into the final version. 6. A total of sixteen (16) repeat sample events are assumed for the SMBBB TMDL Shoreline Monitoring per year. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 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: 1. During the wet weather monitoring season, email correspondence summarizing forecasts and the potential for wet weather event monitoring will be provided, as necessary. Go/No-Go decisions for wet weather monitoring events will be included with appropriate documentation. 2. During dry weather, email correspondence identifying proposed monitoring dates will be provided at a minimum of once per month. 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: Christopher Wessel, PE, QSD/QSP – Project Director Avery Blackwell, PE - Project Manager Stacy Luell, PE, QSD/QSP – Assistant Project Manager Brandon Steets, PE, QISP, ToR – Senior Technical Advisors Todd M. Bear, D.Env. – Senior Technical Advisors Jim Burton, PE, QSP/QSD – Sample Collection Curtis Fang, PE – Data Collection and Reporting Maria Colyar, EIT, QISP – Data Collection and Reporting Paige Fitzgibbon – Data Collection and Reporting Jared Ervin, PhD – Advanced Tasks DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 EXHIBIT “C” AMENDMENT NO. 1 SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Year 1 - CIMP Year 2 - CIMP Year 2 – SMBBB DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 Year 3 - CIMP YEAR 3 – SMBBB II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 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. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 EXHIBIT "C-1" PERSONNEL RATES DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 EXHIBIT “D” AMENDMENT NO. 1 SCHEDULE OF PERFORMANCE DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 I. Consultant shall perform all services timely in accordance with the following schedule: DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 II. Consultant shall deliver the following tangible work products to the City by the following dates. A. CIMP monitoring and reporting 1. Final SAP with integrated HASP – October 2021 DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 01203.0006/889369.1 2. Five (5) Receiving Water Monitoring Reports – Within 14 Days of receipt of monitoring results 3. Five (5) Stormwater Outfall Monitoring Reports – Within 14 Days of receipt of monitoring results 4. Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitoring Reports – Monthly 5. (2) CEDEN data sets per year – Semi-Annually 6. One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring Compliance Report – October Annually 7. One (1) Final Watershed Annual Report Section 6 Integrated Monitoring Compliance Report – November Annually 8. For Fiscal Year 2022-2023: Draft and Final CIMP, revised based on Peninsula Watershed Management Group comments and compliant with all regulatory requirements and latest MS4 permit – February 2022 9. For Fiscal Year 2022-2023: Final CIMP, revised based on Regional Water Quality Control Board comments and compliant with all regulatory requirements and latest MS4 permit – February 2022 B. SMBBB monitoring and reporting for Fiscal Years 2022-2023 and 2023-2024 1. 52 weekly SMBBB TMDL shoreline monitoring data submittals, per year. 2. 12 monthly SMBBB TMDL shoreline monitoring data submittals, per year. 3. Two semi-annual data reports, per year – At least one month prior to June 15 and December 15 of each year. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. DocuSign Envelope ID: 7C921475-AC97-45F8-8B60-AC5934ACD6A7 Certificate Of Completion Envelope Id: 7C921475AC9745F88B60AC5934ACD6A7 Status: Completed Subject: Complete with DocuSign: RPV - Geosyntec Amendment No. 1.pdf Source Envelope: Document Pages: 18 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Cheri Bailiff AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 cherib@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/21/2023 2:36:55 PM Holder: Cheri Bailiff cherib@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Ken Susilo ksusilo@geosyntec.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.114.230.170 Sent: 6/21/2023 2:41:19 PM Viewed: 6/21/2023 3:39:27 PM Signed: 6/22/2023 9:33:01 AM Electronic Record and Signature Disclosure: Accepted: 6/21/2023 3:39:27 PM ID: 25538791-f94a-48b5-90e3-5ee6eac690e0 Christopher Wessel cwessel@geosyntec.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 149.20.194.137 Sent: 6/22/2023 9:33:04 AM Viewed: 6/22/2023 9:47:18 AM Signed: 6/22/2023 9:47:30 AM Electronic Record and Signature Disclosure: Accepted: 6/22/2023 9:47:18 AM ID: 1be1a0c2-2996-4a6c-96aa-69aa7d2bb90b William W. Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 6/22/2023 9:47:32 AM Viewed: 6/22/2023 10:23:54 AM Signed: 6/22/2023 10:24:03 AM Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:23:54 AM ID: 349bf40f-c13a-4e2e-8979-3c81d821cd7a Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.211.255.186 Signed using mobile Sent: 6/22/2023 10:24:05 AM Viewed: 6/22/2023 6:23:40 PM Signed: 6/22/2023 6:24:43 PM Electronic Record and Signature Disclosure: Accepted: 6/22/2023 6:23:40 PM ID: 6444351f-d627-4921-929d-bffe1577d332 Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Signed using mobile Sent: 6/22/2023 6:24:44 PM Viewed: 6/22/2023 9:36:12 PM Signed: 6/22/2023 9:36:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Ramzi Awwad rawwad@rpvca.gov Director of Public Works City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/22/2023 9:36:29 PM Electronic Record and Signature Disclosure: Accepted: 3/2/2023 10:45:19 AM ID: 3242b72d-4755-489d-8e5f-7c62dc360470 City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/22/2023 9:36:30 PM Viewed: 6/26/2023 10:22:11 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Lorna Cloke LornaC@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/22/2023 9:36:31 PM Viewed: 6/23/2023 7:56:01 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheri Bailiff cherib@rpvca.gov Permit Technician I (PW) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/22/2023 9:36:32 PM Resent: 6/22/2023 9:36:35 PM Viewed: 6/23/2023 8:20:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/21/2023 2:41:19 PM Certified Delivered Security Checked 6/22/2023 9:36:12 PM Signing Complete Security Checked 6/22/2023 9:36:27 PM Completed Security Checked 6/22/2023 9:36:32 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Ken Susilo, Christopher Wessel, William W. Wynder, Barbara Ferraro, Ramzi Awwad, City Clerk Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and GEOSYNTEC CONSULTANTS, INC. 01203 0006/718670 1 EQG I AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND GEOSYNTEC CONSULTANTS, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into on June 1, 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and GEOSYNTEC CONSULTANTS, INC., a California Corporation ("Consultant") City and Consultant may be referred to, individually or collectively, as "Party" or"Parties " RECITALS A City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and descnbed 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 authonty 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 01203 0006/718670 1 EQG purposes of this Agreement, the phrase "highest 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 junsdiction 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 01203 0006/718670 1 EQG 2 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 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 venfy 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 Pnor to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a venfied statement of the journeyman and apprentice hours performed under this Agreement (0 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 dunng 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 dunng 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(1'Y2) 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" 01203 0006/718670 1 EQG 3 Consultant's Authorized Initials 455 (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 penodic 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 anse from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, pnor to commencement of services hereunder Should the Consultant discover any latent or unknown conditions, which will matenally affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's nsk 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, matenals, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence 01203 0006/718670 1 EQG 4 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1.9 Additional Services. City shall have the right at any time dunng 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 nsk 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 $969,683 (Nine Hundred Sixty-Nine Thousand Six Hundred Eighty-Three Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 01203 0006/718670 1 EQG 5 2.2 Method of Compensation. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention, (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded, or(iv) such other methods as may be specified in the Schedule of Compensation 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 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 01203 0006/718670 1 EQG 6 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time penod(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 penod(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 Maieure. The time penod(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, nots, stnkes, 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 penod 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 three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D") The City may, in its discretion, extend the Term by one additional year 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 01203 0006/718670 1 EQG 7 Ken Susilo Vice President (Name) (Title) Greg Corcoran Vice President/ Secretary (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing pnncipals were a substantial inducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Pnncipals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees Consultant expressly waives any claim Consultant may have to any such rights 4.3 Contract Officer. The Contract Officer shall be Ron Dragoo, City Engineer, or 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 01203 0006/718670 1 EQG 8 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury 01203 0006/718670 1 EQG 9 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 penod no less than three (3) years after completion of the services required by this Agreement (d) Workers' compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B" 5.2 General Insurance Requirements. (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times dunng the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured 01203 0006/718670 1 EQG 10 (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants (g) Enforcement of contract provisions (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage (U) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies 01203 0006/718670 1 EQG 1 1 (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (1) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's nght to revise specifications The City reserves the right at any time dunng the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that anse 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 ansing out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or 01203 0006/718670 1 EQG 12 entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith, (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder The provisions of this Section do not apply to claims or liabilities occumng as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make 01203 0006/718670 1 EQG 13 records and transcripts from such records Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act 6.2 Reports. Consultant shall penodically 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 matenally increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and matenals hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authonzation by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retain copies of such documents for its own use Consultant shall have the right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such 01203 0006/718670 1 EQG 14 information or work product to persons or entities other than City without pnor 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 interrogatones 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, interrogatones, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S Distnct Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the 01203 0006/718670 1 EQG 15 invoices In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal nghts or any nghts arising out of any provision of this Agreement 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such nght 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 nghts and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary 01203 0006/718670 1 EQG 16 provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue a legal action under this Agreement 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of$ ( 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 Contractor any accrued liquidated damages 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' wntten 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 nght to terminate this Contract at any time, with or without cause, upon sixty (60) days' wntten notice to City, except that where termination is due to the fault of the City, the penod of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered pnor to the effective date of the notice of termination and for any services authonzed 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 01203 0006/718670 1 EQG 17 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 having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express wntten consent of the Contract Officer Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, 01203 0006/718670 1 EQG 18 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 unauthonzed 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 unauthonzed aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd , Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by 01203 0006/718670 1 EQG 19 the City Council The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void 93 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 depnves either party of the basic benefit of their bargain or renders this Agreement meaningless 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 0006/718670 1 EQG 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY• CITY OF RANCHO PALOS VERDES, a municipal corporation pc..UQ o \.1 Enc Alegna, Mayor ATTEST: ae ad-- Teresa T ao a, City Clerk APPROVED AS TO FORM. ALESHIRE&WYNDER, LLP a) 4k.i William W '-r, City Attorney CONSULTANT. GEOSYNTEC CONSULTANTS, INC. B}+ T Name Ken Susilo Title Vic: P•esident By Name 1r-gory T Corcoran SEE ATTACHED CALIFORNIA Titl- ice President/ Secretary ALL PURPOSE ACKNOWLEDGMENT (-w• --�5-79)Z/ Address 6167 Bristol Parkway, Suite 390 Culver City, CA 90230 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2) Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/718670 1 EQG 21 Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness accuracy or validity of that document State of California County of Los Angeles On !(A .1-4 a-Ja1 before me,/1..C_(xAe` OLKv.reS.A' Notary Public personally appeared k-Cevk SLS kko who proved to me on the basis of satisfactory evidence to be the person(s)whose name( (is/are subscribed to the within instrument and acknowledged to me that he/shej h y executed the same in his/haw4gieir authorized capacity(ies),and that by his/her/their signature(s,)on the instrument the person(s .or the entity upon behalf of which the person{)acted,executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct .3' ° > MICHAEL OHANNESIAN fd _�� Notary Public Cahforma {_ / ~tea - - Los Angeles County i _� Commission p 2322822 WITNESS my hand and official seal ` My Comm Expires Mar 28,2024 Signature PL. N toy Sr I AMry Skvtu I N tory P NI Description of Attached Document Title or Type of Document Co•k4lAt* S er s-Cti nee.Ht.-. Ly ¢ b Cat t.rtC+ e0-> a Rkrt)•o two) V t r L Document Date TWJ C CA% 21331 Number of Pages do G e0S ••te L C w....<<i►J' , 'd+Ni Signer(s)Other Than Named Above }644--Z-S% Capacity(ies) Claimed by�-Signer(s) Signers Name Chrrs%ko Signers Name 0 .Cc I/►eidf 4 1 Geosyv. t, CO.'f' 4l'it r California All-Purpose Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of San Diego On ,Z5 �p2/ before me, Deborah L Milne , Notary Public, personally appearedfill-tAtO✓ T air coif-cc.„,_ who proved to me on the basis of satisfactory evidence to be the person( whose name(a) Is/aee subscribed to the within instrument and acknowledged to me that he/sfie,tthey_ executed the same in his/her{#heie authorized capacrty(ies), and that by his/hcr/their signature( on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the state of California that the foregoing paragraph is Ft". DEBORAH l milgE Notary Public California 1 true and correct SanDiegoCount/Comm,ssno-_2330293 - MJ COTT Ex�ves c 202a Witness my hand and official seal Signature :-A,6Crice--4(7W1-'6" ---Cat--_. OPTIONAL Though the information below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of AttachednDocument /Leo I / Arc, Title or Type of Document n 61 �Cc�ti ,6 c) / Leo S V c 'lir c, Document Date Number of Pages Signer(s)Other Than Named Above Capacity(ies)Claimed by Signer(s) Signer's Name Signers Name Individual RIGHTTHUi1BPRINT Individual RIGHTTHUN7BPRINT OF SIGNER —Corporate Officer—Title Title(s) Officer—Title(s) OF SIGNER Partner- Limited General Top of thumb here — ( } Top of thumb here _Partner- _Limited_General _Attorney in Fact _Attorney in Fact _Trustee _Trustee _Guardian or Conservator _Guardian or Conservator _Other Other Signer is representing Signer is representing EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Engineering services (the Services) in conjunction with CIMP (Coordinated Integrated Monitoring Program) Implementation (the Project): Task 1 Project Management • One kickoff meeting and one kickoff field meeting in the first year • Four group meetings per year For cost savings, it is assumed that data report presentations will take place dunng these scheduled meetings and attendance will be virtual • Two access permits are assumed to be needed to install the flow monitonng equipment The County access permit is assumed to cost approximately $1,260 annually, there is no fee assumed for City-specific permits Task 2. Receiving Water Monitoring • Peninsula-RW 1 will not have a TST failure requiring sampling at Peninsula-RW-1S in accordance with Permit Attachment E (and as further interpreted by the clanfying memorandum from the Regional Board) • One receiving water sample will require TIE per year • No constituent or class of constituents causing toxicity will be identified during the assumed TIE event • One field duplicate will be collected and analyzed for the parameters listed Table 3 of the RFP per year for dry and wet weather Task 3 Stormwater Outfall Monitoring and Task 5. Non-Stormwater Outfall Monitoring • Based on initial field investigation and review of the CIMP, the sampling manhole at SDI appears to be in the street As a result, traffic control has been assumed to be necessary at this location It has been assumed that a traffic control plan already exists and can be utilized without modification • One field equipment blank and one bottle blanks will be collected and analyzed for the parameters listed in Table 6 of the RFP per year during wet weather • No aquatic toxicity samples are assumed for outfall sampling • NSW outfall screening has not been included in the scope of work Task 4. TMDL Stormwater Outfall Monitoring • An access agreement can be arranged with the pnvate property owner where the Valmonte site is located The Geosyntec Team will be able to place a lock on the park gate to simplify access dunng storm events Task 5. Non- Stormwater Outfall Monitoring • NSW Outfall Monitoring at 2 sites 01203 0006/718670 1 EQG A-1 Task 6. Stormwater Outfall Monitoring Flowmeter Installation • Installation of 2 flowmeters • Installation of 2 additional flowmeters Task 7 Monitoring Records • Incorporation of additional TMDL data into the database is limited to SMBBB TMDL bactena data and Harbor Toxics TMDL monitonng • Machado Lake TMDL monitonng monthly reports will include all wet and dry weather events occumng dunng the month in a single report • For annual Integrated Monitonng Compliance Report, it is assumed that all data related to programs and new development/redevelopment/retrofit projects that are to be included will be provided to the Geosyntec Team Task 8. Annual Adaptive Management • Draft CIMP adaptive management update recommendations memo • Final CIMP adaptive management update recommendations memo Task 9. CiMP Modification per MS4 Permit • Revise CIMP—Background/Draft • Revise CIMP—Final • Revise CIMP—Board Comments II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: 1 One (1) Draft SAP with integrated HASP 2 One (1) Final SAP with integrated HASP 3 Five (5) Receiving Water Monitoring Reports per year three (3) separate wet weather monitoring events and two (2) dry weather monitoring events The reports will include field logs, summary of results, results tables, and analytical laboratory data 4 Five (5) Stormwater Outfall Monitoring Reports per year three (3) separate wet weather monitoring events and two (2) dry weather monitoring events The reports will include field logs, summary of results, results tables, and analytical laboratory data 5 Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitonng Reports per year twelve (12) dry weather monitoring events, one (1)event per month The reports will include field logs, summary of results, results tables, and analytical laboratory data 6 (2) CEDEN data sets per year semiannually 7 One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring Compliance Report 8 One (1) Final Watershed Annual Report Section 6 Integrated Monitoring Compliance Report 9 Attendance and participation at Palos Verdes Peninsula Watershed meetings if requested 01203 0006/718670 1 EQG A-2 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: 1 During the wet weather monitoring season, email correspondence summarizing forecasts and the potential for wet weather event monitoring will be provided, as necessary Go/No-Go decisions for wet weather monitoring events will be included with appropnate documentation 2 During dry weather, email correspondence identifying proposed monitonng dates will be provided at a minimum of once per month 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: • Christopher Wessel, PE, QSD/QSP — Project Director • Avery Blackwell, PE - Project Manager • Stacy Luell, PE, QSD/QSP—Assistant Project Manager • Brandon Steets, PE, QISP, ToR— Senior Technical Advisors • Todd M Bear, D Env — Senior Technical Advisors • Jim Burton, PE, QSP/QSD— Sample Collection • Curtis Fang, PE—Data Collection and Reporting • Maria Colyar, EIT, QISP—Data Collection and Reporting • Paige Fitzgibbon—Data Collection and Reporting • Jared Ervin, PhD—Advanced Tasks 01203 0006/718670 1 EQG A-3 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [INTENTIONALLY LEFT BLANK] 01203 0006/718670 1 EQG B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: Year 1 Task Geosyntec Subs Labs Total Task 1.Project Management $ 34.557 $ 18.590 $ - $ 53.147 Task 2.Receiving Water Monitoring $ 8.038 $ 15.020 $ 25.172 $ 48.230 Task 3.Stormwater Outfall Monitoring $ 9.429 $ 32.340 $ 19.439 $ 61.208 Task 4.TMDL Stormwater Outfall Monitoring $ 9.675 $ 32.160 $ 13.131 $ 54.966 Task 5.Non-Stormwater Outfall Monitoring $ 4.153 $ 9.220 $ 2.515 $ 15.888 Task 6.Installation of flow meters $ 3.709 $ 12.660 $ - $ 16.369 Task 68.OPTIONAL-Installation of flow meters $ 3.709 $ 12.660 $ - $ 16.369 Task 7.Monitoring Records $ 62.932 $ 12.690 $ - $ 75.622 Task 8.Annual CIMP Adaptive Management $ 5.770 $ - $ - $ 5.770 Task 9.OPTIONAL-CIMP Modification per MS4 Permit $ 15.736 $ - $ - $ 15.736 Total.without optional Tasks $ 138,262 $ 132,680 $ 60,257 $ 331,199 Total.plus optional Tasks 68 and 9 $ 157,708 $ 145,340 $ 60,257 $ 363,305 Year 2 Task Geosyntec Subs Labs Total Task 1.Project Management $ 27.441 $ 5.120 $ - $ 32,561 Task 2.Receiving Water Monitoring $ 10.125 $ 15.020 $ 42.565 $ 67.710 Task 3.Stormwater Outfall Monitoring $ 8.998 $ 25.840 $ 22.355 $ 57.194 Task 4.TMDL Stormwater Outfall Monitoring $ 9.675 $ 32.160 $ 13.131 $ 54.966 Task 5.Non-Stormwater Outfall Monitoring $ 4.545 $ 9.220 $ 5.784 $ 19.550 Task 6.Installation of flow meters $ - $ - $ - $ - Task 68.OPTIONAL-Installation of flow meters $ - $ - $ - $ - Task 7.Monitoring Records $ 62.304 $ 12.690 $ - $ 74.994 Task 8.Annual CIMP Adaptive Management $ 5.770 $ - $ - $ 5.770 Task 9.OPTIONAL-CIMP Modification per MS4 Permit $ - $ - $ - $ - Total,without optional Tasks $ 128,859 $ 100,050 $ 83,835 $ 312,744 Total, .lus optional Tasks 68 and 9 $ 128.859 $ 100,050 $ 83.835 $ 312,744 Year 3 Task Geosyntec Subs Labs Total Task 1.Project Management $ 22.341 $ 5,120 $ - $ 27.461 Task 2.Receiving Water Monitoring $ 8.624 $ 15.020 $ 30.056 $ 53.700 Task 3.Stormwater Outfall Monitoring $ 8.998 $ 25.840 $ 22.355 $ 57.194 Task 4.TMDL Stormwater Outfall Monitoring $ 9.675 $ 32.160 $ 13.131 $ 54.966 Task 5.Non-Stormwater Outfall Monitoring $ 4.545 $ 9.220 $ 5.784 $ 19.550 Task 6.Installation of flow meters $ - $ - $ - $ - Task 68.OPTIONAL-Installation of flow meters $ - $ - $ - $ - Task 7.Monitoring Records $ 62.304 $ 12.690 $ - $ 74.994 Task 8.Annual CIMP Adaptive Management $ 5.770 $ - $ - $ 5.770 Task 9.OPTIONAL-CIMP Modification per MS4 Permit $ - $ - $ - $ - Total,without optional Tasks $ 122.258 $ 100.050 $ 71,326 $ 293.634 Total.plus optional Tasks 68 and 9 $ 122,258 $ 100,050 $ 71,326 $ 293,634 01203.0006/718670.1 EQG C-1 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 descnbing the work performed, the number of hours worked, and the hourly rate B Line items for all matenals and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subcontractor labor, supplies, equipment, matenals, 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 01203 0006/718670 1 EQG C-2 EXHIBIT "C-1" PERSONNEL RATES GEOSYNTEC CONSULTANTS 2021 RATE SCHEDULE PENINSULA CITIES CIMP IMPLEMENTATION Staff Professional $135 Semon Staff Piofessional $157 Piofessronal $178 Project Piofessional $200 Senior Professional $225 Principal $245 Serum Principal $268 Project Admuustrator $ 74 Clerical $ 58 Duect Expenses Cost plus 10% Subcontract Services Cost plus 10% Personal Automobile(per mile) Current Gov t Rate EcoKai 2021 RATE SCHEDULE PENINSULA CITIES CIMP IMPLEMENTATION Field Technician S 75 Senior Field Coordinator S 85 Project Scientist S105 Senior Scientist fi Qk/QC $125 Principal Engineer 5135 Adnunisnator S 55 01203 0006/718670 1 EQG C-3 0 — N 0 V' 2021 2022 2023 2024 S SUB- J A S O N D .! r M A M J J AS ONDJFMAMJJASONDJFMAMJ TASK TASK NAME MOM MatMgawMMeetings,Communications and Meetingsto ` 2 S O 01 I 1 Project management duties A I.2 Krckoft meeting • a C fr 1.a Free(k ck-on meeting • r € A sz _ t 4 Attendance and parircipanan at Palos Verdes Penirnsula Watershed meetings(assume 4 meetings) • • • • • • • • • • • 15 obtain necessary mines atseattamemi y 1 C Sampling and Anruysrs Plan and Health and SafetyPlan .�.i 02 Asc.lving Water Monitoring ,,. , 2 1 Water Mrnikwelg all kr:atnnc 13 wet weather everts gm year In he • • • • • • • • • b determined by the date of sellas) • • • • • • eD cr itoring mr, Mlle1 5t tt Ii rmorntnring et 3 sues(3 wet weather events per year • • • • • • • • • I.p lu be tlelarmnxxf by he data of storms) ham. ril r+M TMOL Slormdatr Outfall Monitoring r"'S TMDL(matfett rnonitoeny al 4 sites(3 wet weairwr events per year to oe • • • • • • • • • iy 4, irrimi determined bythe dale ofstorms) ••••••••••••••• • •••• •••••••••••••••• — C'" NW fmw ►SOOer Outten Monitoring C'" rat ,1L/i��� ; S N 1 wCW o_M?M rrmnil!rm9 et 2 sites • • • • • • O ,'�` —I Stormer Outfall Monitoring Flowmeter Inatallutlon es eo PIZ CO F+— i 1 0 I Instauation N 2 env:m 000 1110110111111111111111 cn rilrrrllr OPTIONAL.9tormwater Outfall Monitoring FIOwmet Installation .7 II .. ri©' 1o51a14txni<A 2 ntldtiunal iMnie iwlars rA..i O fir/ Monitoring Records Receiving Water Monitoring Reports(warm 14 days of receipt or 6 • • • • • • • • c' 7� 7.1 monitoring 111541st • • r' • Int 7.2 Outfall Monitoring Repon • • •Reports hveh14 days d receipt of monitoring ♦ • • • • ii.' resultsI . • • • 4 ♦ //��, 73 MaefwLake TMDL Montormg Report(Morrony Submittal) A hrry) do 7.4 Sona annual data submission(CEDENI 1111111111111♦ INIIIIIMI11116 isomma0 amimi.6 11111MMINI. r.l C. 7 5 Externally generated data suitability and incorporation IMMO MEM rb 7 6 Annual Integrated Monitoring Compliance Report Annual CIMP Adaptlw Management CD 6 1 Draf1 CIMP adapnve management update recnremendhrns mann 4 6.2 Finial CIMP adaptive management update recommendtons memo In* Mile OPTIONAL TASK-CIMP ModMeation per MS4 Permit. r♦ 9 1 Revise LIMP-Ele kgrrxnd/Drab mnannaaa♦ ,aJ' 9 2 Revise C IMP-Final NM. A 9 3 Revise CIMP Board Comments 1114 Project activity i� permitm Wet weather monitoring event • 'Foal date of the new Los Angeles MS4 permis pending The schedule shorn for this task assumes a foal approval date of the new Los 0 • Deliverable ♦ Angeles MS4 permit by June 30 2022 Milestone o Dry weather monitoring event • ... = IQ II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Final SAP with integrated HASP — October 2021 B. Five (5) Receiving Water Monitoring Reports — Within 14 Days of receipt of monitoring results C. Five (5) Stormwater Outfall Monitoring Reports Within 14 Days of receipt of monitoring results D. Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitoring Reports — Monthly E. (2) CEDEN data sets per year— Semi-Annually F. One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring Compliance Report— October Annually G. One (1) Final Watershed Annual Report Section 6 Integrated Monitoring Compliance Report—November Annually III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0006/718670.1 EQG D-2