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Willdan Engineering - FY2022-044 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND WILLDAN ENGINEERING THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made and entered into on January 18, 2022, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ( City") and WILLDAN ENGINEERING, 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, the performance of the services defined and described particularly in Article I of this Agreement B Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement D The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows ARTICLE I 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", as stated in the Proposal, 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 01172 0006/760966 1 intended For 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 Proposal which shall be incorporated herein by this reference as though fully set forth herein In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered 1 4 California Labor Law If the Scope of Services includes any ' public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seg 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 seg , 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 I (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 o 1172 0006/760966 i 2 Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) 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 verify such records in writing under penalty of perjury, as specified in Section 1776, certify and make such payroll records available for inspection as provided by Section 1776, and inform the City of the location of the records (e) Apprentices Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8, Section 200 et seq concerning the employment of apprentices on public works projects Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement (f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) 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 $25 (twenty-five dollars) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter I, Article 3 of the Labor Code Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than I''/Z (one and one half) 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 " 01 172 0006/760966 1 3 Consultant's Authorized Initials 0 (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 I (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1 5 Licenses,Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 1 6 Familiarity with Work By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order 1 7 Care of Work The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence 01172 0006/760966 1 4 1 8 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1 9 Additional Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written Change 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 I 5% of the Contract Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order Any greater increases, taken either separately or cumulatively, must be approved by the City Council It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor City may in its sole and absolute discretion have similar work done by other Consultants No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts 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 01172 0006/760966 I 5 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 $99,749 (Ninety Nine Thousand Seven Hundred Forty-Nine Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 19 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, (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, and (b) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the Schedule of Compensation 2 3 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5 and only if specified in the Schedule of Compensation The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City Coordination of the performance of the work with City is a critical component of the services If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings 2 4 Invoices Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement The invoice shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and 01172 0006/760966 1 6 undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2 5 Waiver Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant ARTICLE 3 PERFORMANCE SCHEDULE 3 1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Schedule of Performance attached hereto as Exhibit 'D" and incorporated herein by this reference When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively 3 3 Force Majeure The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer s determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section 01 172 0006/7609661 7 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 six months 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 one-year term ARTICLE 4 COORDINATION OF WORK 4 1 Representatives and Personnel of Consultant The following principals of Consultant (Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith Fred Wickman,Principal Project Manager It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City Additionally, Consultant shall utilize only the personnel included in the Proposal 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 City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld 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 01172 0006/760966 i 8 4 3 Contract Officer The Contract Officer shall be James O'Neill, or such person as may be designated by the Director of Public Works It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4 4 Independent Consultant Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any Joint enterprise with Consultant 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, all subcontractors included in the Proposal are deemed approved 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 25% (twenty five percent) 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 01 172 0006/760966 I 9 expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO `insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers' compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) (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 (0 Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B" 5 2 General Insurance Requirements (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time 01172 0006/760966 1 10 (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced City has the right but not the duty to obtain and continuously maintain 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 01 172 0006/760966 1 I I 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 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage (I) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (I) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies 01172 0006/760966 1 12 (q) Additional insurance Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 5 3 Indemnification To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ( `Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys fees incurred in connection therewith, (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof this indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The 01 172 0006/760966 1 13 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 61 Records Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the `books and records'), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act 6 2 Reports Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed 6 3 Ownership of Documents All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the `documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of 01 172 0006/760966 1 14 uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retain copies of such documents for its own use Consultant shall have the right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom Moreover, Consultant with respect to any documents and materials that may qualify as works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6 4 Confidentiality and Release of Information (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement Response to a subpoena or court order shall not be considered `voluntary provided Consultant gives City notice of such court order or subpoena (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by 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 01172 0006/760966 i 15 instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal Jurisdiction of such court in the event of such action In the event of litigation in a U S District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7 2 Disputes, Default In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is 15 (fifteen) days, but may be extended, though not reduced if circumstances warrant During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City s legal rights or any rights arising out of any provision of this Agreement 7 3 Retention of Funds Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein 7 4 Waiver Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 01 172 0006/760966 1 16 7 5 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7 6 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue a legal action under this Agreement 7 7 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 30 (thirty) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer 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 Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7 2 7 8 Termination for Default of Party If termination is due to the failure of the other Party to fulfill its obligations under this Agreement (a) 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 (b) Consultant may, after compliance with the provisions of Section 7 2, terminate the Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to payment for all work performed up to the date of termination 01 172 0006/760966 1 17 7 9 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney s fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement 8 2 Conflict of Interest Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 8 3 Covenant Against Discrimination Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed 01 172 0006/760966 1 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 § 1 101 el seq , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9 MISCELLANEOUS PROVISIONS 91 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 01 172 0006/760966 1 19 the City Council The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void 9 5 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid Judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 9 6 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation The determination of financial interest" shall be consistent with State law and shall not include interests found to be remote" or `noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration or other thing of value as a result or consequence of obtaining or being awarded any agreement Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or 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] 01172 0006/760966 1 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 un .1c• ;; •tion David L Bradley, Mayor ATTEST eresa Taka , City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP )dam 4-1,444-Th William W Wynder, City Attorney CONSULTANT WILLDAN ENGINEERING, a California corporation By Name — Z Title By See attached certificate T t eeAripeti— S '��`f`°`' Address 13191 Crossre.ertis Parkway North Suite 405 Industry, California 91746-3443 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 01 172 0006/760966 1 21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 .w. '.w.w.w.w.w. .wt.w. . w A: .G'C.CScSsafc•C',s:.f.LY',GY,.GS.sSSS'. 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 Cal ornia County ofC162 071-12 - On . 12 2 0 2. 7—before me, lA1 /`f Pa-Z-6{, Date /I Here Insert tame and Title of the icer personally appeared V01.4ka 4A VVI Name(s Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 ANNETTE M zamoka _ Notary Public California los Angeles County Signatur 2j r,r aP 1/19 C,�.� 17 •A'A.,r'• Commission r 2365863 Signat re f Not Public • • ' My Comm Expires Jul 16 2025 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document - Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name / Signer's Name ❑Corporate Officer — Title(s) / ❑Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑Ge5erales ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Att-ey-in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑ Other ❑ Other Signer Is presenting Signer Is Representing •r- •r-m r- <'r-r r. -r.r-r. ... -r-r.fl,t`cam c-- X-C% UC cc -c,.r r r r r - • r r r `t3Q ©2016 National Notary Association • www NationalNotary org • 1-800-US NOTARY(1-800-876-6827) Item#5907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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 / OnfaizaeLizr�l aR?Oo'l� before me, GZr�'G1t0 /' �9�� f/� ��ife �j� i 4-r-ieeit Here Insert Nam and Title of�e Officer personally appeared /f('gL /e/ L/�(�t Name(s) igner(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(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 �-,, JANINE SEVENING paragraph is true and correct Notary Public California i 4Orange County WITNESS my hand and official seal Commission k 2371197 r'',iiii."�� My Comm Expires Aug 17 2025 Slgnatur;00, .I/ Z.16,2. Place Notary Seal and/or Stamp Above Signature of Nota ,ublic OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of DocumentL �� 0441-04/71e4a4600 Document Date9rv11-1(. if o2L%� Number of Pages al,44-7 Signer(s) Other Than Named Above /)lU4i,01. 6/r !_//fl Capacity(ies) Claime�d��b�St ner(s) Signer's NameAbt J fin /19tevSCi Signer's Name ❑ Corporate Officer — Title(s) 0 Corporate Officer— Title(s) ❑ Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Individual 0 Attorney in Fact O Trustee ❑ Guardian or Conservator 0 Trustee 0 Guardian or Conservator Other L_'.If ❑ Other Signer ireU . . .%�� _?;.i •Igner is Representing ©2019 National Notary Association 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 S FATE OF CALIFORNIA COUNTY OF LOS ANGELES On 2022 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 PENAL FY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WI FNESS my hand and official seal Signature OPTIONAL I hough the data belo‘% is not required by law, it mai 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 El CORPORATE OFFICER TITLE OR TYPE OF DOCUMEN F TITLE(S) ❑ PARTNER(S) ❑ LIMITED El GENERAL NUMBER OF PAGES ❑ AllORNEY-IN-FACF ❑ TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMEN SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTI FY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 0 1 1 72 0006/760966 I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT rtA notary public or other officer completing this certificate verifies only the identity of the individual who signed he 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 2022 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 1 hough 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 DOCUMEN I ❑ INDIVIDUAL ❑ CORPORATE OFFICER _ TITLE(S) fl FLE OR TYPE OF DOCUMEN I NUMBER OF PAGES ❑ PARTNER(S) ❑ LIMI l ED DATE OF DOCUMENT ❑ GENERAL SIGNER(S)OTHER THAN NAMED ABOVE ❑ ATTORNEY-IN-FACT ❑ 1 RUS FEE(S) ❑ GUARDIAN/CONSERVAT OR ❑ OTHER SIGNER IS REPRESENTING (NAME OF PERSON(S)OR EN fITY(IES)) 01172 0006/760966 1 EXHIBIT"A" SCOPE OF SERVICES Consultant shall provide professional engineering services for design, bidding support, construction management, and inspection for the resurfacing of Silver Spur Road from approximately 285 feet north of Hawthorne Boulevard to the north side of Elkmont Drive, as follows: SCOPE OF WORK Design Pavement Engineering Review and map the condition and level of distress of the existing pavement along Silver Spur Road. 2. Core and sample the existing asphalt concrete pavement at six (6) locations within the limits of Silver Spur Road. Cores/borings will extend to a maximum depth of 2 feet below ground surface (bgs). Additional cores can be provided under separate authorization from the City. 3. Measure and visually log the cores in the field. Measure the thickness of aggregate base, if any, and collect representative sample of subgrade material for laboratory testing. 4. Perform laboratory testing of collected representative aggregate base and subgrade soils to determine their index and engineering properties. 5. Based on test results. evaluate alternative pavement section thicknesses for new pavement and rehabilitation approaches for the existing pavement where needed. including any necessary localized dig-outs where warranted. The alternatives may consist of overlay, full depth reclamation recycled and/or total removal and replacement. including ARI-IM and'or AC material. We will also explore and analyze enaineerin<a properties of subgrade soils. 6 Provide a draft and a final report presenting our findings. conclusions and recommendations. The report will be supported with a map showing core location. mapping of distressed pavement areas. and a summary of laboratory test results. • 01172.0006/760966.1 A-I Preliminary Engineering I. Confer with City staff to review, in full detail, the requirements for the project. Review available information pertinent to the project, including existing survey data. as-built improvement plans. traffic data, utility information. existing pavement section information. and other available record data. 2. Research and review available data and record information including as-built plans and utility information. 3. Prepare base maps from available record data. 4. Perform preliminary field reconnaissance. including photography, to analyze current field conditions and to gain familiarity with the site and specific pavement conditions, especially potential reconstruction areas and quantities, as pertaining to various viable strategies. and special problems that may require a form of pre-treatment prior to or in conjunction with the overlay. The field reconnaissance shall judge the physical properties and structural capacity of the pavement. Willdan will develop traffic loading conditions (TI) based on traffic counts provided by the City. 5. Based on City agreed strategies. incorporate project special conditions. unique engineering and constructability considerations and concerns. and City agreed preferences into a brief memorandum of findings and recommendations outlining the specific elements to be implemented for pavement upgrade. and attach all test data las applicable) and calculations. The Asphalt Institute method for overlay structural design will be used. 6. Upon final determination of-overlay structural section. mark in paint on the pavement and record on plans the locations and shapes of reconstruction repairs to provide optimum cost effectiveness in the balance of overlay lifespan and magnitude of repair quantities. Utility Coordination 1. Provide utility coordination, including notices to all utility companies in accordance with City's procedures. All documentation of contacts and responses will be copied to the City. Willdan will prepare utility notices and deliver them to the City for mailing under City letterhead. If so desired by the City. Willdan can transmit these notices under Willdan's letterhead; however, the City shall be responsible for any fees assessed to Willdan by the utility companies. Willdan will forward the initial preliminary request to the utility agencies that allow requests via e-mail. 01172.0006/760966.1 A-2 2. Coordinate with affected utility companies to provide for proposed utility improvements prior to pavement construction. 3 Review protect scope of work with each utility company at the preconstruction conference. Identify possible conflicts and work with each utility to assure that its facilities will be protected if properly identified. 4. Coordinate relocation work by utility companies before project bidding. Plans, Specifications and Estimates 1. Preparation of the street resurfacing plans for Silver Spur will include: • Title Sheet(1 sheet) • Detail Sheets, including curb and gutter and sidewalk standards(2 sheets) • Street resurfacing plan view at a scale of 1"=40'(2 sheets) • Signing& striping plans at a scale of 1'=40' (2 sheets) 2. Develop typical sections for the roadway including improvements. 3. Define areas of pavement failure for reconstruction_ 4. Define areas of curb and gutter removal and reconstruction related to drainage issues 5. Define areas of sidewalk and drive approach removal and reconstruction related to tripping hazards and in need of repair within the City right-of-way 6. Prepare specifications in accordance with City requirements. 7 Prepare quantity calculations and engineer's opinion of probable cost for construction in accordance with City requirements utilizing current City of Rancho Palos Verdes and other local agency cost data and compare to established project budget. 8. Submit plans and engineers opinion of probable cost for City review at 60%. The City's comments will be addressed, and additional detail added for the submittal of the plans, specifications, and engineer's opinion of probable cost for review at the 90% and 100% phases. Willdan will attend a plan review page-turn meeting with the City at 60% and 90%completion. 9. Following the review and approval of the 100% design by the City and affected utility companies, incorporate final comments and prepare final plans. specifications, and engineer's opinion of probable cost. 10. Submit one final mylar set of plans. hard copy of project specifications and engineer's opinion of probable cost to the City,along with electronic files. Construction Support Services Advertisement&Bidding Support I. Provide the City with 3 sets of final plans and specifications. 01172.0006/760966.1 A-3 2. Respond to questions during the project advertising phase. 3. Prepare project addenda. as necessary. Construction Engineering 1. Attend the pre-construction meeting and respond to questions regarding the construction documents. 2. Review and verify matenal submittals are in compliance with the project specifications. 3. Answer contractor's requests for infom'iation during the construction period. 4. Issue contract change orders regarding any omissions or conflicts in the design. at no charge to the City. 5. Prepare and submit set of"As Constructed"Mytars based on red-lines plans prepared by the contractor and inspection personnel during construction. 6. Attend construction progress meetings. Construction Management 1. Assist the City with public awareness and an information program to keep residents and local interests advised of project status and impacts to traffic flow:circulation. 2. Verify that the contractor distributes public construction notices. 3. Prepare special concerns to be presented at the preconstruction conference. 4. Conduct meetings and prepare preconstruction conference agendas and minutes and distribute to attendees. 5. Review the contractor's safety program in consultation with City staff. 6. Monitor activities related to the project such that the project is constructed pursuant to contract documents and in a timely fashion. 7 Log, track, and process submittals, requests for information, requests for changes, contract change orders, field directives, notices of potential claim, non-conformance reports. construction schedule, and detailed traffic control plan. 8. Closely review schedule and direct contractor to take corrective action on schedule slippage. 9. Assume responsibility for coordination with construction inspection staff and City staff. 10. Monitor activities of engineering support,testing, and work by utilities or other agencies. 11 Closely monitor ADA improvements and NPDES conformance. 01172.0006/760966.1 A-4 12. Evaluate and respond to the contractors requests for clarification of plans and specifications. 13. Conduct regular construction progress meetings and special site meetings. when necessary, with the contractor and City staff to review job progress, scheduling, and coordination. 14. Perform quantity,time, and cost analyses required for negotiation of contract changes 15. Prepare change orders. assist in negotiating,and recommend for approval by the City. 16. Monitor materials documentation and testing results and enforce corrections. 17. Review the contractor's progress payment requests and make recommendation for approval by the City. 18. Monitor preparation of punch list at substantial completion and follow up. 19 Routinely review construction files to ensure conformance to agency standards and good construction management practice. 20. Provide Weekly Project Status Report on form provided by the City. .onstn►ction Inspection The construction inspection services are generally performed in accordance with the provisions of the latest editions of the Standard Specifications for Public Works Construction 'Green hook.' City of Rancho Palos Verdes Standard Plans, Caltrans Standard Specifications, and the Public Work Inspector's Manual. Following is a listing of the construction inspection services that 'MI be applied to the project. 1. Conduct a field investigation of the project area to become familiar with the existing facilities and the project environment. ?. Secome familiar with traffic control plans, construction schedule. construction sequence. and permit requirements from other agencies. 3. Meet with City staff to review tfie scope of work and review project schedules. 4 Attend preconstruction meeting. 5 Provide full-time (8 hrs./day) construction inspection of the work to monitor materials and methods towards compliance with plans, specifications, and contract documents, and address and document non-conforming items as they are discovered.. 6 Monitor compliance with Cal OSHA requirements and compliance with all local, state, and federal regulations, including but not limited to. Clean Air Act and Clean Water Act (NPDES). 7 Meet with the contractor at the beginning of each day and review proposed work plans. including specific details that may affect progress. 01172.0006/760966.1 A-5 8. Review actual contractor performance throughout the day and discuss discrepancies with the contractor as they occur. 9. Coordinate activities of engineenng support,surveying, and testing. 10. Coordinate contractor's fieldwork with utility companies and other agencies. 11. Attend weekly jobsite meetings and other meetings with City staff, merchants, engineer. public relations personnel. contractor, and construction administrator, as needed. 12. Observe construction safety and public safety and convenience and report discovered discrepancies to construction administrator and City: however, the Contractor is solely responsible for site and public safety. 13. Inspect Traffic Control Plans daily prior to the start of construction and during construction. 14. Evaluate Contractor's operation and production with respect to quality and progress, and report to construction administrator and City. 15. Maintain copies of all permits needed to construct the project and enforce special requirements of each. 16. Maintain detailed daily report on construction progress showing site conditions. .veather conditions, traffic control measures taken by the construction contractor. labor. equipment, and materials used dunng the day, quantity of work performed dunng the day. and major incidences occurring each day. 17. Submit Daily Inspection Reports on City form to the City no later than 24 hours after each day. 18. Prepare weekly statement of working days and submit to Contractor and City. 19 Prepare clear and concise letters and memorandums, as needed. 20. Maintain field file bound workbooks dunng construction. including a cumulative record of quantities constructed, daily and weekly reports, working day reports. change order documentation, photographs, and other documentation. 21. Analyze delays and review claims on a timely basis and make recommendations to the City. 22. Review. evaluate. and discuss with the City, all requests for changes of work. including costs involved: prepare change orders, including provision of cover memorandum of explanation. 23. Maintain all data for change orders, and record information with regards to the time of dispute,time of notification by the contractor,and action taken by the inspector. 24. Provide complete measurements and calculations documented to administer progress payments and make recommendations for payments. 01172.0006/760966.1 A-6 25. Maintain and submit a clean set of plans marked in red for as-built corrections on record drawings to be filed with the City. (Willdan's design staff will be responsible to transfer the construction inspector's record drawings to onginal Mylar drawings.) 26. Prepare punch list when project completion is near and follow up. 27. Upon project completion, provide the finished set of project workbooks to the City in electronic format. Materials Testing 1. Attendance at preconstruction meeting by project manager, a California Registered Geotechnical Engineer. 2. Review AC mix design and provide consultation with City for approval of mix designs. 3. Provide certified technicians on site dunng subgrade preparation, and AB and AC placement, as well as testing the temperature, thickness, and compaction of AC. The AC temperature will be checked for each load, its thickness will be checked during placement and its compaction will be tested. 4. Provide certified concrete technicians during Portland cement concrete(PCC) placement to perform field testing of the concrete and prepare concrete samples for laboratory testing. 5. Provide and submit test results daily to field construction manager/inspector. F;. Provide engineering support, inspector/technician coordination. dispatch, material engineering review.test reporting. QA/QC.and administrative support services. 7. Final report providing our findings and conclusions and summary of field and laboratory. testing. 01172.0006/760966.1 A-7 EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strip, gh. [INTENTIONALLY LEFT BLANK] 01172.0006/760966.1 B-1 EXHIBIT"C" SCHEDULE OF COMPENSATION Rancho Pats Verdes-Silver S S. Road Design Services $23,403 Geotechnical Services $8,740 Construction Support Services $8,788 Construction Management-84 hrs. @ S 157 S13,188 Construction Inspection-280 hrs. @ Si 19 533,320 PM1atenals Testin. 12 310 Total $99,749 01172.0006/760966.1 C-1 EXHIBIT "D" SCHEDULE OF PERFORMANCE Complete plans, specifications and estimate for review within 8 weeks of Notice to Proceed. Complete revisions to plans, specifications and estimate within one week of receiving City comments(within 11 weeks of Notice to Proceed, allowing for two weeks for City review) Finalize plans, specification and estimate within one week of receiving City comments from final check(within 13 weeks of Notice to Proceed, allowing for one week for final check by City) Construction Management and inspection services: 35 days, concurrent with construction. 01172 0006/760966 1 D-1 CITY OF RANCHO PALOS VERDES SILVER SPUR ROAD RESURFACING PROJECT FROM N/O HAWTHORNE BOULEVARD TO ELKMONT DRIVE FEE SCHEDULE 12'27%2021(Revised) 1 I • • ` pal ... ,. SUMMARY TASK ,. -s..... _.-..r 1y •I'4 ...... $203 5211 I $181 1 $137 1 $121 I $195 5120 5157 $119 5125 565 Design Services _ • Protect Administration/Meetings 14.0 4.0 18 83,888 Pavement Engineering 16.0 14.0 30 83 940 88740 Utilny Coordination 8.0 8 flog 81,100 Plans,S.610096ons and Estimate 2.0 3.0 4.0 76.0 52.0 137 $150 $18 617 Design Subtotal 16 0 7 0 4 0 15.0 52 0 15 0 14.0 0.0 0C 0 0 193 0 $4,190 $32,143 Construction Support Services Advertisement 8 Bidding Support 3.0 1.0 5.0 8.0 4.0 21 588 03,008 Construction E•Ineerin. 8.0 8.0 18.0 2.0 36 85780 Construction Support Services Subtotal 11.0 10 13.0 18.0 '7 0 0.0 0.0 0.0 0 0 0.0 4 0 57 0 555 $8.788 Construction Man-•ementIMEIMMI=-IIIIIIIIIIIIIII■ 84 813188 Construction Management Subtotal 0.0 0.0 0,0 0.0 0.0 0.0 0.0 840 0 0 0.0 0.0 84 0 00 013.188 Construction Ins•ection 280.0 -I- 280 $33 320 Construction Inspection Subtotal 0.0 0.0 0.0 0 0 0 0 0 0 0 0 0.0 .. 0.0 0.0 290 0 80 033.320 Materials Testin, 1 I 8.0 62.0 -- 70 $3,310 $12 310 Material Testin.Subtotal 0.0 0.0 0.0 0.0 0.0 8.0 62.0 0.0 0.0 0.0 0.0 70.0 83310 $12.310