Arup US Inc - FY2022-038 CITY OF RANCHO PALOS VERDES
PROFESSIONAL SERVICES AGREEMENT FOR
MUNICIPAL FINANCING WORKSHOP
SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (herein "Agreement") is made and
entered into this 20 day of January, 2022, by and between the CITY OF RANCHO PALOS
VERDES, a municipal corporation ("City")and Arup US, Inc (herein "Consultant")
NOW, THEREFORE, the parties hereto agree as follows
1 SERVICES OF CONSULTANT
1 1 Scope of Services In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services"attached hereto as Exhibit"A"and incorporated herein by reference Consultantwarrants
that it has the experience and ability to perform all work and services required hereunder and that
it shall diligently perform such work and services in a professional and satisfactory manner
1 2 Compliance With Law All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State, or local governmental agency of competent jurisdiction
1 3 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
el 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 el seq and 1810 et seq ,and all
other applicable laws
1 4 Licenses, Permits, Fees and Assessments Consultant shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement
15 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 "A" and incorporated herein by this reference In the event of a
conflict between the provisions of Exhibit "A ' and any other provisions of this Agreement,
the provisions of Exhibit "A" shall govern
2 COMPENSATION
2 1 Contract Sum For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation' attached
hereto as Exhibit"A"and incorporated herein by this reference, but not exceeding the maximum
contract amount of $10,000 (Ten Thousand Dollars), but excluding approved out of pocket
expenses also in accordance with Exhibit"A" ("Contract Sum")
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2 2 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"A", 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, 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 the City of any invoice provided by the Consultant shall not constitute a
waiver of any rights or remedies provided herein or any applicable law
2 3 Additional Services City shall have the right at any time during the
performance of the services,without invalidating this Agreement,to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the
actual cost 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 but not exceeding a total contract amount of Five
Thousand Dollars ($5,000)or in the time to perform of up to ninety (90)days may be approved by
the Contract Officer Any greater increases, taken either separately or cumulatively, must be
approved by the City Council No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed
3. PERFORMANCE SCHEDULE
3 1 Time Time is of critical importance in the performance of this
Agreement, and Consultant shall perform all services hereunder as expeditiously as is required by
the standard of care and in accordance with the Schedule of Performance in Exhibit A
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 "A" and incorporated herein by this reference When requested by the Consultant,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30) days cumulatively
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3 3 Force Majeure The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Consultant shall within ten(10)days of the commencement of such delay
notify the con 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 theperiod of
the enforced delay when and if in the judgment of the Contract Officer such delay is justified The
Contract Officer's determination shall be final and conclusive upon the parties to this Agreement
In no event shall Consultant be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Consultant's sole remedy being extension of the
Agreement pursuant to this Section
3 4 Term Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one-year from the date hereof, except as otherwise provided in
the Schedule of Performance (Exhibit"A")
4. COORDINATION OF WORK
4 1 Representative of Consultant
ARUP is hereby designated as being the representative of Consultant authorized to act on its behalf
with respect to the work and services specified herein and make all decisions in connection
therewith All personnel of Consultant and any authorized agents shall be under the exclusive
direction of the representative of Consultant 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, and shall keep City
informed of any changes
4 2 Contract Officer Deputy City Manager [or such person as may be
designated by the City Manager] is hereby designated as being the representative the City
authorized to act in its behalf with respect to the work and services specified herein and to
make all decisions in connection therewith ("Contract Officer")
4 3 Prohibition Against Assignment Consultant shall not contract with any
entity to perform in whole or in part the work or services required hereunder without the express
written approval of the City Neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City Any
such prohibited assignment or transfer shall be void
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 Consultant shall perform all
services required herein as an independent contractor of City 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, or that it is a member of a joint
enterprise with City
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5 INSURANCE AND INDEMNIFICATION
5 1 Insurance Coverages Without limiting Consultant's indemnification of
City, and prior to commencement of any services under this Agreement, Consultant shall obtain,
provide and maintain at its own expense during the term of this Agreement, policies of insurance
of the type and amounts described below and in a form satisfactory to City
(a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury,personal injury,and property damage The policy must include contractual liability that has
not been amended Any endorsement restricting standard ISO"insured contract"language will not
be accepted
(b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Consultant arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non- owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident
(c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement
(d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer s Liability Insurance (with limits of at
least $1,000,000)
(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 statedherein
(0 Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "A"
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
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(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages toproperty,
which may arise from or in connection with the performance of the Services hereunder by
Consultant, its agents, representatives, employees or subconsultants
(c) Primary/noncontributing Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
(d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments In the alternative, City may cancel this Agreement
(e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the
City's Risk Manager
(f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement (other than professional liability insurance) 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, 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 partyor
insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type
(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
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(1) 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
(1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
(n) Agency's right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies
(q) Additional insurance Consultant shall also procure and maintain,at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the work
5 3 Indemnification To the full extent permitted by law, Consultant agrees to
indemnify, defend (except for claims arising from Consultant's professional service) 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 third party person, firm or entity arising
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out of or in connection with the negligent performance of the work, operations or activities
provided herein of Consultant, its officers, employees, agents, subcontractors, 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, to the extent of Consultant's or indemnitors' fault, except claims or
liabilities occurring as a result of City's negligence or willful acts or omissions The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement
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 and shall keep such
records for a period of three years following completion of the services hereunder 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
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 or as
the Contract Officer shall require
6 3 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 the City without prior written
authorization from the Contract Officer Consultant's obligations under this Article 6 3 shall
terminate three(3) years from project completion
(b) Consultant 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 the City notice of such court orderor
subpoena
(c) If Consultant provides any information or work product in violation of this
Agreement, then the 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
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(d) Consultant shall promptly notify the City should Consultant 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 thereunder The 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 the City and to provide the City with the
opportunity to review any response to discovery requests provided by Consultant
6 4 Ownership of Documents All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall remain the property of Consultant Upon payment, Consultant shall grant City a
royalty free license to use the documents and materials for any purpose connected with or intended
by the scope of the project
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 In the event of litigation in a U S District Court, venue shall lie exclusively
in the Central District of California, in the County of Los Angeles, State of California
7 2 Disputes,Default In the event that Consultant is in default under the terms
of this Agreement, the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default Instead, the City may give notice to
Consultant of the default and the reasons for the default The notice shall include the timeframe
in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant During the period of time that Consultant is in default,
the City shall hold all invoices specifically related to such default, and when the defaultis cured,
proceed with payment on the invoices If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article
7 3 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 thisAgreement
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 any legal action under
this Agreement
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
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7 4 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 fifteen(15)days' written notice to Consultant,except that where termination
is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer In addition, the Consultant reserves the right to terminate this
Contract at any time, with or without cause, upon sixty (60) days' written notice toCity, except
that where termination is due to the fault of the City,the period of notice may be such shorter time
as the Consultant may determine Upon receipt of any notice of termination, Consultant shall
immediately cease all services hereunder except such as may be specifically approved by the
Contract Officer Except where the Consultant has initiated termination, the Consultant shall be
entitled to compensation for all services rendered prior to the effective dateof 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 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, butnot exceeding the
compensation provided therefore in the Schedule of Compensation Exhibit "A" 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 toSection 7 2
7 5 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 thesame
to completion by contract or otherwise, and the Consultant shall be liable to the extentthat 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
8. MISCELLANEOUS
8 1 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 ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status,
national origin, ancestry, or other protected class
8 2 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 3 Notice Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer (with her/his name and
City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, California 90275, and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
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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
8 4 Integration, Amendment 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 This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing
8 5 Severability In the event that part of 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 portions 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
8 6 Waiver No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver A party's consent to or approval of any act by the other party requiring the party's consent
or approval shall not be deemed to waive or render unnecessary the other party's consentto or
approval of any subsequent act Any waiver by either party of any default must be inwriting
and shall not be a waiver of any other default concerning the same or any other provisionof this
Agreement
8 7 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 reliefwhich any be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not
the matter proceeds to judgment
8 8 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
8 9 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
8 10 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
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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 toany 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 0 f
8 I 1 Corporate Authority The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties
8 12 To the fullest extent permitted by law, City and Consultant each waive
any right to consequential, liquidated or incidental damages and agree that the total liability, in the
aggregate, of Consultant and Consultant's officers, directors, employees, agents, and independent
professional associates or engineers,and any of them,to the City and any one claiming by,through
or under the City, for any and all injuries, claims losses, expenses, or damages whatsoever arising
out of or in any way related to Consultant's services,the Project or this Agreement,from any cause
or causes whatsoever, including but not limited to,the negligence,errors,omissions,strict liability,
breach of contract, misrepresentation,or breach of warranty of Consultant or Consultant's officers,
director, employees, agents or independent professional associates or engineers, or any of them,
shall not exceed the total compensation received by Consultant for the specific work performed
resulting in City's damages
[Signatures On The Following Page]
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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
municipa : 1•:: .= •
Ara M Mihranig
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APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
/A)d1.0Cyl 414. 1
William W Wynder, City Attorney
CONSULTANT.
By
`'1
Name Orion Fulton
Title Associate Principal
By
Name
Title
Address 560 Mission Street, Floor 7
San Francisco,CA 94105
01203 0001/267879 3
EXHIBIT "A"
PROPOSAL
01203 0001/267879 3
ARUP
560 Mission Street,Floor 7
San Francisco,CA 94105
Matt Waters United States of America
Senior Administrative Analyst t+1 415 946 0599
City of Rancho Palos Verdes d+1 510 289 0929
30940 Hawthorne Boulevard
Rancho Palos Verdes,CA 90275 Orion.Fulton@arup.com
www.arup.com
November 23, 2021
Dear Mr. Waters,
Scope and Fee for Rancho Palos Verdes Civic Center Review and Workshop
Arup US, Inc. (Arup) is pleased to provide this scope and fee proposal to the City of
Rancho Palos Verdes(City or RPV) to support the City in its efforts to identify a
procurement strategy for its new Civic Center(Project).
We are experienced technical, commercial, and financial advisors with deep project
delivery experience in California. We offer clients a full suite of services to conceive,plan,
structure, procure and execute real estate and infrastructure projects using design-bid-build
and alternative delivery models like design-build and P3.
As you may be aware already, we have been the trusted advisor to the City of Long Beach
for the Civic Center P3 since 2013. I am the project director for the Long Beach Civic
Center P3. I would personally lead this engagement with RPV and have included my
resume for your reference.
1 Project Background
The City is looking at procurement options for a new Civic Center. This proposal builds
off the discussion from the meeting between the City and Arup on October 22, 2020 and is
in response to an email from the City on May 26, 2021. We understand the City is also in
the process of finalizing an RFP for Project Management Services to work with the City
from now through construction.
2 Scope of Work
This contract is to provide advisory services to the City, initially to lead two workshops
and to prepare materials needed to encourage meaningful discussions.
20211122 RPV CMC CENTER-ARUP REVISED PROPOSAL_CLEAN DOCX Arup US Inc
November 23,2021 Page 2 of 4
1. Prepare a presentation focused on the review and comparison of P3 and Design Build
options, traditional, and other procurement options for the Civic Center. The
presentation will include key considerations for determining which delivery options
make sense for your Project. We will illustrate concepts with benchmark transactions
primarily in California but also other parts of the United States. To prepare, we would
expect to carry out the following inquiries with City staff(to the extent they are
already developed):
a. Understanding the Project core drivers and public messaging to date;
b. Understanding the suggested project program;
c. Review of anticipated project costs and schedule;
d. Understanding the proposed funding plan and what the City can afford;
e. Understanding City's financing options (the City does not issue debt);
f. Staff experience managing capital projects; and
g. Project ownership models, lease leaseback structures, and facility O&M.
2. Facilitate a Public Workshop on Municipal Financing of Capital Projects for City
Committees, including the Civic Center Advisory Committee and City Council (2
hours). This will be done in person. We will charge out-of-pocket expenses at cost.
3. Lead a two hour intensive workshop for staff about the Civic Center project,to be
scheduled by the City for a date to be determined. This will be done over MS Teams
(or equivalent).
4. Provide additional services as requested by the City
2.1 Project Team
Arup proposes the following staff to deliver the project. I would be your main point of
contact and would lead the engagement with the City.
• Orion Fulton, Project Director
• Katherine Buck, Project Manager
Arup will provide other consultant support on an as-needed basis to be determined by the
Project Director and Project Manager. The staff resource will be drawn from the pool of
Arup consultants made available by the Arup Team in accordance with the client's need.
3 Fee
For scope items 1-3 above, we will charge a lump sum fee of$10,000,to be invoiced as
follows:
• 50% is due up front
• 25% due at the time of the public workshop
• 25% due at the time of the staff workshop
Our estimated budget for out-of-pocket expenses for the Public Workshop is $724:
• Airfare: $300 (roundtrip OAK to LGB)
20211122 RPV CMC CENTER.ARUPREVISED PROPOSAL_CLEvv DOCX Arup US Inc
November 23,2021 Page 3 of 4
• Taxi/Ride Share: $100 (roundtrip Lyft or Uber from LGB to City Hall)
• Meals& Incidentals: $74 (GSA per diem, Los Angeles, FY22)
• Hotel: $250 (in downtown Long Beach,hotel may or may not be need)
• Printing: $0 (we assume the City will handle any printing needs)
Any additional services would be scoped and priced using our hourly rates below in Table
1.
Table 1. Arup Staff Hourly Rates
H rup Positio Hourly Rate(2021$)*
Principal $490.00
Associate Principal $395.00
Senior Manager $300.00
Manager $250.00
Senior Consultant $240.00
Consultant $195.00
Senior Analyst $175.00
Analyst $160.00
Project Administration $115.00
*Rates will increase 4%per annum starting April 1,2022 unless otherwise agreed with the City
4 Terms and Conditions
Please see attached our Standard Terms and Conditions.
5 Acceptance of Proposal
If you accept this proposal and the terms and conditions provided. please sign below and
return a signed copy to me.
D40 2A22-
City Au orize sentative Date
Name: 42A. Mw442,k14
Title: r`‘
We would be honored to serve the City of Rancho Palos Verdes on this important project.
Please do not hesitate to contact me to discuss this proposal.
20211122 RPV CIVIC CENTER-ARUP REVISED PROPOSAL_CLEAN DOC% Arup US Inc
November 23 2021
Page 4 of 4
Yours sincerely
Orion Fulton
Associate Principal
.1172 RPV CMC CENTER ARUP REVISED PROPOSAL CLEAN DOCX Arup US Inc
LIMITED POWER OF ATTORNEY
Dated 1 Apnl 2021
OPERATIVE PROVISIONS
1 DEFINITIONS
Unless the contrary intention appears, the following definitions apply
Arup Arup US,Inc a company incorporated in New York with registered number 17603 whose primary
office address is 77 Water Street, New York,NY 10005, USA
Agent Orion Fulton, of Arup - San Francisco Office, 560 Mission Street, Suite 700, San Francisco, CA
94105, United States of America, an Adult over 18 years of age and a resident of the State of California
2 APPOINTMENT AND POWERS
By this Instrument, Arup appoints the Agent, who is an employee of Arup or its affiliated entities, as its attorney-
in-fact and in Amp's name or otherwise and on its behalf to bind Arup and sign, execute, deliver and/or issue any
proposal, tender and related documents, including agreements, up to a total fee of USD $10,000,000 which the
Agent in Agent s absolute discretion considers desirable in connection with Amp's ordinary course of business(the
"Purpose") This Limited Power of Attorney hereby revokes any previous Power of Attorney conferred upon the
Agent by the Principal or any of its affiliated entities
3 RATIFICATION
Arup undertakes to ratify and confirm whatever the Agent does or purports to do in good faith in the exercise of
any power conferred by this Limited Power of Attorney in connection with the Purpose
4 TERM AND REVOCATION
4 1 This Limited Power of Attorney shall remain effective until 1 April 2025 unless revoked earlier in
writing by Arup
4 2 This Limited Power of Attorney shall be automatically terminated by operation of law when the Agent is
no longer the employee of Amp or its affiliated entities
4 3 This Limited Power of Attorney may be terminated at any time immediately upon written confirmation
I
by Arup, and Arup may decide to appoint other Agents for the Purpose
5 VALIDITY
If any part of any provision of this document is ruled invalid or unenforceable under applicable law, such part will
be ineffective to the extent of such invalidity only, without in any way affecting the remaining party of such
provisions or the remaining provisions of this document
This document has been executed and is delivered and takes effect on the date stated herein
Signed by Arup US,Inc
Aff.. ro -.-.-"``.7k—
ALAN JENNAT
OFFICER
NOTARY ACKNOWLEDGMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
On this 25th day of MARCH , 2021, before me, the undersigned, a Notary Public in and for said
state, personally appeared ALAN JENNAT personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name is subscribed to the within instrument and
acknowledged to me that he/she executed same in his/her capacity, and that be his/her signature on the
instrument, the individual(s), or the person(s) upon behalf of which the individual acted, executed the
instrument
yAik77-
Notary
Public
LUCI ANNE THANTU
Notary Putliic, Sate of New York
No 01TH6122144
Cut+Iih. ' in New York County
Cofnmiasicn Exi,ires February 01.20 25
My commission expires FEBRUARY 7,2025