LG2WB Engineers Inc DBA Linscott, Law & Greenspan, Engineers - FY2022-041 PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
LG2WB ENGINEERS,INC.,DBA LINSCOTT,LAW & GREENSPAN, ENGINEERS
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
LG2WB ENGINEERS,INC., DBA LINSCOTT,LAW & GREENSPAN,ENGINEERS
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on December 21' 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and LG2WB ENGINEERS, INC., DBA
LINSCOTT, LAW & GREENSPAN, ENGINEERS, 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 1 of this Agreement
B Consultant,following submission of a proposal for the performance of the services
defined and descnbed particularly in Article 1 of this Agreement, was selected by the City to
perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authonty to
enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW,THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement,the Consultant shall provide
those services specified in the "Scope of Services", 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 matenal inducement to the City entenng 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,expenence
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 matenals will be both of good quality as well as fit for the purpose
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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 seq , and all other applicable laws, including the following
requirements
(a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
(b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site
where work is performed under this Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of
prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
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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 ofits 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 CodeSection
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 1, 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 11 (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"
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Consultant's Authorized initials DAR
(i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2,Part 7,Chapter 1 (commencing with Section 1720)of
the California Labor Code, and shall make such compliance a requirement in any contractwith
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,plusapplicable
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 informthe City of
such fact and shall not proceed except at Consultant's nsk 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 beresponsible 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
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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 wntten 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 15% 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 providedpursuant 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 Citymay 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 matenal 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
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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 $1,050,000 (One Million Fifty Thousand Dollars) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $350,000 (Three Hundred Fifty Thousand Dollars)
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 matenals 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 onginal 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, matenals, equipment, supplies, and sub- contractor
contracts Sub-contractor charges shall also be detailed by such categones 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
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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 onginal invoice shall be returned by Cityto
Consultant for correction and resubmission Review and payment by City for any invoice provided
by the Consultant shall not constitute a waiver of any nghts or remedies providedherein 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 penod(s)established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference When requested by the Consultant, extensions to the time 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 restncted 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 wnting of
the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the penod of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified The Contract Officer's determination shall
be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement, however
caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section
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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 3 years
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D")
The City may, in its discretion, extend the Term by 2 additional 1-year terms
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
Clare M Look-Jaeger Principal
(Name) (Title)
David A Roseman Principal
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only 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
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agents, shall obtain any rights to retirement, health care or any other benefits which mayotherwise
accrue to City's employees Consultant expressly waives any claim Consultant may have to any
such rights
4.3 Contract Officer.
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works Director 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 ContractOfficer
The Contract Officer shall have authority, if specified in writing by the City Manager, tosign 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 operationof law,
whether for the benefit of creditors or otherwise, without the prior wntten 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
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement,policies of insurance of the type and amounts described
below and in a form satisfactory to City
(a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury,personal injury, and property damage The policy must include contractual liability that has
not been amended Any endorsement restricting standard ISO"insured contract" language will not
be accepted
(b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Consultant arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non- owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident
(c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement
(d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000)
(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
(f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B"
5.2 General Insurance Requirements.
(a) Proof of insurance Consultant shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
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approved by City's Risk Manager prior to commencement of performance Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
(b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages 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/noncontnbuting 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 authonzed 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
(0 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 ofits
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
01203 0006!757234 1 1 1
requirements, or a waiver of any coverage normally provided by any insurance Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type If the Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant Any available insurance proceeds in excess of the specified minimum limitsof
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
(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 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
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(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies
(q) Additional insurance Consultant shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the work
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City,its officers,employees and agents ("Indemnified Parties") against,and will hold
and save them and each of them harmless from, any and all actions, either Judicial,administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or
liabilities") that may be asserted or claimed by any person, firm or entity ansing out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
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
ansing 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
01203 00061757234 1 13
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City's negligence, except that
design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement
ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed The Contract Officer shall have full and free access to such books and records at alltimes
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 ismade and
disclosure is required by law including but not limited to the California Public RecordsAct
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 matenally increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
01203 0006/757234 1 14
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 Anyuse,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
documents without specific written authorization by the Consultant will be at the City's sole risk
and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to
such use, reuse or assignment Consultant may retain copies of such documents for its own use
Consultant shall have the right to use the concepts embodied therein All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event
Consultant fails to secure such assignment, Consultant shall indemnify City for all damages
resulting therefrom Moreover, Consultant with respect to any documents and materials that may
qualify as "works made for hire" as defined in 17 U S C § 101, such documents and materials are
hereby deemed "works made for hire" for the City
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony atdepositions,
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 fullywith 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 meanthe right by
City to control, direct, or rewrite said response
01203 0006/757234 1 15
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default Instead, the City may give notice to Consultant of the default and the reasons
for the default The notice shall include the timeframe in which Consultant may cure the default
This timeframe is 15 (fifteen) days, but may be extended, though not reduced, ifcircumstances
warrant During the period of time that Consultant is in default, the City shall holdall 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 outstandinginvoices 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 Cityto 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
01203 0006/757234 1 16
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such nght or remedy or be construed as a waiver
Any waiver by either party of any default must be in wasting and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to nghts and remedies expressly declared to be exclusive in this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
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
authonzed by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer,except as provided in Section 7 3 In the event
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
01203 0006/757234 1 17
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
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 wntten consent of the Contract Officer Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
01203 00061757234 1 1 8
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 ongin, ancestry or other protected class in the performance of
this Agreement Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, mantal status, national origin, ancestry or other protected class
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthonzed 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 ofunauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication eitherparty
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 inthe case of the
Consultant, to the person(s) at the address designated on the execution page ofthis Agreement
Either party may change its address by notifying the other party of the change ofaddress 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
01203 0006!757234 1 19
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by the
City Council The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void
9.5 Severability.
In the event that any one or more of the phrases, sentences,clauses,paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of thisAgreement which
are hereby declared as severable and shall be interpreted to carry out the intentof 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 l
Consultant's Authorized Initials 'J��
012030006/757236 1 20
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, (u) they are duly authonzed 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 entenng into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
[SIGNATURES ON FOLLOWING PAGE]
01203 00061757236 I 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
OW
(-72_1d-d
David L Bradley, ayor
ATTEST:
eresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE &WYNDER, LLP
Ze)dilievtAn
4 —\
William W Wynder, City Attorney
CONSULTANT:
LG2WB Engineers,Inc., dba Linscott, Law &
Greenspan,Engineers
By M -,e, J 3L
Name David S Shender
Title Presid nt
By
Name Richard E Barrett()
Title Chief Financial Officer
Address 600 S Lake Avenue, Suite 500
Pasadena, CA 91106
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 0006/757236 1 22
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate venfies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
N01 (2Y POQt C $NEIYA
On Da 2$ ,2021 before me,W1i6C S AIAi' ,personally appeared DAVI DI SCPKA,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 o - :`... COMM #2245504 z
- vo Notary Public California Z
Za _ Los Angeles County o
Signature /vOT4P-Y hl)l3UL 1 •�•L� Ml Comm Expires June 92022
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/757234 1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF b S ANGELES 0 f 0.n5
eG`s�P°r '
1e
On 1 ,2021 before me,N -� .113\ ,personally appearedkC�Crd -AIL
proved to me on
the basis of satisfactory evidence to be the person(,whose names} is/aA subscnbed to the within instrument and
acknowledged to me that he/lie/t104,executed the same in his/hktlyitr authorized capacity(ilZS),and that by
histlakthitE signature( on the instrument the person*or the entity upon behalf of which the person(8)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
• r , NATALI EIO ESPARIA
WITNESS my hand and official seal Notary POrange nge County Cantor-11a
�"�:=
Commission#2375404
` O-`My Comm Expires Sep 18 2025
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/757234 1
EXHIBIT"A"
SCOPE OF SERVICES
Consultant will provide on-call professional services relating to traffic engineering
(the Services),as more fully detailed herein. Consultant has been selected to provide
this Scope of Services that will be readily available for a fixed rate when needed.
However, before any work is performed, Consultant must provide a specific written
proposal for any requested services and obtain advance written approval to proceed
from City's Contract Office, as such process is more fully described below. Unless
specifically defined,each category or type of work listed shall be construed to include
all services customarily performed by a first-class consultant as defined under such
category or type.
II. Work Request Procedure
A. Each task to be performed shall be set forth in a verbal or written request
("Request") produced by City's Contract Officer with a description of the work
to be performed, and the time desired for completion All tasks shall be carried out
in conformity with all provisions of this Agreement
B. Following receipt of the Request, Consultant shall prepare a "Task Proposal"that
includes the following components
1. A written description of the requested task ("Task Description") including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request,
2. The costs to perform the task ("Task Budget"),
3. A break-down of the costs or an explanation of how the cost was determined,
and
4. A schedule for completion of the task ("Task Completion Schedule"),
including a final completion date ("Task Completion Date")
C. City's Contract Officer shall approve, modify, or reject the Task Proposal in
writing, and issue a Notice to Proceed when a written agreement has been reached
on the Task Proposal
D. The task shall be performed at a cost not exceeding the Task Budget
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule
01203 0001/699504 1 EQG A-1
III. Consultant acknowledges that City has no obligation to request that any services be
performed by Consultant under this Agreement. City's Contract Officer may
establish a rotation schedule with multiple consultants,and may seek competing Task
Proposals,may select a consultant that in its judgement is best suited for a particular
task, or may select a consultant in a manner that is in the best interest of City.
IV. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide to City's Contract Officer a weekly written summary of
progress on all approved Task Proposals for services lasting longer than one week
V. All work product is subject to review and acceptance by the City,and must be revised
by the Consultant without additional charge to the City until found satisfactory and
accepted by City.
VI. Consultant shall utilize the personnel stated in their proposal to accomplish the
Services,unless otherwise approved by the Contract Officer.
SCOPE OF WORK
The following services tasks performed by the selected on-call firms requested by the
City include, but not limited to the following
Traffic Engineering
Transportation and Traffic Engineering
• Traffic Signals
o Operations support
o Maintenance support
o Warrant analysis (including left-turn phase and HAWK)
o Plans, specifications, and estimates for new signals, signal rebuilds or
replacements, signal modifications, and temporary signals
o Review traffic signal timing plans and collision data for intersections, and provide
recommended adjustments
• Traffic Control Devices
01203 0001/699504 1 EQG A-2
o Analysis
o Plans, specifications, and estimates
• Pavement Marking
o Analysis
o Plans, specifications, and estimates
• Streetlights
o Operations support
o Maintenance support
o Plans, specifications, and estimates
o Coordination with electncal service providers
• Traffic Analysis including micro-simulation
o Gap studies
o School Zone traffic analysis and coordination
o Support goals related to local traffic operations and respond to various community
issues
i Analyze issues, identify alternative solutions, provide recommendations
determine consequences of proposed actions,
• Traffic Calming
o Analysis
o Concept plans, including physical design modifications, signage plans and
pavement marking plans
• Work Zone Transportation Management Plans (TMPs)
o Plans, specifications, and estimates
o Plan review
• Intelligent Transportation Systems
o Planning
01203 0001/699504 1 EQG A-3
o Plans, specifications, and estimates
• Parking Studies
• Engineenng and Traffic Surveys
• Developer and Capital Improvement Project Review
o Peer review pnvate and public development plans and respond to inquiries and
questions related to traffic engineenng development matters
o Peer review traffic analyses
o Peer review geometnc design
• Assist in the Development of Transportation Engineenng Policies
• Other Transportation Related Support Services
o Provide information to the public, respond to and resolves citizen inquires and
complaints related to the traffic engineering functions within the City
o Assist construction inspectors in the interpretation of plans, specifications and
other contract documents for assigned projects
o Support public involvement and community outreach for selected transportation
projects
i Attendance and participation in public meetings
ii Creation of various education and outreach materials such as project
flyers, PowerPoint presentations, etc
o Prepare grant applications for funding from federal, state, and regional agencies
for the traffic safety studies and improvements
Support Services
• Survey and Right-Of-Way (ROW)
• General Civil Engineering Design
• Construction Administration, Management, and Inspection
Staff Augmentation
Consultant may be required to provide one of its qualified employees, based on
Consultant's determination of qualifications, to act as City's Project Manager and/or Project
Engineer for a specific duration requested by City's Contract Officer The employee so
01203 0001/699504 1 EQG A-4
designated by Consultant may be tasked by Consultant, at City's request, to work on a specific
project or on multiple projects The employee may be directed by Consultant, at City's request, to
perform design/analysis work or manage the work of other independent consultants or independent
contractors, who will be under separate contract(s) with City, and coordinate work with
stakeholders Compensation for such services will be based on actual hours or services performed,
excluding travel time to City offices, and overtime shall not be requested by City or permitted by
Consultant
012030001/699504 1 EQG A-5
LINSCOTT
L A ti'. &
REQUEST FOR PROPOSALS G R E E N S PA N
Section (B):Approach to Scope of Services
engineers
The LLG Approach to On-Call Municipal Transportation and Traffic Engineering
Services
LLG is a multi-disciplinary transportation planning and engineenng firm that has
completed over 12,000 planning and design projects since our founding in 1966 We
have over sixty planners and engineers working out of four offices across Southern
California It is our client centnc approach to every project we undertake, no matter
how small or large, that ensures quality work products submitted on time and within
budget Our approach to project delivery focuses on clear and concise communication,
accuracy of work products, insightful observations, innovative solutions, and value-
added interactions and options
Proposed Methods to Accomplish Work
As noted above, LLG's general approach to the conduct of municipal engineering
services focuses on communication, insightful observations, accurate work products,
timely delivery of work products, and early anticipation of issues The service delivery
team under the leadership of Mr Roseman understands that each City Task Order,
involving investigation, study,or review of a project will demand sensitivity topolitical
issues or concerns that may involve several parties, agencies, or junsdictions
Therefore,having the nght people and resources devoted to providing timely,accurate,
and politically sensitive deliverables is of paramount importance Having completed
several thousand traffic and transportation investigations and studies throughout the
greater Los Angeles and Orange County regions, we are prepared to address the critical
transportation issues facing the City today At LLG we have implemented the following
key project management approaches to ensure successful and meaningful outcomes for
the City in everything we do
• EFFECTIVE CONTRACT MANAGEMENT
• REGULAR AND EFFECTIVE CLIENT COMMUNICATION
• AVAILABILITY AND RESPONSIVENESS
• SCHEDULE AND BUDGET ADHERENCE
• ADHERENCE TO CITY OF RANCHO PALOS VERDES PROCEDURES
• INNOVATIVE AND HIGH IMPACT SOLUTIONS
• ANTICIPATION OF ISSUES
• COMMUNITY ENGAGEMENT/PUBLIC OUTREACH
• GRAPHICS
• WELL-DOCUMENTED REPORTS/PLANS
• QUALITY ASSURANCE/QUALITY CONTROL(QA/QC)
Request for Proposals-On-Call Transportation and Traffic Engineering Services
City of Rancho Palos Verdes
June 2021
LIPJSCOTT
LAW &
REQUEST FOR PROPOSALS GREENSPAN
Section (B):Approach to Scope of Services
e iig in a ei S
Scope of Services
Mr Roseman, Ms Look-Jaeger and Mr Jon Austin have thoroughly reviewed the
scope of services provided in the City's Request for Proposals, "Scope of Work" We
hereby collectively acknowledge each and every work element listed and attest that the
proposed service delivery team has the necessary skills and experience to conduct the
work outlined Additionally, Mr Roseman, having performed the role of City Traffic
Engineer for the City of Long Beach for 13 years and currently performingthat role for
both the City of Cypress and the City of Brea on a part-time basis, has all the
qualifications,capabilities, and licenses necessary to successfully perform the Scope of
Work Mr Roseman and the entire LLG service delivery team is looking forward to
meeting the challenges that arise in the City of Rancho Palos Verdes in a seamless,
efficient, and transparent manner
The following is a brief overview discussion of key aspects of the scope of service
elements The detailed discussion pertaining to each area of consultation is contained
within Section (D), as part of the qualifications and technical competency summary
That summary focuses on the LLG's service delivery team's experience and approach
in providing services in each of the identified areas
• Traffic Signal System Monitoring and Support Services
• Traffic and Transportation Design
• Specialized Traffic Engineering Investigative and Study Services
• Land Development Project Reviews
• Complete Streets Design Services
• Expert Witness Services
• Civil Engineering Support Services
• Other Traffic Engineering Consultation Services
Request for Proposals-On-Call Transportation and Traffic Engineering Services
City of Rancho Palos Verdes
June 2021
-4-
LINSCOTT
LA;v &
REQUEST FOR PROPOSALS G RE Eli SPA H
Section (C):Proposed Staff and Organization
e it 9 i n e e 7 S
Proposed Service Delivery Team Management
For this On-Call municipal services contract, LLG's Pnncipal, Mr David Roseman, P E , is
proposed to serve as the City's main contact Mr Roseman will be responsible for either
preparing or directing all consultation related to this contract Mr Roseman will utilize LLG's
Senior planning and design staff, as well as appropriate support staff, for the successful
completion of engagements under this contract Mr Roseman will be available to lead and/or
support any required meetings and presentations with the City's team, including the City
Manager, City Council, etc , as well as with the general public It is envisioned that he will
communicate with City staff almost daily on traffic engineering matters needing his attention
Mr Roseman will also have Metropointe Engineers, Inc , at his disposal to provide Civil
Engineenng design support for specific projects,tasks, or advice
Mr Roseman will also coordinate all planning, investigative, study, and design work needed
by the City Mr All work products will bear his signature and stamp as deemed necessary by
the City Ms Clare Look-Jaeger, P E , Managing Principal of the Pasadena office, will be
responsible for the oversight of all contracting and invoicing under this contract and quality
assurance/quality control for all City deliverables Ms Look-Jaeger will also be available to
support Mr Roseman as needed and/or requested on various transportation planning efforts,
including specialized surveys and investigations, and should Mr Roseman be unavailable for
any reason For active transportation consultation efforts, Mr Roseman will also be supported
by Ms Michelle Mowery who has been a leader in bicycle and mobility efforts for more than
twenty years in Los Angeles and Long Beach
Resumes of Proposed Key Personnel and Staffing Statement
LLG has assembled a highly qualified and diverse team to provide professional municipal
traffic engineering services to the City and the organization chart is contained within the
Appendix Key personnel will be available to the extent proposed for the duration of this
contract No person designated as "key" to this contract shall be removed or replaced without
the prior written concurrence of the Cid The qualifications and availability of key personnel
are summarized in the table contained within the Appendix along with resumes of other key
members, Mr Jon Austin, P E , Ms Mowery, Mr Alfred C Ying, P E , Ms Gutierrez, P E ,
Ms Francesca Bravo, and Mr Felipe Ortega
Roles and Responsibilities of Key Personnel
LLG has prepared a table summarizing the qualifications and availability of the key personnel
assembled for this contract along with their tenure with LLG, their licensure with the State of
California, their current title, and proposed assignment role As noted above, this table is
contained in the Appendix of the response package As previously described,Mr Roseman will
serve as the Project Manager and will be the primary point of contact with the City's team He
will attend all meetings as required and requested and make any necessary transportation-
related presentations He will inform and advise the City's team and decision makers While
Mr Roseman will be responsible for the day-to-day oversight of all City work efforts and
engagements, he will also rely on the experience and expertise of the identified key personnel,
as well as other LLG team members for various work tasks under this contract A listing of
potential work tasks is included below along with the suggested key personnel
Request for Proposals-On-Call Transportation and Traffic Engineenng Services
City of Rancho Palos Verdes
June 2021
-5-
LItiSCOTT
LAW &
REQUEST FOR PROPOSALS G RE E N S PA N
Section (C):Proposed Staff and Organization
enyineers
Potential Work Task Key Personnel
Traffic Signal Design Connna Guiterrez,P E
Traffic Control/Detour Design Connna Guiterrez,P E
Civil Engineering/Signing&Striping/Geometric Jon Austin,P E
Plan Design _ Corinna Guiterrez,P E
Review of All Traffic Engineering Plans David Roseman,P E
Transportation Impact Studies Alfred C Ying,P E
Traffic Signal Timing/Systems Kim Preap,P E
Felipe Ortega
Transportation Modeling Zawwar Saiyed,P E
Specialized Trip Generation Studies _ Alfred C Ying,P E
Stop Warrant Analyses _ Grace Turney,E I T
Traffic Signal Warrant Analysis _ Grace Turney,E I T
Review of Land Development Projects _ David Roseman,P E
Safety Studies/Accident Analysis David Roseman,P E
Alternative/Active Transportation Projects David Roseman,P E
Michelle Mowery
Presentations/Agency Meetings _ David Roseman,P E/Clare Look-Jaeger,P E
Miscellaneous As-Needed TE Tasks David Roseman,P E
Subconsultants
As noted above, Metropointe Engineers, Inc is a full-service Civil engineering firm
specializing in the support services of survey and right-of-way, general civil engineering
design, and construction management and inspection As needed, LLG will also utilize
subconsultants for traffic count data collection services Such services may include conducting
manual turning movement counts, automatic 24-hour machine traffic counts, vehicle/truck
classification counts, pedestrian counts, parking inventories, parking accumulation and/or
utilization surveys, traffic speed surveys, etc It is anticipated that traffic count subconsultants
will be utilized for both the preparation of transportation planning studies as well as other
specialized studies, if needed or requested LLG has successfully worked with the listed
subconsultants for several decades Listed below are the subconsultant firms for traffic data
services
• Counts Unlimited,Inc , Corona,CA
• City Traffic Counters, Pasadena,CA
• The Traffic Solution, Arcadia,CA
• National Data& Surveying Services, Los Angeles,CA
Organization Chart
LLG has assembled a highly qualified and diverse team and the team organizational chart is
provided in the Appendix
Request for Proposals-On-Call Transportation and Traffic Engineering Services
City of Rancho Palos Verdes
June 2021
-6-
LINSCOTT
LAW &
REQUEST FOR PROPOSALS G R E E N S PA N
Section (E): Quality Control Plan
eiig Ill eei S
LG2WB Engineers, Inc , dba Linscott, Law & Greenspan, Engineers (LLG)
understands the City of Rancho Palos Verdes' intent to select a firm to provide a variety
of On-call transportation and municipal traffic engineering services We at LLG have
prepared several thousand reports and plans for both technical and public audiences
We pride ourselves on producing technically comprehensive documents that are clearly
written in plain English so that they can be understood by both technical and public
audiences Any formal study, report,or plan completed for the City be submitted under
Mr Roseman's signature and professional engineers stamp and will be reviewed for
quality assurance and quality control by Ms Clare M Look-Jaeger, P E
LLG adheres to a high standard of quality assurance and quality control procedures to
ensure that our clients receive quality work products that are nght the first time As
such, Ms Look-Jaeger will serve as the service delivery team's QA/QC manager
providing all necessary reviews of formal studies, reports, and plans prior to submittal
to the City LLG has also implemented internal team milestone progress meetings and
frequent coordination sessions, both in-person and virtually LLG has established
quality control checklists to ensure all aspects of our consultation, reports, studies,
analyses and plans are accurate and comprehensive
The firm provides the City with quality data collection and field review services The
City can rely on our consultation, as demonstrated by our successful track record when
it comes to challenges/appeals on projects and/or the related environmental review
documentation (i e , with or without formal litigation) The City should note that our
transportation planning analyses/reports (i e , transportation studies, traffic
assessments, specific plans, etc )have also been determined by the Courts to have been
prepared with sound professional judgment, according to the industry standards, were
thoroughly and fully responsive to public comments, as well as to have fully disclosed
potential impacts We are very proud of this fact
LLG has prepared hundreds of signing and striping, traffic signal, traffic control and
street lighting plans throughout Southern California, including the greater Orange and
Los Angeles County regions We pride ourselves on fully understanding each project,
by conducting all field verifications on a timely basis (including conduit inventory,
digital photo documentation and verification of existing equipment, etc ), prepanng
accurate base plans based on available topographic survey data, incorporating the
City's latest standards and guidelines, and preparing designs that obtain City
approval/signatures Our team is able to prepare drafting services for the preparation of
geometric and traffic signal plans as well as street lighting and traffic control plans,if
requested by the City LLG uses the most current and leading-edge software for plan
preparation including AutoCAD, AutoTURN, Microstation, and Synchro
Request for Proposals-On-Call Transportation and Traffic Engineenng Services
City of Rancho Palos Verdes
June 2021
-17-
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strketkreugh
[INTENTIONALLY LEFT BLANK]
01203 0001/699504 1 EQG B-l
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The
rates provided in Exhibit C-1 may be subject to annual CPI increases during the term
of this Agreement. Estimated quantities listed in Exhibit C-1, if any, are for the
purpose of estimation only. Actual quantities and compensation will depend on the
needs of the City.
II. Within the budgeted amounts for each task in the Task Budget,and with theapproval
of the Contract Officer,funds may be shifted from one Task subbudget to another so
long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate
B. Line items for all matenals and equipment properly charged to the Services
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D. Line items for all approved subconsultant labor, supplies, equipment, materials, and
travel properly charged to the Services
IV. The total compensation for the Services under this Agreement shall not exceed the
amount provided in Section 2.1 of this Agreement. The total Task Budget for any
individual Task shall not exceed$350,000.
01203 0001/699504 1 EQG C-1
EXHIBIT"C-1"
LI NSC OTT
LAw L
FEE SCHEDULE GREENSPAN
Effective l s niuy 1 2020 to December 31 2022 engineers
TITLE PER HOER
Principals
Grade VIII-Principal Engineer $ 268 00 lEnyrt,ecrs&Plasmeis
Grade VII—Senior Project Manager $ 240 00 tratut
Grade VI—Project Manager $ 22400 Lansportaann
Parking
Transportation Engineers
Grade V-Senior Transportation Engineer $ 198 00 tmmcott tan s
Grade IV—Projed/Associate Engineer $ 175 00 Greenspan Engineers
Grade III—Jtmior/Assistant Engineer $ 148 00 600 S talo Aeons
Grade II—Junior/Assistant Engineer S 127 00 sr.:o 500
Pasadena CA91106
Transportation Planners 62.7162322
6
Grade V-Senior Transportation Planner $ 175 00 626.1920911 I
Grade IV—Project/Associate Planner $ 148 00 vmwAgengmeers can
Grade III—Junior/Assistant Planner $ 12700
Grade II—Junior/Assistant Planner $ 11300 r'e:adena
Irina
Signal System Specialist sari 0 000
Grade V-Senior Signal System Specialist $ 185 00 Woodland Nino
Grade IV-Signal System Specialist f $ 15800
Grade III-Signal System Specialist II $ 135 00
Grade II-Signal System Specialist I S 12000
Technical Support
Grade II-Engineering Associate II $ 126 00
Grade II-Engineering Associate I $ 12 00
Grade II-Engineering Computer Analyst II $ 120 00
Grade I-Engineering Computer Analyst I $ 95 00
Grade III-Senior CADD Drafter S 1200
Grade III-CADD Drafter III $ 11300
Grade II-CADD Drafter II $ 100 00
Grade I-CADD Drafter I S 8600
Grade II-Senior Engin ng Tedmic,an S 122 00
Grade II-Engineenae Technician II $ 113 00
IPhGrade I-EnT nem Technician I $ 86 00 so i�Lin anti P[tnntnv
?AO=A ler,PE ndi a!ut
Grade I-Mord ProcessarSecretary $ 80 00 Jack\1 Geensa Pt tai
IPaJ VI Vllkmaim PE.art
Grade I-Engineering Aide I $ 61 00 attic P r,aenq PE m n
Elam s Shmaer PE
Consultanon in connection with litigation and Court appearances will be cured separately
Jahr A etarmai PE
Project-related mileage will be billed at the prevailing standard mileage rate as determined by the IRS Oro Id lock Jan t PE
Subcontractors and other project related expenses will be billed at cost plus 104, 1:.hna i Basuto P[
Mel D Mah,rry PE
Annual Fee Schedule mcrea.es allowable per the published Consumer Price Index(CPI)
Maur a t/arat PE
Kcyan C YnLtc PE
Omar Fba,man PE
Ar Wart(*.[.f.Innes nos
01203 0001/699504 1 EQG C-2
EXHIBIT"D"
SCHEDULE OF PERFORMANCE
I. Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect for three (3) years
II. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work completed
after the Task Completion Date.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 0001/699504 1 EQG D-1