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CC SR 20211207 J - PSA for Consultant for Facilities Asset Management Program CITY COUNCIL MEETING DATE: 12/07/2021 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to award a Professional Services Agreement to Bureau Veritas, Inc. for engineering services for the City’s Facilities Asset Management Program. RECOMMENDED COUNCIL ACTION: (1) Award a Professional Services Agreement to Bureau Veritas to assess City facilities and to prepare the City’s Facilities Asset Management Program in the amount of $93,313.75 with a contingency of 15% or $13,997.06; (2) Award a Professional Services Agreement to Bureau Veritas to provide periodic data updates related to the City’s Facilities Asset Management Program in the amount of $2,500 per year and, if needed, up to $17,500 per year of on-call services for three years, with the option of two one-year extensions; (3) Authorize the Mayor to execute the Professional Services Agreements in a form acceptable to the City Attorney; and (4) Approve an additional appropriation of $7,311 in the Capital Infrastructure Program (CIP) Fund for the Facilities Asset Management Program services. FISCAL IMPACT: The CIP for Fiscal Year 2020-21 includes $100,000 for the Facilities Asset Management Program. An additional appropriation of $7,311 is recommended to cover the project cost including a 15% contingency in the amount of $107,311. Amount Budgeted: $100,000 Additional Appropriation: $7,311 Account Number(s): 330-400-8509-8001 (CIP – Facilities Asset Management Program /Professional Services) ORIGINATED BY: James O'Neill, Project Manager REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Professional Services Agreement with Bureau Veritas for the City’s Facilities Asset Management Program (page A-1) B. Professional Services Agreement with Bureau Veritas for ongoing support and on-call re-inspection services (page B-1) 1 CITYOF RANCHO PALOS VERDES C. Proposal from Bureau Veritas for the Facilities Asset Management Program (page C-1) D. Proposal from Bureau Veritas for ongoing support and on-call re-inspection services (page D-1) E. Request for Proposals for Consultant Services for the City’s Facilities Asset Management Program (page E-1) F. FY 2021-22 Capital Improvement Program Project Sheet for Facilities Asset Management Program (page F-1) BACKGROUND AND DISCUSSION: This item was originally included in the City Council agenda for November 16, 2021 but was continued at the request of Staff after the proposed consultant discovered an error in their fee proposal. That error was discovered as the proposed consultant reviewed the final version of the professional services agreement and prior to signature. Staff has verified that the correction of the error is appropriate. The Fiscal Year (FY) 2021-22 Capital Improvement Program (CIP) includes funding to establish the City’s Facilities Asset Management Program (Attachment F). On July 16, 2021, the City advertised, utilizing the PlanetBids platform, a request for proposals (RFP) for services to create a City Facilities Asset Management Program. The scope of services is more thoroughly described in the attached RFP (Attachment E), and includes: ▪ Performing a comprehensive inspection of the existing conditions of the City’s main facilities (less the Ladera Linda Community Park, due to its pending renovation and replacement) ▪ Creating a formal report that shows: o Condition of each component of each facility o Recommended replacements and repairs o Schedule of routine preventative maintenance o Associated cost estimates o Recommendations for prioritization ▪ Presenting drafts to staff, the Infrastructure Management Advisory Committee (IMAC), and City Council ▪ Finalizing the report, after responding to comments, suggestions and other feedback from staff, IMAC, and the City Council Proposals were received from three firms by the August 17 deadline, and an evaluation panel of three members, comprised of the Director of Public Works, the Maintenance Superintendent, and the Project Manager, ranked the proposals as follows: 2 The evaluation panel concluded that the proposals of two firms scored in a tier above the third proposal and interviews with the top two firms were conducted on September 14. After interviews were conducted, the evaluation panel re-scored the proposals from the two interviewed firms, based on the new information from the interviews, and ranked them as follows: The Project Manager then began negotiations with the top ranked firm, Bureau Veritas, for a lump sum fee proposal and refined scope for the Fac ilities Asset Management Program (the proposal and fee proposal is Attachment C). Attached for City Council consideration is the professional services agreement with Bureau Veritas to create the Facilities Asset Management Program (Attachment A). The fee of $93,313.75 and contingency of 15% or $13,997.06 equates to a maximum contract amount of $107,310.81, which exceeds the adopted Capital Improvement Plan (CIP) budget amount of $100,000 that was based on Staff’s best estimate at the time of the CIP development. Therefore, an additional appropriation of $7,311 is now needed. During the scope refinement process, Staff identified the need for ongoing support services for periodic data updates and on-call services for subsequent re-inspections that might be needed in future years. In response, a separate proposal was provided by Bureau Veritas (Attachment D). Accordingly, Staff prepared a second and separate professional services agreement with Bureau Veritas for ongoing support and on-call services (Attachment B). Funding for services provided under the ongoing support and on-call services contract would be included in the operating budget in future years, with $2,500 annually for periodic data updates and up to $17,500 annually for on -call services. 3 Burea u Ver itas Kitch ell Mar k/O ku bo Average of Raw Average of Average of Raw Average of Average of Raw Average of Criteria Val ue Scores (0-10 ) pro-rated scores Scores I0-10) p ro-r ated sco r es Sco res (0-10) pro-rated sco res Ap pr oac h t o Se rv ices 25% 8.7 2.2 8.7 2.2 4.7 1.2 Pro posal Sc hed ule 20% 9.3 1.9 7.3 1 .5 7.0 1.4 St aff Qualifica t ions and Expe r ience 30% 8.3 2.5 8.7 2.6 5.7 1.7 Organiza t ion and St affing 15% 8.3 1.3 8.3 1 .3 6.0 0.9 Qua lit y Control 10% 9.3 0.9 7.7 0 .8 4.3 0.4 Totals 100% 8 .7 8 .3 5 .6 Ranking 1 2 3 Bureau Veritas Kitchel l Average of Raw Av erage of Av erag e of Raw Av erag e of Cri t e ria Va lue Scor es (0-10) pro-rated scores Scores (0~10) pro~ra t ed sco res App roach t o Services 25% 9.7 2.4 8.7 2 .2 Propos al Sch ed ule 20% 9.7 1.9 7.7 1.5 St aff Qual ifica t io ns and Expe ri ence 30"AI 8.7 2.6 8.7 2 .6 Organ iza t io n and St affi ng 15% 8.7 1 .3 7.7 1.2 Qual it y Co nt rol lO"AI 9.3 0.9 7.7 0 .8 Totals 100% 9.2 8 .2 Ra nking 1 2 The project schedule anticipates work starting in December, with final report completion by April 2022. ADDITIONAL INFORMATION: In 2013, the City Council commissioned the preparation of an Infrastructure Report Card (IRC) to gauge the condition of eight categories of public infrastructure, including public buildings. The IRC was received and filed by the City Council on May 14, 2014. The IRC assessment of public buildings focused on the structural/seismic condition, functionality, and sustainability; whereas the proposed Facilities Asset Management Program is a detailed condition assessment of each component of every public building along with a prioritized repair and preventative maintenance schedule designed to keep each building in a state of good repair at the lowest possible life-cycle cost. CONCLUSION: Staff recommends awarding a Professional Services Agreement (Attachments A and B) to Bureau Veritas, based on its proposal, interview, negotiations with Staff, and resulting fee proposal. ALTERNATIVES: In addition to Staff recommendation, the following alternative action s are available for the City Council’s consideration: 1. Do not award a Professional Services Agreement to Bureau Veritas and direct Staff to re-solicit the proposed services. 2. Do not award a Professional Services Agreement to Bureau Veritas and direct Staff to reduce the scope of the proposed services. 3. Award the Professional Services Agreement to Bureau Veritas for the CIP project, but do not award an agreement for the proposed on-call services. 4. Take other action, as deemed appropriate. 4 01203.0006/749758.1 EQG 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC for the FACILITIES ASSESSMENT PROGRAM A-1 01203.0006/749758.1 EQG AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on December 7, 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and BUREAU VERITAS TECHNICAL ASSESSMENTS, a limited liability company (“Consultant” or “BVTA”). 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 described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C.Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D.The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean A-2 01203.0006/749758.1 EQG 2 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 seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar A-3 01203.0006/749758.1 EQG 3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 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 one and 1½ (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.” A-4 01203.0006/749758.1 EQG 4 Consultant’s Authorized Initials ________ (i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. A-5 01203.0006/749758.1 EQG 5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. A-6 01203.0006/749758.1 EQG 6 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 $93,313.75 (Ninety Three Thousand Three Hundred Thirteen Dollars and Seventy Five Cents) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and A-7 01203.0006/749758.1 EQG 7 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 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 A-8 01203.0006/749758.1 EQG 8 from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). 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: Mark Surdam, Project Manager It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Ron Dragoo or such person as may be designated by the Director of Public Works. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise A-9 01203.0006/749758.1 EQG 9 specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own 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 A-10 01203.0006/749758.1 EQG 10 injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required A-11 01203.0006/749758.1 EQG 11 to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. A-12 01203.0006/749758.1 EQG 12 (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (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, A-13 01203.0006/749758.1 EQG 13 administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The 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 A-14 01203.0006/749758.1 EQG 14 disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of 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. A-15 01203.0006/749758.1 EQG 15 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be 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 A-16 01203.0006/749758.1 EQG 16 after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. A-17 01203.0006/749758.1 EQG 17 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 thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 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 A-18 01203.0006/749758.1 EQG 18 deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, A-19 01203.0006/749758.1 EQG 19 and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent A-20 01203.0006/749758.1 EQG 20 of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] A-21 01203.0006/749758.1 EQG 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Eric Alegria, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: BUREAU VERITAS TECHNICAL ASSESSMENTS, a limited liability company By: Name: Title: By: Name: Title: Address: 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. CON SULTANT’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. A-22 01203.0006/749758.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-23 □ □ □ □ □ □ □ □ □ 01203.0006/749758.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. A-24 □ □ □ □ □ □ □ □ □ 01203.0006/749758.1 EQG A-1 EXHIBIT “A” SCOPE OF SERVICES [BEGINS NEXT PAGE] A-25 • • • • • • • • • • • • A-26 151866.21P, p. 3 11 /8/2021 Description of Services Facility Condition Assessment Approach Project Understanding Bureau Veritas (BV) understands that the Fac ility Condition Assessment (FCA) for the City of Rancho Palos Verdes ("Client") will: Include a comprehensive assessment of all sites, build i ngs , building systems , and infrastructure . The FCA will follow the ASTM E2018-15 Standard Guide for Property Condition Assessments as applicable. Determine the present conditio n and estimated life expectancy of variou s buildin g system s and components. Identify and document present condition of all physical assets including grounds, facil ities, and infra structure. Recommend corrections for all deficiencies and provide co st estimates for corrections. Prioritize and categorize deficient conditions, associated corrective actions, and information concernin g building systems and deficiency categories. Establish anticipated renewal and replacement costs for the va rious systems and components. Result in strategic plan for capital repairs , lifecycle component replacement, and building modernization. Calculate the Current Replacement Value (CRV) and Facility Condition Index (FCI ) for ea ch facility. Establish a protocol for facility condition data to migrate/tran sfer to a CMMS /IWMS system. Option: Collect Equipment Inventory data for Client properties. Option: Prepare a Preventive Mainte nance Plan for assets to upload ed to CM MS system. Property Information -The City has requested the abovementioned services fo r: Faci l ity Name Notes Ac res SF Address Civic Cent er 4 buil d ings 30940 Hawt ho rn e Bou levard Eastvi ew Park restroom 9.90 500 170 0 West mo nt Drive Frank Hesse, J r. Co mm unity Pa rk co mm un ity ctr 29 .4 0 29 301 Haw t horn e Bo uleva rd bui ld ing - excl ud ing Po int Vin ce nte Int erp retive Cent er restroo ms 28.00 1000 0 31501 Palos Ve rdes Dr W Ro bert Ry an Co mmu ni t y Park bu il din g 11 .00 30359 Haw thorne Bo uleva rd Abalo ne Cove sm all bui ldi ng 76 .4 0 5970 Pa los Ve rdes Drive Sou t h Po rtu guese Bend Nu rse ry Schoo l sc hoo l Beach School Trail Re st roo m at Peli ca n Cove re st ro om 500 313 00 Palos Ve rde s Drive South We underst and that a key facto r to performin g Facility Condition As sessments is the eva lu ation of physica l need s a nd acc urat e forecast in g for ca pital repair and replacem ent b udget s. Pr e-emptiv e measures to m anage m a inte nance bu dget s and p rog rams are ess e nti al in ens uring th e el i m i n ati o n o f pot ential iss ues, wh ic h ca n range from deferr ed m aintena nce , or premature replaceme nt o f b uilding sy stems t hat can pro ve costly. BV's Project App ro ach has been develo ped to address yo u r specific re quire m e n ts . BV h as d emo nstrated experien ce in th e ass ess ment of va ri o us types of fa cilities r epresen t ati ve t o y our portfolio and und ers t ands th e speci al impl eme ntati on, sensitiviti es , m a nag eme nt, a nd co m munica ti on associ ated w ith ea ch. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • A-27 151866.21P, p. 4 11/8/2021 Data Gathering and Interview Our project plan details three distinct phases of the project. During each phase, we will require coordination and support from facility management. Data Gathering Phase -During this phase, we will need the support of staff who can provide us access to drawings and records. The following is a typical list of exhibits requested. Inspection Reports (sewer, boiler, chiller, etc) Building Systems Maintenance Records Owner Elected Repair list (if available) Original Building Plans (can be viewed on-site) Capital Expenditure Schedules (prior or planned) Fire Protection/ Life Safety Plans Rehabilitation Budget and Scope (draft or final) Certificates of Occupancy/ Facility License Prior Assessments Site Plan/ Floor Plans Accessibility Transition Plans/ Studies CMMS / IWMS Data Set In addition to the drawings and records, we will supply a pre-survey questionnaire for each facility or site. Our expectation is that someone with knowledge of maintenance and operations of the facility will complete th is survey and be prepared to discuss it with us while on-site Site Phase -Du ring the site phase, we will need support in the form of escorts while in the facilities to help us access mechanical areas, to discuss with us any known issues in the facility, and to answer other technical questions. Report Review Stage -During the reports review stage -we will provide a complete draft deliverable for each building/site. Client Coordination Project Directory: BV will become familiar with Client's existing property list and contact directory for each location. We will contact or interview the facilities contacts as part of tour process to determine current use requirements and priority of properties based on agency goals. Facility Access: Working with Client we will develop procedures to gain access to each facility. Our visits will be coordinated and pre-approved by Client prior to the visit. We will work with Client to establish a protocol that will ensure that our activities will have minimal disruption to the operation of each facility and will maintain a safe work environment. Technical Approach Prior to assessments beginning, BV will conduct a Kickoff session to review requirements and to consolidate exhibits such as drawings and prior completed reports. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • A-28 151866.21P, p. 5 11/8/2021 During the term of the project, BV will conduct regular Progress Meetings to maintain open communication with the entire project team and Client. In these meetings, BV will lead with an agenda that includes a focus on work plan, schedule, and project needs. This will permit the opportunity to proacti vely address challenges encountered , so that course adjustments may be made. Each meeting will conclude with task assignments, schedules, and goals to be met. BV will provide Client with a written status report that tracks and monitors the progress of the assessments against the schedule submitted. BV has allocated the following meetings: Kick Off Meeting, I MAC Meetings (2), Staff Meetings (3 ), and a Final Findings Council Presentation meeting. Any additional in-person meetings will be on a time and expense basis. Field Assessments The assessment team will conduct a walk-through survey of the facility and site to observe systems and components, identify physical deficiencies, and formulate recommendations to remedy the physical deficiencies. As a part of the walk-through survey, the assessment team will survey 100% of each facility. BV will survey the exterior and grounds, including the building exterior, roofs, sidewalk/pavement, and recreational /other areas as applicable. The assessment team will interview the building maintenance staff about the subject property's historical repairs and replacements and their costs, level of preventive maintenance exercised , pendin g repairs and improvements, and frequency of repairs and replacements. The assessment team will develop opinions based on their site assessment, interviews with Client's building maintenance staff, and interviews with relevant maintenance contractors , municipal authorities, and experience gained on similar properties previously evaluated. The assessment team may also question othe rs who are knowledgeable of the subject property's physical condition and operation or knowledgeable of similar systems to gain comparative information to use in evaluation of the subject property. The assessment team will review documents and information provided by Client's maintenance staff that could also aid the knowledge of the subject property's physical improvements, extent and type of use, and /or assist in identifying material discrepancies between reported information and observed conditions. The facility condition assessment will focus on the following facility and site systems and components: Site+ Infrastructure Topography: Observe the general topography and note any unusual or problematic features or conditions observed or reported. Paving, Curbing, and Parking: Identify the material types of paving and curbing sy stems at the subject property. Flatwork: Identify the material flatwork at the subject property (sidew alks, plazas, patios, etc.). Landscaping and Appurtenances: Identify the material landscapin g features, mate rial t ypes of landscapin g (fences, retaining walls, etc.), and site appurtenances (irrigation syst em s, founta in s, li ghting, si gnage, pond s, etc.). Utilities: Identify the type of utilities provided to the property (water, elect ricity, natural gas, etc.). We w ill asse ss condition, physi cal deficien cies, life cycle repair, and replacement issue s. Recreational Facilities: Identify any material on-site re creational fa cilities such as athletic field s, swimming pool s, spas, tennis or basketball courts, jogging or bi cycle paths, etc . Obse rv e the general condition s and note any reported physical deficiencies or any unu sual items or conditions observed or reported. Structural Frame+ Building Envelope Identify the materi al elements of the structural frame and exter ior w alls, including the found at io n system, floor framin g system, roof framin g system , fa ca de or curtain -w all syst em , gl azin g syst em , ex t erior sea lant, do o rs, commercial overhead doo rs, sliders, windows, and stai rw ays, etc. Ob serve the general conditions and note any physical defi cien cies identified o r any unusua l items o r conditions observed . Observations may be subject to grade, and rooftop vantage points. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • A-29 151866.21P, p. 6 11/8/2021 Visual inspection of observable areas for cracking and moisture infiltration as well as areas of apparent foundation settlement and displacement. In the event more information or exploratory testing is required, in order to provide remedial measures , the report may include recommendation for additional investigative testing (Tier 1 or Tier 2). Wall Evaluation Photograph elevations and details both from internal and external vantage points, as well as from adjacent structures where possible. Observe representative operable and fixed panels on all facades, operating a representative sample of units to assess hardware, and to visually inspect exterior conditions and the condition of waterproofing seals. Assess curtain wall condition to determine water infiltration, damage, caulk degradation , metal panel degradation, stone degradation and anchoring, and other related curtain wall issues. Curtain Wall -As Required Review curtain wall condition and a sampling of fixed panels on facades to assess hardware and visually review exterior conditions and the condition of waterproofing seals, where accessible without the use of lifts, ladders, scaffolding, suspension devices, or the like; this may include observations from internal and external vantage points, as well as from adjacent structures. Observations are limited to grade and may include accessible balconies or rooftop vantage points. Review provided drawings and records of repair, replacement, and maintenance of framing and glazing Roofing (Non-Invasive Visual) Identify the material roof systems including roof type , reported age, slope, drainage, etc. Also identify any unusual roofing conditions or rooftop equipment. Observe the general conditions of the roof system such as membranes, attachment methods, flashings, counter flashings, pitch pans, gravel stops, parapets, miscellaneous appurtenances, insulation, etc. Observe for evidence of material repairs, significant ponding, or evidence of material roof leaks. Note if a roof warranty is in effect. Note any physical deficien cies identified or any unusual items observed or reported. Identify the material rooftop equipment or accessories including antennas, lightning protection, HVAC equipment, solar equipment, etc. Include any material problems reported. Plumbing Identify the material plumbing systems at the subject property including domestic water supply, sanitary sewer, or any special or unusual plumbing systems (such as water fe ature s, fuel systems, gas systems, etc.). Identify the type and condition of restroom fixtures, drinking fountains and /or other miscellaneous plumbing equipment. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed. Include any reported material system inadequacies. OPTION: CCTV Sewer and Water Line Scoping BV will coordinate the sewer scoping of 10% of the lines of the subject property's sanitary sewer lines -up to 20 lines. The scoping will be performed from an available clean-out outside the building to the m ain line (ass umed to be 4" line) for roughly 150-200' and/or no more than two (2) hours of video inspection per line. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE 1100, OW INGS MIL LS, MD 211 17 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • A-30 151866.21P, p. 7 11/8/2021 The information we will capture will be as follows: Diameter of sewer line piping (i.e., 4-inch, 6-inch, etc.) Material type of each sewer line pipe that is scoped. {PVC, copper, galvanized steel, etc.) Any issues/concerns that were observed during the scoping (cracks, bellies, build-up of debris/solids, etc.) Cost recommendations for observed issues/concerns as Rough Order of Magnitude cost ranges (these are not intended to be cost estimates, merely budgetary ranges for cost planning purposes). BV will provide a copy of the video and report summarizing our findings. The report will include a description of the type of pipes on location, diameter of piping, identify any issues and includes ROM (Rough Order of Magnitude) cost to repair, or replace. Heating Identify the material heat generating systems at the subject property. Observe the general conditions, identify the reported age of the equipment, note past material component replacements/ upgrades, note the apparent level of maintenance, and identify if a maintenance contract is in place. If heating equipment is not operational at the time of the walk-through survey, provide an opinion of the condition to the extent reasonably possible. Identify and observe any special or unusual heating systems or equipment present (such as fireplaces, solar heat, etc.) and note any reported material problems or inadequacies. Air-Conditioning+ Ventilation Identify the material air-conditioning and ventilation systems at the subject property. Include material equipment such as cooling towers, chillers (include type of refrigerant used), package units, split systems, air handlers, thermal storage equipment, etc. Identify the material distribution systems (supply and return, make-up air, exhaust, etc.) at the subject property. Observe the general conditions, identify the reported age of the equipment, note past material component upgrades/ replacements, note the apparent level of maintenance, and identify if a maintenance contract is in place (and the name of the contractor). If air-conditioning and ventilation systems are not operational at the time of the walk-through survey, provide an opinion of the condition to the extent reasonably possible . Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed. Additionally, include any material reported system inadequacies or operating deficiencies. Identify and observe any special or unusual air-conditioning and ventilation systems or equipment (cold storage systems, special computer cooling equipment, etc.) and note any material reported problems or system inadequacies. Electrical Identify the electrical service provided and distribution system at the subject property. Include material switchgear disconnects, circuit breakers, transformers, meters, emergency generators, general lightin g systems, and other such equipment or systems . Observe general electrical items such as distribution panels, type of wiring, energy management systems, emergency power, lightning protection, etc. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed . Al so note the presence of any special or unu sua l electrical equipment, systems, or devices at th e subject property, and include reported material problems or system inad equacies. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • A-31 151866.21P, p. 8 11/8/2021 OPTION: Expanded Electrical Infrared Thermographic Survey Provide infrared inspection service for equipment, wiring, and controls to identify potentially faulty overload protection devices or poor connections. Specific attention should be given to main electrical panels, transformers, disconnects, and HVAC equipment rated at 600 volts or less. The report will document all equipment tested and include photos of infrared tests and areas of excess heating, damage, or missing equipment in question. The report will also show temperatures of areas of concern, possible causes, and suggestions for repair to the equipment in question. Life Safety+ Fire Protection Identify the material life safety/fire protection systems at the subject property, including sprinklers and stand pipes (wet or dry), fire hydrants, fire alarm systems, water storage, smoke detectors, fire extinguishers, emergency lighting, stairwell pressurization, smoke evacuation, etc. Observe the general conditions and note any material physical deficiencies identified or any unusual items or conditions observed or reported including any reported system inadequacies. Elevators+ Vertical Transportation Identify the vertical transportation systems at the subject property. Include the equipment manufacturer, equipment type, location, number, capacity, etc. Observe elevator cabs, finishes, call and communication equipment, etc. Identify the company that provides elevator/ escalator maintenance at the subject property. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed or reported including any reported material system inadequacies. Out of Scope Issues : Performing any calculations, examination of operating system components such as cables, controller, motors, etc. Entering elevator/escalator pits or shafts. Interior Elements Identify offices, special use areas and building standard finishes, including flooring, ceilings, walls, etc. Furnishings and fixed components will be reviewed and included in the cost estimate tables for replacements. Additionally, BV will identify material building amenities or special features. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed or reported . Food Service Spaces and Equipment Assess all Food Service equipment and spaces including kitchen, cafete ria, and dining and serving areas. Food service equipment (fixed equipment) will be evaluated for adherence to life/ safety code and ventilation requirements as well for condition and capital replacement. Special Systems and Equipment Include all special systems and equipment, such as Emergency Medical Systems (EMC), chillers, radio towers, equipment lifts, chair lifts, chemical storage or trea tment areas, stora ge tanks, dumbwaiters , va ults, public address systems, and telephone systems . BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • A-32 151866.21P, p. 9 11/8/2021 Limited Accessibility Compliance Provide a general statement of the subject building's likely compliance to the Americans with Disabilities Act to help identify whether Client may be exposed to issues and whether there is the need for further review . Suspected Fungal Growth BV will perform a limited assessment of accessible areas for suspected fungal growth. If we discover the presence of mold, conditions conducive to mold growth, and/or evidence of moisture, elevated relative humidity, water intrusion, and mildew-like odors -the affected areas will be photographed and recommendations for any additional moisture intrusion studies will be made. Environmental Features BVwill review environmental features of the property, to include appearance, cleanliness, acoustics, ventilation, and humidity. Lead-based Paint A review of existing testing data and other documentation regarding lead-based paint that is available onsite is included in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop cost estimates for remediation of paint necessitated by pending renovations. BV has the capability to provide a licensed lead-based paint inspector to conduct testing using an x-ray fluorescence analyzer at the Project as an additional service. The instrument is completely non-destructive and yields instantaneous results. Asbestos A review of existing testing data and other documentation regarding asbestos that is available onsite is included in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop cost estimates for remediation of asbestos likely to be disturbed by renovations. If asbestos testing is requested, BV will provide a licensed asbestos inspector to collect samples of suspect asbestos-containing materials at the Project as an additional service. Scope of this sampling will be determined after review of existing data, costs will be based on daily rate plus the cost of analysis. Energy Conservation Analysis As part of the analysis of all evaluated systems mentioned above, BV will consider energy conservation savings when making repair or replace recommendations and include these projects in the project prioritization. BV can provide as additional services an Energy Audit (ASHRAE Level I, II, or Ill) or Benchmarking (E nergyStar) services. Ranking and Classification Based upon our observations, research and judgment, along with consulting commonly accepted empirical Ex pected Useful Life (EUL) tables; BV will render our opinion as to when a system or component will most probably necessitate replacement. Acc urate hi storical replacement record s provided by the facility m anager are typi ca lly the best source for this BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • A-33 151866.21P, p. 10 11/8/2021 data. Exposure to the weather elements, initial system quality and installation, extent of use, the quality and amount of preventive maintenance exercised are all factors that impact the effective age of a system or component. As a result, a system or component may have an effective age that is greater or less than its actual age. The Remaining Useful Life (RUL) of a component or system equals the EUL less its effective age. Condition Ranking of Building Systems/ Equipment BV can rate the condition of each facility building system or component with this or another Client-specified five- point scale: 5 4 3 2 1 Excellent Good Adequate Marginal Poor No visible defects, new or near new condition, may still be under warranty if applicable Good condition, but no longer new, may be slightly defective or deteriorated , but is overall functional Moderately deteriorated or defective, but has not exceeded useful life Defective or deteriorated in need of replacement; exceeded useful life Critically damaged or in need of immediate repair; well past useful life BV can also include alternative categories to rank and weight priorities as required by the Client, such as functional deficiencies, aesthetics, time-based urgencies, and other mission critical factors. Priority Classes The analysis will include all cost observations ranked by Priority Classes. The five classes below are typical but can be altered to meet your specifications and needs: Priority 1: Currently Critical (Immediate): Requiring immediate action including a cited safety hazard and areas of accelerated deterioration, returning a building component to normal operation. Priority 2: Potentiaffy Critical (Year 1): Requiring action in the next year including components experiencing intermittent operations, potential life safety issues, and rapid deterioration, returning a building component to normal operation. Priority 3: Necessary -Not Yet Critical (Years 2-3): Requiring appropriate attention to preclude predictable deterioration, potential downtime, additional damage, and higher costs to remediation if deferred further. Priority 4: Recommended (Years 4-10, 15, 20): Representing a sensible improvement to the existing conditions (not required for the most basic function of the facility; however, will improve overall usabilit y and /o r reduce long-term maintenance costs). Priority 5: Does Not Meet Current Code but "Grandfathered": No Action required at this time but should substantial work be undertaken correction would be required. Unformat Categories The deficiencies observed will be classified into categories such as those below using the Uniformat System: AlO Found ations A20 Basement Construction BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • • A-34 151866.21P, p. 11 11/8/2021 B10 Superstructure B20 Exterior Enclosure B30 Roofing Cl0 Interior Construction C20 Stair C30 Interior Finishes DlO Conveying D20 Plumbing D30 HVAC D40 Fire Protection D50 Electrical ElO Equipment E20 Furnishings FlO Special Construction F20 Selective Building Demolition Cost Estimating BV's cost estimating database is comprised of RS Means data and further customized with proprietary cost tables developed by BV, based on historical and localized actual costs. BV maintains and updates our Uniformat-based cost estimating system with information received from the field. Through construction monitoring work, we have current cost data from hundreds of in-progress construction and rehabilitation projects. This data allows us to calculate costs based on local conditions to maintain a cost database that is typically more current than RS Means' models. Each report will include a Capital Needs Analysis including an estimated cost for each system or component repair or replacement anticipated during the evaluation term. The report will provide options for repair of the deficiency, and the capital needs analysis will be presented as an Excel-based cost table that includes a summary of the description of each component, the age and estimated remaining useful life, the anticipated year of repair or replacement, quantity, unit cost and total cost for the repair of each line item. A consolidated Capital Needs Analysis will be presented that includes all anticipated capital needs fo r all buildings. The cost estimate for capital deficiencies will be based on the estimate for maintenance and repair, but may at Client's option, also include project management costs, construction fees , and design fees. Project management costs, construction fees, and design fees will be derived using actual costs from previous projects. After determining these costs, we will confirm these costs with your staff. Report Deliverables BV will provide a report including a description of each of the building components an d systems as described in the approach sections above. Each report is organized by building system and will include digital photos of major systems and components and of all deficiencies identified. Reports will include current and anticipated repairs and deficiencies, recommended repair and component life-cycle replacements, and applicable options for repair or maintenance of building components. The Capital Needs analysis will include a cost database sorted by building system and ranked by priority for repair. The format of the database will allow for reporting by buildin g, by system, or by priority for repair, and a yea r-by- year analysis of capital needs. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • A-35 151866.21P, p. 12 11/8/2021 Facility Condition Index A Facility Condition Index will be calculated for each building. This index will be a function of required repairs compared to building replacement costs. The Facility Condition Index will be generated from the data collection/capital planning database and will be updated as components age or are replaced. Capital Plan Reports will reflect a 5 year capital plan based on BV's 20-year building system evaluation. The analysis will include a cost table sorted by building and system and ranked by priority for repair. Tables will allow for the customization of reporting and a year-by-year capital needs analysis . The report will include: An Executive Summary with graphic presentation of results to provide a quick, user-friendly summary ofthe property's observed condition and estimated costs assigned by category. These estimated costs shall be cross-referenced to report sections where an elaboration of cost issues will be presented. Components observed that are exhibiting deferred maintenance issues and estimates for immediate and capital repair costs based on observed conditions, available maintenance history and industry-standard useful life estimates. If applicable, this analysis will include the review of any available documents pertaining to capital improvements completed within the last five-year periods, or currently under contract. BV shall also inquire about available maintenance records and procedures and interview current available on-site maintenance staff. Recommended schedule for replacement or repairs (schedule of priorities). Digital photographs for the buildings including photos of deficiencies. General description of the property and improvements and comment generally on observed conditions. Critical repairs and life safety issues separately from repairs anticipated over the term of the analysis. Facility Condition Index (FCI) number for the building. BV will submit draft reports electronically via PDF format and once approved and finalized , a program summary report is provided to include a roll-up of all prioritized capital needs across all facilities. All electronic copies of the report will include all text, deficiency tables, digital photos, and supporting documentation and report appendices. Deficiency Categories/ Plan Types Each deficiency identified in the Assessment shall be classified in the following manner (or othe r Client defined categories): Category 1-Scheduled Maintenance: Maintenance that is planned and performed on a routine basis to maintain and preserve the condition. Category 2-Deferred Maintenance: Maintenance that was not performed wh en it was scheduled or is past its useful life resulting in immediate repair or replacement. Category 3 -Capital Renewal: Planned replacement of building systems that have reached the end of their useful life. Category 4 -Energy and Sustainability: When the repair or replacement of equipment or systems are recommended to improve energy and sustainability performance. Category 5-Security: When a system requires replacement due to a security risk or requirement. Program-wide Report In addition to each building report, BV will develop a Program -wide Report that includes a ra nked sys tem-wide Capital Plan for all facilities with programmatic conclusions and re commendations. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M ▪ ▪ ▪ ▪ ▪ ▪ o o o o o ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ A-36 151866.21P, p. 13 11/8/2021 The Program Report includes a brief narrative description of each facility/building component and system, and discusses the current, anticipated repairs, deficiencies, and of all buildings assessed. The Program Report analyses will include tables sorted by building system and ranked by priority for repair. The format of the tables will allow for the several perspectives of reporting by FCI, building, system, or priority for repair, and a year-by-year analysis of capital needs. Sustainability Efforts -Digital Reports BV regularly takes measures to minimize impacts to the environment in the delivery of services. In lieu of printing reports and meeting minutes, BV makes an effort to be stewards of the environment by using digital distribution for materials. When appropriate, we suggest that in-person meetings be done by teleconference or video conference -in order to reduce our carbon footprint. Assessment Software: AssetCALC™ BV will utilize AssetCALC™ as its platform for all data collected on this project. AssetCALC™ is a cloud platform developed, licensed, maintained, and supported solely by BV for our clients. The use of this software is at your option and there are no licensing fees for this software for one (1) year. AssetCALC™ is a web-based SQL database platform that enables users to: query, edit, and analyze their facility condition data plan immediate and short-term repairs budget capital expenditures throughout the life-cycle of a building or an entire portfolio The system unites BV's experienced field data collection methods with advanced planning and reporting tools, construction cost libraries, location mapping (GIS) features, digital photo management, and document storage. Data Development AssetCALC™ includes a configurable facility hierarchy and asset data architecture -this will include all of your assets grouped based on site location, asset group, and function. Data can be exported to an Excel, XML, or an ODBC database format compatible for upload into your CMMS, EAM, IWMS, or work-order systems. Features Include: Facility Condition Assessment access: Component/system descriptions Locations Conditions and EUL/RUL Repair and replace recommendations Digital photos Search and Sorting Functionality Prioritization of maintenance projects UniFormat 2010 Cost Database Project Budgets and Capital Plans Unlimited concurrent user licensing Secure IT platform and back-ups Client is the owner of data collected and residing in the database Online User Training and Documentation BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ • o ▪ o ▪ o ▪ • o o o • A-37 151866.21P, p. 14 11/8/2021 Reporting: AssetCALC™ includes more than a dozen standard options for data summaries and reports: Facility Condition Index (FCI) Calculation Reporting Rank and Prioritize Capital Improvement Projects Deferred Maintenance Backlog Facility Queries (by building, priority, system, or dollar deficiency amount) Capital Budget Planning Yea~b~YearCaprtalNeedsAna~s~ 5, 10, or 20-Year Replacement Reserve Reports Custom 3rd party form automation available Screen Shots Actual screen shots of BV 's AssetCALC™ Database and a live demo are available upon request. Integration with CMMS/IWMS BV will be delivering to Client a live asset management plan that can be maintained and kept up-to-date by staff. BV will provide training to staff on maintaining the on -goin g monitoring pro gram to t rack facilities, work pe rformed , re-prioritization of maintenance projects, and how to update this information in the database. The data from the FCA can be ex ported for data migration to most CMMS/IWMS systems . BV can export the data from our data collection tool to a compatible format (Excel Spreadsheet, Access Database, or SQL format) to be used by the Client's IT department for future integration. Onc e your CMMS provid es us with th eir fi eld maps -we can match their data fields and provide a data file for manual upload by your CMMS into their system. BV has created several cu stom AP ls to transfer our data directly into some third party sy stems. Option: Equipment and Asset Inventory During the assessment, each field team will be responsible for collection and storing the inventory and condition assessment dat a in an electronic format that i s readily transferable to a standardize d CMMS /IWMS system . BV will collect information on the major pieces of facility equipment. Specifically, the data collection will focus on the following components: HVAC (level of d etail for which Preve ntive Maintenance would be p e rform ed) Heating System Id entify boilers, fu maces, unit heate rs and m ajorlabe led equipment Ventilation System Identify the major labeled equipment; exh a ust ho ods, fan s Ai r Conditioning System Electrical Id entify the m aterial air-conditioning components, includin g coolin g t owers, compres sors, chille rs, package un its, roo f top un it s, split sys t em s and m ajor label ed equipment. Excluded are window units, terminal units, VAV bo xes, and the rmostatic controls Major panels only-for identification to track m aintenan ce Transformers Switch gea r Equipment BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M o • o o o • o o o o o o • • o ▪ ▪ ▪ • • • • • • • o o o • A-38 151866.21P, p. 15 11/8/2021 Building Automation System Plumbing Pumps external to HVAC systems Domestic Hot Water heaters over 80 gallons Other major labeled equipment Commercial Kitchen-major equipment (above approximately $2000 value) Walk-in freezer and refrigerator equipment Ovens, stoves, broilers, grills Ice makers and ice bins Reach-in refrigerators and freezers Dishwashers Fryers Vertical Transportation Life Safety/Security High Level (system level) only-for identification to track maintenance Alarm Panels Emergency generators Exhaust hood fire suppression Where appropriate, the following data will be collected for each component: Location data Serial Number Manufacturer Manufactured Date Option: Barcoding / QR Coding For the above referenced equipment, BV will apply a durable barcode / QR code with a unique number for use as an identifier in the CMMS system. We will use a vinyl tag for indoor applications, and a durable foil tag for outdoor use. Barcode / QR code numbers will be recorded in the database and all future work orders etc., and can be tied back into a single piece of equipment or system. Option: Preventive Maintenance Schedules Service BV will provide preventive maintenance (PM) schedules for the equipment listed in the equipment inventory provided by client. Preventive maintenance schedules will include the following info rma tion: Safety precautions specific to the recommended PM instructions Description of tools required for recommended PM instructions. Tool list will not be exhaustive but identify common tool sets and specialty tools required for tasks. Recommended preventive maintenance instructions and frequencies specific to the equipment classification and type. PM instructions are based on the following sources: Prevailing national standards Survey of Common Manufacturers recommendations Industry best practices Estimated labor hours required to complete each PM work order BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • A-39 151866.21P, p. 16 11/8/2021 BVwill provide the PM schedules in spreadsheet format suitable for upload into clients CMMS. Spreadsheet will also contain analysis of PM labor hour requirements for use by client for planning purposes. BV will review PM schedules with client and adjust frequencies and start dates as required to meet clients' needs and match available resources . Seismic Risk Analysis BV will perform a seismic risk analysis of the subject property and provide a professional opinion of the estimated damage that may result from a seismic event that has a 10-percent chance of exceedance in a 50-year exposure period, or a 475-year return period. BV's professional opinion of the seismic risk is expressed as a seismic loss damage ratio. The assessment will utilize the ASTM Standard E2026-16a and E2557-16a definitions for Scenario Expected Loss (SEL-osrl and Scenario Upper Loss (SUL-08£). The seismic loss damage ratio (commonly referred to as Probable Maximum Loss -PML ) will be defined by the ASTM E 2026-16a term, Scenario Expected Loss Design Basis Earthquake (SEL.oeE) as follows: Scenario Expected Loss (SEL-osE) is defined as the estimated mean (expected) building damage loss (Commonly referred to as the Probable Maximum Loss, PML) to a building resu I ting from a specified seismic induced ground motion, with a 10% probability of exceedance in 50 years (475-year Design Basis Earthquake peak ground acceleration). Scenario Upper Loss (SUL-08£) is defined as the estimated 90 th percentile confidence level loss in which 9 out of 10 buildings would not exceed the specified upper limit damage loss resulting from the specified seismic induced ground motion (475-year Design Basis Earthquake peak ground acceleration). The process involved in determining the seismic loss assessment value is not exact, and is subject to various estimates and projections. Among the inexact parameters are the underlying soil response, the characteristics of the projected earthquake, the influence of the path of seismic waves from the ground fault to the site, and the building's actual structural response. At present, there is no universally accepted methodology for estimating seismic structural risk. To a large degree, the method chosen depends on the subjective interpretations and judgments of the professional engineer, and on prevailing consensus in the engineering profession as to which methodology might yield better results given certain assumptions. BV's analysis employs the damage prediction method developed by Charles C. Thiel, Jr., and Theodore C. Zsutty (see their article entitled "Earthquake Characteristics and Damage Statistics ", Earthquake Spectra, vol. 3, no. 4, November, 1987). The method correlates the expected damage estimate to a statistical model, which combines historical earthquake damage records, expert opinion data from Applied Technology Council damage curves (ATC-13), peak ground acceleration, soil characteristics and the structural system. Sources of analytical data will include ground fault and acceleration data provided by the U.S. Geological Survey Probabilistic Seismic Hazard data base, as well as general ground fault and soil data obtained from applicable geologic and fault activity maps. BV's basic seismic risk analysis will include evaluation of the following site and facility parameters: (a) Perceived quality of the original design (neither quantitative measurements nor design ca lculations are performed in this phase); (b) Perceived quality of construction, including a visual verification of th e presence of a lateral-load resisting stru ctu ra I system, as well as structu ra I retrofitting (if applicable); (c) Building characteristics, including structural system classific ation , number of stories, date of construction, foundation type, and perceived structural irregularities. The building data so obtained will be evaluated in light of published consensus on the recorded performance of similar buildings durin g pa st seismic events . (d) Site characteristics, including proximity to ground faults, the earthquake-magnitude (and resulting horizontal ground acceleration) risk posed by such faults, and the type of soil in the general area (neither geotechnical investigations nor ground-water level determinations are pe rformed in this phase). Document and Structural Drawing Review: BV will review Client-supplied documents such as structural and architectural drawings, geotechnical reports, and repair/retrofit documents which are made available p rior to completion of the assessment. The information and conclusions presented in such documents will be pres umed to be true and correct. BV requests copies of the architectural and structural construction drawings and the project BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M A-40 151866.21P, p.17 11/8/2021 geotechnical report. Levels oflnvestigation: The ASTM E2026 Guide defines four levels (Level 0, 1, 2 and 3) of investigation as discussed below . In general, Level 0 is reserved for use as a screening tool to determine whether a single property or portfolio of properties warrant more detailed investigation. Level 1 incorporates a site visit and engineering evaluation by a qualified, licensed engineer to identify material deficiencies and structural design details that affect the expected seismic performance. Level 2 and 3 incorporate additional engineering evaluation and modeling of the building structural system , and are not proposed as part of this scope of work. The following are BV's standard target levels of investigation for Level 0 and Level 1 SRAs : ASTM E 2026-16a Investigation Component LevelO SRA Level lSRA Ground Motion Level 1 (GMl) Level 1 {GMl ) Site Stability Level 1 {SSl) Level 1 (SSl) Building Damageability Level 0 {BD0) Level 1 (BDl) Building Stability Level 0 (BSO) Level 1 {BSl ) Content Damageability n/a n/a Business Interruption n/a n/a Levels of individual investigation components may be adjusted based on availability of information. Report Limitations: BV furnishes no warranties, certifications or guarantees as to the structural integrity of the building studied, or how the building will actually fare in the event of an earthquake, or that the subject building is safe to occupy and use. Furthermore, BV's seismic risk analysis does not account for the possible loss of equipment, inventory, or other personal property, monetary loss due to business interruption, or other dama ges that may result from a seismic event. Proposed Billing Schedule of Values T he pricing stated herein is fixed p rice for the scope detailed herein. BV will invoice monthly for work completed in prior month. BV will invoice 95% of allocated fees for submittal of draft report and 5% balance upon submittal of final reports. This is done as a conveni e nce to client and does not reflect a ny red uctio n i n total fee in ev ent client does not pursue final reports. An invoice for the 5% balance will be submitted upon submittal of fin al reports or 60 days from submittal of draft reports whichever is sooner. All invoices will be payable within 30 days or upon the closing of the transaction, whichever comes first. BV proposes the following billing schedule: Proje ct Start-Up, Ki ck-Off, and Assessments 45 % Draft Reports (invoiced monthly) 50% Fin al Report and Review 5% BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE 1100, OW INGS MIL LS, MD 211 17 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M 01203.0006/749758.1 EQG B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] A-41 01203.0006/749758.1 EQG C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION A-42 Service(s) Lump Sum Fee(s) USO Facility Condition Assessment $36,839.75 Opt ion : Asset Inve nto ry fo r CM MS $ 2,500 .00 Option: Preven t ive Mai nte nance Ro utines/ Schedule $ 3,500.00 Option: Seismic Risk Analysis (PML) $1950 per site X 8 $15,60 0.00 Opt io n: Expanded Electrical Infrared Thermograph ic Survey $6,510.00 Option: CCTV -Budget (u p to 20 l ines) $6,160.00 Option : Barcode/Tagging -including Labe ls (qty 100 0) $2 ,364.00 01203.0006/749758.1 EQG D-1 EXHIBIT “D A-43 Timing BVTA 's report (s) wil l be de livered wit hin 40-45 full business/working days (7-8 weeks) 01203.0006/749759.1 EQG 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC for the FACILITIES ASSESSMENT PROGRAM B-1 01203.0006/749759.1 EQG AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND BUREAU VERITAS TECHNICAL ASSESSMENTS, LLC THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on December 7, 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and BUREAU VERITAS TECHNICAL ASSESSMENTS, a limited liability company (“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 described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C.Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D.The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean B-2 01203.0006/749759.1 EQG 2 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 seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar B-3 01203.0006/749759.1 EQG 3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 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 one and 1½ (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.” B-4 01203.0006/749759.1 EQG 4 Consultant’s Authorized Initials ________ (i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. B-5 01203.0006/749759.1 EQG 5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. B-6 01203.0006/749759.1 EQG 6 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 $100,000 (One Hundred Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $20,000 (Twenty 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 materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and B-7 01203.0006/749759.1 EQG 7 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three B-8 01203.0006/749759.1 EQG 8 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 two additional one-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: Mark Surdam, Program Manager It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Ron Dragoo or such person as may be designated by the Director of Public Works. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise B-9 01203.0006/749759.1 EQG 9 specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own 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 B-10 01203.0006/749759.1 EQG 10 injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required B-11 01203.0006/749759.1 EQG 11 to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. B-12 01203.0006/749759.1 EQG 12 (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (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, B-13 01203.0006/749759.1 EQG 13 administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The 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 B-14 01203.0006/749759.1 EQG 14 disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of 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. B-15 01203.0006/749759.1 EQG 15 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be 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 B-16 01203.0006/749759.1 EQG 16 after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. B-17 01203.0006/749759.1 EQG 17 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 thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 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 B-18 01203.0006/749759.1 EQG 18 deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, B-19 01203.0006/749759.1 EQG 19 and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent B-20 01203.0006/749759.1 EQG 20 of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] B-21 01203.0006/749759.1 EQG 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Eric Alegria, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: BUREAU VERITAS TECHNICAL ASSESSMENTS, a limited liability company By: Name: Title: By: Name: Title: Address: 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. CON SULTANT’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. B-22 01203.0006/749759.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and co uld prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. B-23 □ □ □ □ □ □ □ □ □ 01203.0006/749759.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing p aragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. B-24 □ □ □ □ □ □ □ □ □ 01203.0006/749759.1 EQG A-1 EXHIBIT “A” SCOPE OF SERVICES B-25 B-26 151866.21P, p. 2 11/8/2021 Description of Services Asset Management Consulting 1) Ongoing Consulting Support-$2.500 per annum a. BV will put in place a program to provide annual support of the capital budgeting program and the upkeep of the AssetCALC database b. Annual review of database -updating all completed projects -setting up replacement components, tracking replacement costs, actual vs budget i. Update will include reviewing documentation and interview with regional managers will be contacted and interviewed to determine if projects in the short-term plan have been completed. c. Update of unit costs in the AssetCALC cost library-reconcile BV cost library against current RSMeans or other national database. d. Data will be migrated to CityWorks. 2) Includes 1 year of AssetCalc subscription per annum. On-Call Inspection BV is available to the City of Rancho Palos Verdes for as-needed assessment, inspection, and plan review services . Disciplines include Architectural, Structural, Civil, Mechanical, and Electrical. BV will provided City with prioritized emergency response timing (48 hour or less). Team Role Hourly Ra t e ($) Pro j ect Executive $175.00 Program Manager $135.00 Pro j ect Manager I / Assesso r $115.00 Pro j ect Manager II / Assessor/ CASp $125.00 Qua li t y Contro l Manager $135.00 Techn ica l Repo rt Reviewer $105.00 Administrative $60.00 BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OWINGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUR EAUV ERITAS .CO M 01203.0006/749759.1 EQG B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] B-27 01203.0006/749759.1 EQG C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION Consultant shall perform the annual services at the following rates: Additional on-call inspection services as requested by City, will be completed at the following rates, not to exceed $17,500 per year. B-28 Asset Management Consu lting Opt ion: CityWorks Reconcil iat ion • $2500 -one year + AssetCalc On Call Se rvi ,oe s I- Proj e ct Ex ecut ive Progr.a m M an ag e r Proj e ct M an ag e r 1 / A.s ses.sor Proj e ct M an ag e r II/ Assessor/ CA.Sp Qu ality Control M an ager Technic al Re port Revi ew e r Ad mini st ra t i v e I- I- I- + + -tt ot h ours Rat e/hr 5 $175.00 + 10 $B5.00 50 $115 .00 50 $125 .00 12 $B5.00 10 1 $105.00 ■ 10 $ 180.00 + T&E -See Rate Schedu le S 2,500.00 / annua l t $ 2,500.00 $ 875 .00 $ 1,350.00 $ 5,750 .00 $ 6 ,250 .00 $ 1,620.00 $ 1,050.00 $ ,800.00 $17,495,.00 f 01203.0006/749759.1 EQG D-1 EXHIBIT “D Annual reconciliation of CityWorks and additional year of AssetCalc access no later than June 1st of each year B-29 C-1 November 8, 202 1 Via Email: jo neill @rpvca.gov Mr. J ames O'Neill, Proj ect Manager City of Rancho Palos Ve rdes 30940 Ha wth o rn e Bo uleva rd Ran cho Pa los Verd es, Ca lifo rn ia 902 75 RE: City of Rancho Palos Verdes -Facilities Assessment Program Pro posa l No: 15 1866.21 P - rev3 Dear Mr. O'N e ill: BUREAU VERITAS We are pleased t o provid e City of Rancho Palos Verdes (herei nafter referred t o as "Cli en t ") w ith t he fo llowin g p roposa l. If accepted, Burea u Ve ri tas Technica l Assessme nts LL C (h e re inafter referred to as "BVTA") w ill per fo rm the se rvices listed b el ow (co llective ly, t he "S ervi ces") meeting the spec ifica tions hereaft er describ ed. Prop e rty(iesl City o f Ranch o Pal os Verdes -Ra ncho Pa lo s Verd es, Ca liforn i a Propose d Service(s) & Fee(s) Se rv1 ce(s) Lu mp Sum Fe e(s) USD Fac ili t y Co ndit io n Assessme nt $3 6,839.75 Option: Asset I 1wentory fo r CMMS $ 2,500 .00 Optio n: Pr eve ntive Ma in tenan ce Rou tin es / Sc hed ule $ 3,500.00 Optio n: Se ism ic Risk Analys is (PML) -8 Sites $15,600.00 Optio n: Expanded El ect rical Infrare d Therm ogra p h ic Su rvey $6,510.00 Optio n: CCTV -Budget (up to 20 l i nes) $ 6,1 60.00 Opt io n: Barcod e/Taggi ng -i nc lu d i ng Labels (q ty 1000) $2,364.00 All fees referr ed to in th is d oc um en t are expressed i n US Do llars. Th e proposed fees are limit e d to th e spec i fic Servi ces d escri bed in th is Pro posa l, performed accord i ng t o th e req uirem en ts of th e corres po nd i ng AS TM st an d ard pra ct ices, or Cli ent-speci fied Pro t ocol s. Deliverable(s) The q uo ted price in clu de s the d eli very of: Un less othe rwi se spe c ifi ed, BVTA w ill submit all report s in Fina l fo rm at. T imi n g for com p let ion o f any re qu ested p ost -d elivery m od ifica ti o ns to t he report w ill b e determ ined at the t i me of the req uest. If d i ffe rent d e li verabl es are req uired, p lea se indica te the quan t i ty, ty p e and me thod o f d elive ry on the Proj ect Aut h orizatio n pa ge o f th is pro posa l. Tim ing BVT A's rep o rt(s) w ill b e del ive red w ithin 40 -45 fu ll busin ess/worki ng d ays (7 -8 wee ks) a fter no tice t o p ro cee d. After engagem en t , a ca ll w ill be p l aced t o th e desi gna t ed o nsite Po int o f Co nt act (P OC ) provided by t h e Cl i en t i n ord er t o sched u le t he site v isit(s), w here app lica ble. BUREAU VERITAS 10461 MILL RUN CIRCLE, SUITE ll00, OWING S MI LLS , MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUR EAUV ERI TAS .COM • • • • • • • • • • • • C-2 151866.21P, p. 2 11 /8/2021 Documents to be Furnished by Client In o rd e r to fa c ilitate a c urso ry rev iew o f pre-ex isti ng docum en t s for each Proj ect , BVTA asks to b e furn ish ed w ith e lectro ni c o r p rinted co pies of ava i la bl e s ite informa tio n. Suc h d oc u m ents m ay i n cl ude: FCA Services: Inspe ction Rep o rts (se w er , b o iler, chiller, et c) Pri o r Enginee rin g Reports (CNA , PN A, PCA, etc.) Prior Maste r Plan s/ Fac ility Master Pl ans Ca pi t a l Expen d iture Sc h ed u les (p ri or or p lanned) Re habili tatio n b ud get & scope (draft o r fin al) Access ibility T ran sit io n Pl ans/Self Eva lua t ions Bu il d ing Syst ems Ma intena nce Reco rd s Ow n er El ec ted Rep air li st (i f availabl e) Origi n al Bu ildi ng Pl ans (can be v iew ed o n-s ite) Fi re Prot ection/Life Sa fet y Plan s Site Pl an /Fl oor Pl ans Li st o f ex isti ng b uil d ing compo n ents and ages Note: Doc u ments t o b e rev iewed sh o uld be p rovid ed t o BV TA w ithin fi ve (5 ) b usin ess days a nd not less th an o ne (1) d ay prio r to th e onsit e. In the eve nt th at d o cuments can o nl y be made av a il ab l e at t he Si t e, BVTA w ill per fo r m a cu rso ry revi ew du ring t he site v isit as t ime permits. If docu m e nts a re re ce ived aft er the site vis it dat e, o r if the vo lum e o f d ocu m ent ati o n i s d ete r mined by BVTA to be ex cess ive, then th e Pro j ect m ay be s u bj ec t t o ad d iti o na l rev iew fee s at the rat e o f $19 0.00 per ho u r. An y addi t i on al rev ie w fees w ill be mutu al ly agreed u pon by BV TA and t he Cli en t at t h e t i m e of re view req uest and w il l be auth orized usin g a Change O rd er. Plea se fee l free t o co ntact m e at (8 00) 733-0660 x.27 04 o r Erik.Pill er@bu reauverita s.co m sho uld you have an y q uestio ns. BVTA welcomes th e o pportu n ity t o be of se rv ice. Sin ce re ly, Bureau Veri t as Technica l Assessme nt s LLC Erik S. Piller. Sen i o r Vice Pres ident , Sa les and Ma rke ting At tachments.· Description of Services; Project Au th orization BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • C-3 151866.21P, p. 3 11 /8/2021 Description of Services Facility Condition Assessment Approach Project Understanding Bureau Veritas (BV) understands that the Fac ility Condition Assessment (FCA) for the City of Rancho Palos Verdes ("Client") will: Include a comprehensive assessment of all sites, build i ngs , building systems , and infrastructure . The FCA will follow the ASTM E2018-15 Standard Guide for Property Condition Assessments as applicable. Determine the present conditio n and estimated life expectancy of variou s buildin g system s and components. Identify and document present condition of all physical assets including grounds, facil ities, and infra structure. Recommend corrections for all deficiencies and provide co st estimates for corrections. Prioritize and categorize deficient conditions, associated corrective actions, and information concernin g building systems and deficiency categories. Establish anticipated renewal and replacement costs for the va rious systems and components. Result in strategic plan for capital repairs , lifecycle component replacement, and building modernization. Calculate the Current Replacement Value (CRV) and Facility Condition Index (FCI ) for ea ch facility. Establish a protocol for facility condition data to migrate/tran sfer to a CMMS /IWMS system. Option: Collect Equipment Inventory data for Client properties. Option: Prepare a Preventive Mainte nance Plan for assets to upload ed to CM MS system. Property Information -The City has requested the abovementioned services fo r: Faci l ity Name Notes Ac res SF Address Civic Cent er 4 buil d ings 30940 Hawt ho rn e Bou levard Eastvi ew Park restroom 9.90 500 170 0 West mo nt Drive Frank Hesse, J r. Co mm unity Pa rk co mm un ity ctr 29 .4 0 29 301 Haw t horn e Bo uleva rd bui ld ing - excl ud ing Po int Vin ce nte Int erp retive Cent er restroo ms 28.00 1000 0 31501 Palos Ve rdes Dr W Ro bert Ry an Co mmu ni t y Park bu il din g 11 .00 30359 Haw thorne Bo uleva rd Abalo ne Cove sm all bui ldi ng 76 .4 0 5970 Pa los Ve rdes Drive Sou t h Po rtu guese Bend Nu rse ry Schoo l sc hoo l Beach School Trail Re st roo m at Peli ca n Cove re st ro om 500 313 00 Palos Ve rde s Drive South We underst and that a key facto r to performin g Facility Condition As sessments is the eva lu ation of physica l need s a nd acc urat e forecast in g for ca pital repair and replacem ent b udget s. Pr e-emptiv e measures to m anage m a inte nance bu dget s and p rog rams are ess e nti al in ens uring th e el i m i n ati o n o f pot ential iss ues, wh ic h ca n range from deferr ed m aintena nce , or premature replaceme nt o f b uilding sy stems t hat can pro ve costly. BV's Project App ro ach has been develo ped to address yo u r specific re quire m e n ts . BV h as d emo nstrated experien ce in th e ass ess ment of va ri o us types of fa cilities r epresen t ati ve t o y our portfolio and und ers t ands th e speci al impl eme ntati on, sensitiviti es , m a nag eme nt, a nd co m munica ti on associ ated w ith ea ch. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • C-4 151866.21P, p. 4 11/8/2021 Data Gathering and Interview Our project plan details three distinct phases of the project. During each phase, we will require coordination and support from facility management. Data Gathering Phase -During this phase, we will need the support of staff who can provide us access to drawings and records. The following is a typical list of exhibits requested. Inspection Reports (sewer, boiler, chiller, etc) Building Systems Maintenance Records Owner Elected Repair list (if available) Original Building Plans (can be viewed on-site) Capital Expenditure Schedules (prior or planned) Fire Protection/ Life Safety Plans Rehabilitation Budget and Scope (draft or final) Certificates of Occupancy/ Facility License Prior Assessments Site Plan/ Floor Plans Accessibility Transition Plans/ Studies CMMS / IWMS Data Set In addition to the drawings and records, we will supply a pre-survey questionnaire for each facility or site. Our expectation is that someone with knowledge of maintenance and operations of the facility will complete th is survey and be prepared to discuss it with us while on-site Site Phase -Du ring the site phase, we will need support in the form of escorts while in the facilities to help us access mechanical areas, to discuss with us any known issues in the facility, and to answer other technical questions. Report Review Stage -During the reports review stage -we will provide a complete draft deliverable for each building/site. Client Coordination Project Directory: BV will become familiar with Client's existing property list and contact directory for each location. We will contact or interview the facilities contacts as part of tour process to determine current use requirements and priority of properties based on agency goals. Facility Access: Working with Client we will develop procedures to gain access to each facility. Our visits will be coordinated and pre-approved by Client prior to the visit. We will work with Client to establish a protocol that will ensure that our activities will have minimal disruption to the operation of each facility and will maintain a safe work environment. Technical Approach Prior to assessments beginning, BV will conduct a Kickoff session to review requirements and to consolidate exhibits such as drawings and prior completed reports. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • C-5 151866.21P, p. 5 11/8/2021 During the term of the project, BV will conduct regular Progress Meetings to maintain open communication with the entire project team and Client. In these meetings, BV will lead with an agenda that includes a focus on work plan, schedule, and project needs. This will permit the opportunity to proacti vely address challenges encountered , so that course adjustments may be made. Each meeting will conclude with task assignments, schedules, and goals to be met. BV will provide Client with a written status report that tracks and monitors the progress of the assessments against the schedule submitted. BV has allocated the following meetings: Kick Off Meeting, I MAC Meetings (2), Staff Meetings (3 ), and a Final Findings Council Presentation meeting. Any additional in-person meetings will be on a time and expense basis. Field Assessments The assessment team will conduct a walk-through survey of the facility and site to observe systems and components, identify physical deficiencies, and formulate recommendations to remedy the physical deficiencies. As a part of the walk-through survey, the assessment team will survey 100% of each facility. BV will survey the exterior and grounds, including the building exterior, roofs, sidewalk/pavement, and recreational /other areas as applicable. The assessment team will interview the building maintenance staff about the subject property's historical repairs and replacements and their costs, level of preventive maintenance exercised , pendin g repairs and improvements, and frequency of repairs and replacements. The assessment team will develop opinions based on their site assessment, interviews with Client's building maintenance staff, and interviews with relevant maintenance contractors , municipal authorities, and experience gained on similar properties previously evaluated. The assessment team may also question othe rs who are knowledgeable of the subject property's physical condition and operation or knowledgeable of similar systems to gain comparative information to use in evaluation of the subject property. The assessment team will review documents and information provided by Client's maintenance staff that could also aid the knowledge of the subject property's physical improvements, extent and type of use, and /or assist in identifying material discrepancies between reported information and observed conditions. The facility condition assessment will focus on the following facility and site systems and components: Site+ Infrastructure Topography: Observe the general topography and note any unusual or problematic features or conditions observed or reported. Paving, Curbing, and Parking: Identify the material types of paving and curbing sy stems at the subject property. Flatwork: Identify the material flatwork at the subject property (sidew alks, plazas, patios, etc.). Landscaping and Appurtenances: Identify the material landscapin g features, mate rial t ypes of landscapin g (fences, retaining walls, etc.), and site appurtenances (irrigation syst em s, founta in s, li ghting, si gnage, pond s, etc.). Utilities: Identify the type of utilities provided to the property (water, elect ricity, natural gas, etc.). We w ill asse ss condition, physi cal deficien cies, life cycle repair, and replacement issue s. Recreational Facilities: Identify any material on-site re creational fa cilities such as athletic field s, swimming pool s, spas, tennis or basketball courts, jogging or bi cycle paths, etc . Obse rv e the general condition s and note any reported physical deficiencies or any unu sual items or conditions observed or reported. Structural Frame+ Building Envelope Identify the materi al elements of the structural frame and exter ior w alls, including the found at io n system, floor framin g system, roof framin g system , fa ca de or curtain -w all syst em , gl azin g syst em , ex t erior sea lant, do o rs, commercial overhead doo rs, sliders, windows, and stai rw ays, etc. Ob serve the general conditions and note any physical defi cien cies identified o r any unusua l items o r conditions observed . Observations may be subject to grade, and rooftop vantage points. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • C-6 151866.21P, p. 6 11/8/2021 Visual inspection of observable areas for cracking and moisture infiltration as well as areas of apparent foundation settlement and displacement. In the event more information or exploratory testing is required, in order to provide remedial measures , the report may include recommendation for additional investigative testing (Tier 1 or Tier 2). Wall Evaluation Photograph elevations and details both from internal and external vantage points, as well as from adjacent structures where possible. Observe representative operable and fixed panels on all facades, operating a representative sample of units to assess hardware, and to visually inspect exterior conditions and the condition of waterproofing seals. Assess curtain wall condition to determine water infiltration, damage, caulk degradation , metal panel degradation, stone degradation and anchoring, and other related curtain wall issues. Curtain Wall -As Required Review curtain wall condition and a sampling of fixed panels on facades to assess hardware and visually review exterior conditions and the condition of waterproofing seals, where accessible without the use of lifts, ladders, scaffolding, suspension devices, or the like; this may include observations from internal and external vantage points, as well as from adjacent structures. Observations are limited to grade and may include accessible balconies or rooftop vantage points. Review provided drawings and records of repair, replacement, and maintenance of framing and glazing Roofing (Non-Invasive Visual) Identify the material roof systems including roof type , reported age, slope, drainage, etc. Also identify any unusual roofing conditions or rooftop equipment. Observe the general conditions of the roof system such as membranes, attachment methods, flashings, counter flashings, pitch pans, gravel stops, parapets, miscellaneous appurtenances, insulation, etc. Observe for evidence of material repairs, significant ponding, or evidence of material roof leaks. Note if a roof warranty is in effect. Note any physical deficien cies identified or any unusual items observed or reported. Identify the material rooftop equipment or accessories including antennas, lightning protection, HVAC equipment, solar equipment, etc. Include any material problems reported. Plumbing Identify the material plumbing systems at the subject property including domestic water supply, sanitary sewer, or any special or unusual plumbing systems (such as water fe ature s, fuel systems, gas systems, etc.). Identify the type and condition of restroom fixtures, drinking fountains and /or other miscellaneous plumbing equipment. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed. Include any reported material system inadequacies. OPTION: CCTV Sewer and Water Line Scoping BV will coordinate the sewer scoping of 10% of the lines of the subject property's sanitary sewer lines -up to 20 lines. The scoping will be performed from an available clean-out outside the building to the m ain line (ass umed to be 4" line) for roughly 150-200' and/or no more than two (2) hours of video inspection per line. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE 1100, OW INGS MIL LS, MD 211 17 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • C-7 151866.21P, p. 7 11/8/2021 The information we will capture will be as follows: Diameter of sewer line piping (i.e., 4-inch, 6-inch, etc.) Material type of each sewer line pipe that is scoped. {PVC, copper, galvanized steel, etc.) Any issues/concerns that were observed during the scoping (cracks, bellies, build-up of debris/solids, etc.) Cost recommendations for observed issues/concerns as Rough Order of Magnitude cost ranges (these are not intended to be cost estimates, merely budgetary ranges for cost planning purposes). BV will provide a copy of the video and report summarizing our findings. The report will include a description of the type of pipes on location, diameter of piping, identify any issues and includes ROM (Rough Order of Magnitude) cost to repair, or replace. Heating Identify the material heat generating systems at the subject property. Observe the general conditions, identify the reported age of the equipment, note past material component replacements/ upgrades, note the apparent level of maintenance, and identify if a maintenance contract is in place. If heating equipment is not operational at the time of the walk-through survey, provide an opinion of the condition to the extent reasonably possible. Identify and observe any special or unusual heating systems or equipment present (such as fireplaces, solar heat, etc.) and note any reported material problems or inadequacies. Air-Conditioning+ Ventilation Identify the material air-conditioning and ventilation systems at the subject property. Include material equipment such as cooling towers, chillers (include type of refrigerant used), package units, split systems, air handlers, thermal storage equipment, etc. Identify the material distribution systems (supply and return, make-up air, exhaust, etc.) at the subject property. Observe the general conditions, identify the reported age of the equipment, note past material component upgrades/ replacements, note the apparent level of maintenance, and identify if a maintenance contract is in place (and the name of the contractor). If air-conditioning and ventilation systems are not operational at the time of the walk-through survey, provide an opinion of the condition to the extent reasonably possible . Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed. Additionally, include any material reported system inadequacies or operating deficiencies. Identify and observe any special or unusual air-conditioning and ventilation systems or equipment (cold storage systems, special computer cooling equipment, etc.) and note any material reported problems or system inadequacies. Electrical Identify the electrical service provided and distribution system at the subject property. Include material switchgear disconnects, circuit breakers, transformers, meters, emergency generators, general lightin g systems, and other such equipment or systems . Observe general electrical items such as distribution panels, type of wiring, energy management systems, emergency power, lightning protection, etc. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed . Al so note the presence of any special or unu sua l electrical equipment, systems, or devices at th e subject property, and include reported material problems or system inad equacies. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • C-8 151866.21P, p. 8 11/8/2021 OPTION: Expanded Electrical Infrared Thermographic Survey Provide infrared inspection service for equipment, wiring, and controls to identify potentially faulty overload protection devices or poor connections. Specific attention should be given to main electrical panels, transformers, disconnects, and HVAC equipment rated at 600 volts or less. The report will document all equipment tested and include photos of infrared tests and areas of excess heating, damage, or missing equipment in question. The report will also show temperatures of areas of concern, possible causes, and suggestions for repair to the equipment in question. Life Safety+ Fire Protection Identify the material life safety/fire protection systems at the subject property, including sprinklers and stand pipes (wet or dry), fire hydrants, fire alarm systems, water storage, smoke detectors, fire extinguishers, emergency lighting, stairwell pressurization, smoke evacuation, etc. Observe the general conditions and note any material physical deficiencies identified or any unusual items or conditions observed or reported including any reported system inadequacies. Elevators+ Vertical Transportation Identify the vertical transportation systems at the subject property. Include the equipment manufacturer, equipment type, location, number, capacity, etc. Observe elevator cabs, finishes, call and communication equipment, etc. Identify the company that provides elevator/ escalator maintenance at the subject property. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed or reported including any reported material system inadequacies. Out of Scope Issues : Performing any calculations, examination of operating system components such as cables, controller, motors, etc. Entering elevator/escalator pits or shafts. Interior Elements Identify offices, special use areas and building standard finishes, including flooring, ceilings, walls, etc. Furnishings and fixed components will be reviewed and included in the cost estimate tables for replacements. Additionally, BV will identify material building amenities or special features. Observe the general conditions and note any physical deficiencies identified or any unusual items or conditions observed or reported . Food Service Spaces and Equipment Assess all Food Service equipment and spaces including kitchen, cafete ria, and dining and serving areas. Food service equipment (fixed equipment) will be evaluated for adherence to life/ safety code and ventilation requirements as well for condition and capital replacement. Special Systems and Equipment Include all special systems and equipment, such as Emergency Medical Systems (EMC), chillers, radio towers, equipment lifts, chair lifts, chemical storage or trea tment areas, stora ge tanks, dumbwaiters , va ults, public address systems, and telephone systems . BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • C-9 151866.21P, p. 9 11/8/2021 Limited Accessibility Compliance Provide a general statement of the subject building's likely compliance to the Americans with Disabilities Act to help identify whether Client may be exposed to issues and whether there is the need for further review . Suspected Fungal Growth BV will perform a limited assessment of accessible areas for suspected fungal growth. If we discover the presence of mold, conditions conducive to mold growth, and/or evidence of moisture, elevated relative humidity, water intrusion, and mildew-like odors -the affected areas will be photographed and recommendations for any additional moisture intrusion studies will be made. Environmental Features BVwill review environmental features of the property, to include appearance, cleanliness, acoustics, ventilation, and humidity. Lead-based Paint A review of existing testing data and other documentation regarding lead-based paint that is available onsite is included in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop cost estimates for remediation of paint necessitated by pending renovations. BV has the capability to provide a licensed lead-based paint inspector to conduct testing using an x-ray fluorescence analyzer at the Project as an additional service. The instrument is completely non-destructive and yields instantaneous results. Asbestos A review of existing testing data and other documentation regarding asbestos that is available onsite is included in the cost of the Facilities Condition Assessment. BV will evaluate physical condition and will develop cost estimates for remediation of asbestos likely to be disturbed by renovations. If asbestos testing is requested, BV will provide a licensed asbestos inspector to collect samples of suspect asbestos-containing materials at the Project as an additional service. Scope of this sampling will be determined after review of existing data, costs will be based on daily rate plus the cost of analysis. Energy Conservation Analysis As part of the analysis of all evaluated systems mentioned above, BV will consider energy conservation savings when making repair or replace recommendations and include these projects in the project prioritization. BV can provide as additional services an Energy Audit (ASHRAE Level I, II, or Ill) or Benchmarking (E nergyStar) services. Ranking and Classification Based upon our observations, research and judgment, along with consulting commonly accepted empirical Ex pected Useful Life (EUL) tables; BV will render our opinion as to when a system or component will most probably necessitate replacement. Acc urate hi storical replacement record s provided by the facility m anager are typi ca lly the best source for this BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • C-10 151866.21P, p. 10 11/8/2021 data. Exposure to the weather elements, initial system quality and installation, extent of use, the quality and amount of preventive maintenance exercised are all factors that impact the effective age of a system or component. As a result, a system or component may have an effective age that is greater or less than its actual age. The Remaining Useful Life (RUL) of a component or system equals the EUL less its effective age. Condition Ranking of Building Systems/ Equipment BV can rate the condition of each facility building system or component with this or another Client-specified five- point scale: 5 4 3 2 1 Excellent Good Adequate Marginal Poor No visible defects, new or near new condition, may still be under warranty if applicable Good condition, but no longer new, may be slightly defective or deteriorated , but is overall functional Moderately deteriorated or defective, but has not exceeded useful life Defective or deteriorated in need of replacement; exceeded useful life Critically damaged or in need of immediate repair; well past useful life BV can also include alternative categories to rank and weight priorities as required by the Client, such as functional deficiencies, aesthetics, time-based urgencies, and other mission critical factors. Priority Classes The analysis will include all cost observations ranked by Priority Classes. The five classes below are typical but can be altered to meet your specifications and needs: Priority 1: Currently Critical (Immediate): Requiring immediate action including a cited safety hazard and areas of accelerated deterioration, returning a building component to normal operation. Priority 2: Potentiaffy Critical (Year 1): Requiring action in the next year including components experiencing intermittent operations, potential life safety issues, and rapid deterioration, returning a building component to normal operation. Priority 3: Necessary -Not Yet Critical (Years 2-3): Requiring appropriate attention to preclude predictable deterioration, potential downtime, additional damage, and higher costs to remediation if deferred further. Priority 4: Recommended (Years 4-10, 15, 20): Representing a sensible improvement to the existing conditions (not required for the most basic function of the facility; however, will improve overall usabilit y and /o r reduce long-term maintenance costs). Priority 5: Does Not Meet Current Code but "Grandfathered": No Action required at this time but should substantial work be undertaken correction would be required. Unformat Categories The deficiencies observed will be classified into categories such as those below using the Uniformat System: AlO Found ations A20 Basement Construction BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • • • • • • • • • C-11 151866.21P, p. 11 11/8/2021 B10 Superstructure B20 Exterior Enclosure B30 Roofing Cl0 Interior Construction C20 Stair C30 Interior Finishes DlO Conveying D20 Plumbing D30 HVAC D40 Fire Protection D50 Electrical ElO Equipment E20 Furnishings FlO Special Construction F20 Selective Building Demolition Cost Estimating BV's cost estimating database is comprised of RS Means data and further customized with proprietary cost tables developed by BV, based on historical and localized actual costs. BV maintains and updates our Uniformat-based cost estimating system with information received from the field. Through construction monitoring work, we have current cost data from hundreds of in-progress construction and rehabilitation projects. This data allows us to calculate costs based on local conditions to maintain a cost database that is typically more current than RS Means' models. Each report will include a Capital Needs Analysis including an estimated cost for each system or component repair or replacement anticipated during the evaluation term. The report will provide options for repair of the deficiency, and the capital needs analysis will be presented as an Excel-based cost table that includes a summary of the description of each component, the age and estimated remaining useful life, the anticipated year of repair or replacement, quantity, unit cost and total cost for the repair of each line item. A consolidated Capital Needs Analysis will be presented that includes all anticipated capital needs fo r all buildings. The cost estimate for capital deficiencies will be based on the estimate for maintenance and repair, but may at Client's option, also include project management costs, construction fees , and design fees. Project management costs, construction fees, and design fees will be derived using actual costs from previous projects. After determining these costs, we will confirm these costs with your staff. Report Deliverables BV will provide a report including a description of each of the building components an d systems as described in the approach sections above. Each report is organized by building system and will include digital photos of major systems and components and of all deficiencies identified. Reports will include current and anticipated repairs and deficiencies, recommended repair and component life-cycle replacements, and applicable options for repair or maintenance of building components. The Capital Needs analysis will include a cost database sorted by building system and ranked by priority for repair. The format of the database will allow for reporting by buildin g, by system, or by priority for repair, and a yea r-by- year analysis of capital needs. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M • • • • • • • C-12 151866.21P, p. 12 11/8/2021 Facility Condition Index A Facility Condition Index will be calculated for each building. This index will be a function of required repairs compared to building replacement costs. The Facility Condition Index will be generated from the data collection/capital planning database and will be updated as components age or are replaced. Capital Plan Reports will reflect a 5 year capital plan based on BV's 20-year building system evaluation. The analysis will include a cost table sorted by building and system and ranked by priority for repair. Tables will allow for the customization of reporting and a year-by-year capital needs analysis . The report will include: An Executive Summary with graphic presentation of results to provide a quick, user-friendly summary ofthe property's observed condition and estimated costs assigned by category. These estimated costs shall be cross-referenced to report sections where an elaboration of cost issues will be presented. Components observed that are exhibiting deferred maintenance issues and estimates for immediate and capital repair costs based on observed conditions, available maintenance history and industry-standard useful life estimates. If applicable, this analysis will include the review of any available documents pertaining to capital improvements completed within the last five-year periods, or currently under contract. BV shall also inquire about available maintenance records and procedures and interview current available on-site maintenance staff. Recommended schedule for replacement or repairs (schedule of priorities). Digital photographs for the buildings including photos of deficiencies. General description of the property and improvements and comment generally on observed conditions. Critical repairs and life safety issues separately from repairs anticipated over the term of the analysis. Facility Condition Index (FCI) number for the building. BV will submit draft reports electronically via PDF format and once approved and finalized , a program summary report is provided to include a roll-up of all prioritized capital needs across all facilities. All electronic copies of the report will include all text, deficiency tables, digital photos, and supporting documentation and report appendices. Deficiency Categories/ Plan Types Each deficiency identified in the Assessment shall be classified in the following manner (or othe r Client defined categories): Category 1-Scheduled Maintenance: Maintenance that is planned and performed on a routine basis to maintain and preserve the condition. Category 2-Deferred Maintenance: Maintenance that was not performed wh en it was scheduled or is past its useful life resulting in immediate repair or replacement. Category 3 -Capital Renewal: Planned replacement of building systems that have reached the end of their useful life. Category 4 -Energy and Sustainability: When the repair or replacement of equipment or systems are recommended to improve energy and sustainability performance. Category 5-Security: When a system requires replacement due to a security risk or requirement. Program-wide Report In addition to each building report, BV will develop a Program -wide Report that includes a ra nked sys tem-wide Capital Plan for all facilities with programmatic conclusions and re commendations. BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M ▪ ▪ ▪ ▪ ▪ ▪ o o o o o ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ C-13 151866.21P, p. 13 11/8/2021 The Program Report includes a brief narrative description of each facility/building component and system, and discusses the current, anticipated repairs, deficiencies, and of all buildings assessed. The Program Report analyses will include tables sorted by building system and ranked by priority for repair. The format of the tables will allow for the several perspectives of reporting by FCI, building, system, or priority for repair, and a year-by-year analysis of capital needs. Sustainability Efforts -Digital Reports BV regularly takes measures to minimize impacts to the environment in the delivery of services. In lieu of printing reports and meeting minutes, BV makes an effort to be stewards of the environment by using digital distribution for materials. When appropriate, we suggest that in-person meetings be done by teleconference or video conference -in order to reduce our carbon footprint. Assessment Software: AssetCALC™ BV will utilize AssetCALC™ as its platform for all data collected on this project. AssetCALC™ is a cloud platform developed, licensed, maintained, and supported solely by BV for our clients. The use of this software is at your option and there are no licensing fees for this software for one (1) year. AssetCALC™ is a web-based SQL database platform that enables users to: query, edit, and analyze their facility condition data plan immediate and short-term repairs budget capital expenditures throughout the life-cycle of a building or an entire portfolio The system unites BV's experienced field data collection methods with advanced planning and reporting tools, construction cost libraries, location mapping (GIS) features, digital photo management, and document storage. Data Development AssetCALC™ includes a configurable facility hierarchy and asset data architecture -this will include all of your assets grouped based on site location, asset group, and function. Data can be exported to an Excel, XML, or an ODBC database format compatible for upload into your CMMS, EAM, IWMS, or work-order systems. Features Include: Facility Condition Assessment access: Component/system descriptions Locations Conditions and EUL/RUL Repair and replace recommendations Digital photos Search and Sorting Functionality Prioritization of maintenance projects UniFormat 2010 Cost Database Project Budgets and Capital Plans Unlimited concurrent user licensing Secure IT platform and back-ups Client is the owner of data collected and residing in the database Online User Training and Documentation BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ • o ▪ o ▪ o ▪ • o o o • C-14 151866.21P, p. 14 11/8/2021 Reporting: AssetCALC™ includes more than a dozen standard options for data summaries and reports: Facility Condition Index (FCI) Calculation Reporting Rank and Prioritize Capital Improvement Projects Deferred Maintenance Backlog Facility Queries (by building, priority, system, or dollar deficiency amount) Capital Budget Planning Yea~b~YearCaprtalNeedsAna~s~ 5, 10, or 20-Year Replacement Reserve Reports Custom 3rd party form automation available Screen Shots Actual screen shots of BV 's AssetCALC™ Database and a live demo are available upon request. Integration with CMMS/IWMS BV will be delivering to Client a live asset management plan that can be maintained and kept up-to-date by staff. BV will provide training to staff on maintaining the on -goin g monitoring pro gram to t rack facilities, work pe rformed , re-prioritization of maintenance projects, and how to update this information in the database. The data from the FCA can be ex ported for data migration to most CMMS/IWMS systems . BV can export the data from our data collection tool to a compatible format (Excel Spreadsheet, Access Database, or SQL format) to be used by the Client's IT department for future integration. Onc e your CMMS provid es us with th eir fi eld maps -we can match their data fields and provide a data file for manual upload by your CMMS into their system. BV has created several cu stom AP ls to transfer our data directly into some third party sy stems. Option: Equipment and Asset Inventory During the assessment, each field team will be responsible for collection and storing the inventory and condition assessment dat a in an electronic format that i s readily transferable to a standardize d CMMS /IWMS system . BV will collect information on the major pieces of facility equipment. Specifically, the data collection will focus on the following components: HVAC (level of d etail for which Preve ntive Maintenance would be p e rform ed) Heating System Id entify boilers, fu maces, unit heate rs and m ajorlabe led equipment Ventilation System Identify the major labeled equipment; exh a ust ho ods, fan s Ai r Conditioning System Electrical Id entify the m aterial air-conditioning components, includin g coolin g t owers, compres sors, chille rs, package un its, roo f top un it s, split sys t em s and m ajor label ed equipment. Excluded are window units, terminal units, VAV bo xes, and the rmostatic controls Major panels only-for identification to track m aintenan ce Transformers Switch gea r Equipment BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M o • o o o • o o o o o o • • o ▪ ▪ ▪ • • • • • • • o o o • C-15 151866.21P, p. 15 11/8/2021 Building Automation System Plumbing Pumps external to HVAC systems Domestic Hot Water heaters over 80 gallons Other major labeled equipment Commercial Kitchen-major equipment (above approximately $2000 value) Walk-in freezer and refrigerator equipment Ovens, stoves, broilers, grills Ice makers and ice bins Reach-in refrigerators and freezers Dishwashers Fryers Vertical Transportation Life Safety/Security High Level (system level) only-for identification to track maintenance Alarm Panels Emergency generators Exhaust hood fire suppression Where appropriate, the following data will be collected for each component: Location data Serial Number Manufacturer Manufactured Date Option: Barcoding / QR Coding For the above referenced equipment, BV will apply a durable barcode / QR code with a unique number for use as an identifier in the CMMS system. We will use a vinyl tag for indoor applications, and a durable foil tag for outdoor use. Barcode / QR code numbers will be recorded in the database and all future work orders etc., and can be tied back into a single piece of equipment or system. Option: Preventive Maintenance Schedules Service BV will provide preventive maintenance (PM) schedules for the equipment listed in the equipment inventory provided by client. Preventive maintenance schedules will include the following info rma tion: Safety precautions specific to the recommended PM instructions Description of tools required for recommended PM instructions. Tool list will not be exhaustive but identify common tool sets and specialty tools required for tasks. Recommended preventive maintenance instructions and frequencies specific to the equipment classification and type. PM instructions are based on the following sources: Prevailing national standards Survey of Common Manufacturers recommendations Industry best practices Estimated labor hours required to complete each PM work order BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M • • C-16 151866.21P, p. 16 11/8/2021 BVwill provide the PM schedules in spreadsheet format suitable for upload into clients CMMS. Spreadsheet will also contain analysis of PM labor hour requirements for use by client for planning purposes. BV will review PM schedules with client and adjust frequencies and start dates as required to meet clients' needs and match available resources . Seismic Risk Analysis BV will perform a seismic risk analysis of the subject property and provide a professional opinion of the estimated damage that may result from a seismic event that has a 10-percent chance of exceedance in a 50-year exposure period, or a 475-year return period. BV's professional opinion of the seismic risk is expressed as a seismic loss damage ratio. The assessment will utilize the ASTM Standard E2026-16a and E2557-16a definitions for Scenario Expected Loss (SEL-osrl and Scenario Upper Loss (SUL-08£). The seismic loss damage ratio (commonly referred to as Probable Maximum Loss -PML ) will be defined by the ASTM E 2026-16a term, Scenario Expected Loss Design Basis Earthquake (SEL.oeE) as follows: Scenario Expected Loss (SEL-osE) is defined as the estimated mean (expected) building damage loss (Commonly referred to as the Probable Maximum Loss, PML) to a building resu I ting from a specified seismic induced ground motion, with a 10% probability of exceedance in 50 years (475-year Design Basis Earthquake peak ground acceleration). Scenario Upper Loss (SUL-08£) is defined as the estimated 90 th percentile confidence level loss in which 9 out of 10 buildings would not exceed the specified upper limit damage loss resulting from the specified seismic induced ground motion (475-year Design Basis Earthquake peak ground acceleration). The process involved in determining the seismic loss assessment value is not exact, and is subject to various estimates and projections. Among the inexact parameters are the underlying soil response, the characteristics of the projected earthquake, the influence of the path of seismic waves from the ground fault to the site, and the building's actual structural response. At present, there is no universally accepted methodology for estimating seismic structural risk. To a large degree, the method chosen depends on the subjective interpretations and judgments of the professional engineer, and on prevailing consensus in the engineering profession as to which methodology might yield better results given certain assumptions. BV's analysis employs the damage prediction method developed by Charles C. Thiel, Jr., and Theodore C. Zsutty (see their article entitled "Earthquake Characteristics and Damage Statistics ", Earthquake Spectra, vol. 3, no. 4, November, 1987). The method correlates the expected damage estimate to a statistical model, which combines historical earthquake damage records, expert opinion data from Applied Technology Council damage curves (ATC-13), peak ground acceleration, soil characteristics and the structural system. Sources of analytical data will include ground fault and acceleration data provided by the U.S. Geological Survey Probabilistic Seismic Hazard data base, as well as general ground fault and soil data obtained from applicable geologic and fault activity maps. BV's basic seismic risk analysis will include evaluation of the following site and facility parameters: (a) Perceived quality of the original design (neither quantitative measurements nor design ca lculations are performed in this phase); (b) Perceived quality of construction, including a visual verification of th e presence of a lateral-load resisting stru ctu ra I system, as well as structu ra I retrofitting (if applicable); (c) Building characteristics, including structural system classific ation , number of stories, date of construction, foundation type, and perceived structural irregularities. The building data so obtained will be evaluated in light of published consensus on the recorded performance of similar buildings durin g pa st seismic events . (d) Site characteristics, including proximity to ground faults, the earthquake-magnitude (and resulting horizontal ground acceleration) risk posed by such faults, and the type of soil in the general area (neither geotechnical investigations nor ground-water level determinations are pe rformed in this phase). Document and Structural Drawing Review: BV will review Client-supplied documents such as structural and architectural drawings, geotechnical reports, and repair/retrofit documents which are made available p rior to completion of the assessment. The information and conclusions presented in such documents will be pres umed to be true and correct. BV requests copies of the architectural and structural construction drawings and the project BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M C-17 151866.21P, p.17 11/8/2021 geotechnical report. Levels oflnvestigation: The ASTM E2026 Guide defines four levels (Level 0, 1, 2 and 3) of investigation as discussed below . In general, Level 0 is reserved for use as a screening tool to determine whether a single property or portfolio of properties warrant more detailed investigation. Level 1 incorporates a site visit and engineering evaluation by a qualified, licensed engineer to identify material deficiencies and structural design details that affect the expected seismic performance. Level 2 and 3 incorporate additional engineering evaluation and modeling of the building structural system , and are not proposed as part of this scope of work. The following are BV's standard target levels of investigation for Level 0 and Level 1 SRAs : ASTM E 2026-16a Investigation Component LevelO SRA Level lSRA Ground Motion Level 1 (GMl) Level 1 {GMl ) Site Stability Level 1 {SSl) Level 1 (SSl) Building Damageability Level 0 {BD0) Level 1 (BDl) Building Stability Level 0 (BSO) Level 1 {BSl ) Content Damageability n/a n/a Business Interruption n/a n/a Levels of individual investigation components may be adjusted based on availability of information. Report Limitations: BV furnishes no warranties, certifications or guarantees as to the structural integrity of the building studied, or how the building will actually fare in the event of an earthquake, or that the subject building is safe to occupy and use. Furthermore, BV's seismic risk analysis does not account for the possible loss of equipment, inventory, or other personal property, monetary loss due to business interruption, or other dama ges that may result from a seismic event. Proposed Billing Schedule of Values T he pricing stated herein is fixed p rice for the scope detailed herein. BV will invoice monthly for work completed in prior month. BV will invoice 95% of allocated fees for submittal of draft report and 5% balance upon submittal of final reports. This is done as a conveni e nce to client and does not reflect a ny red uctio n i n total fee in ev ent client does not pursue final reports. An invoice for the 5% balance will be submitted upon submittal of fin al reports or 60 days from submittal of draft reports whichever is sooner. All invoices will be payable within 30 days or upon the closing of the transaction, whichever comes first. BV proposes the following billing schedule: Proje ct Start-Up, Ki ck-Off, and Assessments 45 % Draft Reports (invoiced monthly) 50% Fin al Report and Review 5% BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE 1100, OW INGS MIL LS, MD 211 17 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M C-18 151866.21P, p. 18 11/8/2021 Project Authorization To co ntract with BVTA for th is p roje ct, p lease review and edit the in formation below, sign, and re turn th e entire agree m ent to BVTA Client Contact & Report Addressee: Mr. Jam es O'Ne ill City of Ra ncho Pa lo s Ve rd es 30940 Ha wthorne Boul eva rd Ra ncho Palo s Verd es, Californ ia 90275 Phone: (310) 544-5247 Email: jonei l l@ rpvca.gov Project Information : Property Name: City of Ranc ho Palos Verdes City/County: Ranc ho Palo s Verd es Building Information: Type of Project: Go vernm ent / Park s Sites: 8 Acres: Various Report & Invoice Recipie nt: Mr. Ja mes O'N eill City of Ranc ho Palos Ve rdes 30940 Hawth o rne Bo ulev ard Ranc ho Palos Verd es, Ca l ifo rni a 90275 Address: State/Zip: Californ i a Square Feet: Va rious Report Delivery Date: require d. 45 bu si ness days from rec eipt of signed "Proj ec t Auth orizat io n" t o pro ce ed, sit e co ntact and mobili zat ion fee, if Service(s) Lump Sum Fee(s) USO Initia l Faci lit y Con d it ion Assessment $3 6,839.75 Option : Asset Inve ntory for CM MS $ 2,500.0 0 Op tio n: Pr eve nt ive Ma int en an ce Routi nes/ Sc hedul e $ 3,500.0 0 Op t ion: Seismic Risk Ana lys is (P ML) -8 Sites $15,6 00.0 0 Op t io n: Expa nd ed El ec t rica l Infrared Th ermograp hi c Survey $6,510.00 Op tion: CC TV -Bu dget (up to 20 li nes ) $6,160 .00 Op t ion : Barco de/Tagging -inc l udin g Labe ls (qty 1000) $2,364.00 Ema il Full Rep ort (P DF) Electronic Report Deliverables: BVTA 's sta ndard electron ic de livery is th rough automate d email li nks to our reports. If you prefer on alternate delivery meth od, p lease select one of ou r options listed below: D Dropboxrn D Posted to BVTA Webs ite D Posted to Yo ur Webs ite Site Point of Contact: (t he POC shal l be de emed an agen t of the client for providing access and conveying si te data) I POC I POC Pho ne: POC E-ma il : POC Ce l l : Invoi cing: (Se lect ON E of th e fol/ovvi ng to assure invoices appea r as required by your Accounts Payab le Deportment) Co nso li da t ed In vo icing by: D One (1) Co nso lidated In vo ice (e.g.1 invoice per signed En g ag ement) Individua l Invoicing by D Property(ies) D Service Type(s) D Pro pe rty and Se rv ice Type I have re ad an d veri fied t he acc ura cy of t he i nfo rma ti on set forth abo ve, and in Pro posa l No.1 51866 .21P, i nclu d ing th e lega l name of th e Cli en t. I he reby ce rt ify t hat I am an emp loyee authorized t o sign th is co nt ract o n beha lf of t he Cl ie nt, and by my signa ture below I he reby accept t he Pro posal , as addresse d to my com pany and autho ri ze BVTA to p roceed with t he Se rvi ces as descri bed. Shou ld any proj ect i nfo rm ation ch ange, I un dersta nd that add itiona l fees may accr ue, and t he due date may be extende d. Auth ori zed Sign ature Co mpa ny Na m e (Printed Na me) Pho ne# Title Date BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M D-1 November 8, 2021 Via Email: jo ne ill @rpvca.gov Mr. J ames O'Ne ill, Proje ct Manager City of Ranch o Palos Verdes 30940 Ha wth orne Bouleva rd Ranc ho Pa los Ve rd es, Ca lifornia 902 75 RE: City of Rancho Palos Verdes -Asset Management Consulting Pro posal No: 151866.21P - rev l Dear Mr. O'Neill: BUREAU VERITAS We are pleased t o provide City of Rancho Palos Verdes (herei nafter referr ed t o as "C lient") with the followin g prop osa l. If accepted , Bureau Ve rit as Techn ica l Assessments LL C (h ereinafter referred to as "BVTA") w ill per fo rm th e se rvices listed be low (co llect ive ly, the "Servi ces ") meeting the spec ifi ca tions hereafter described. Property(iesl City of Rancho Palos Verdes -Ra nch o Pa los Verd es, California I T&E -See Rate Schedu le Optio n: Cit yWo rks Reco nc il iation -$2500 -o ne yea r + Ass et Ca lc $2,500.00 / a nn u al All fees referr ed to in this document are express ed in US Dol lars. Th e prop osed fees are l imited to th e spec ifi c Se rv ices de sc ribed in this Propo sa l, performed acco rdin g t o the re qu iremen ts of the co rre spo nd in g AS TM st and ar d pra ct ices, or Client-s peci fi ed Protocols. Timing BVT A's repo rt(s) will be delivered within TBD full bu sin ess/working days after notice t o pr oce ed. Aft er en gagem ent, a call wil l b e pla ce d t o th e des ignated o nsite Point o f Contact (PO C) pro vided by th e Cli ent i n o rd er t o schedu le th e site visit(s) .. Documents to be Furnished by Client In orde r to facilitate a cursory review of pre -ex isting doc uments for each Pr oje ct , BVTA as ks to be furn ishe d with electron ic o r printed co pi es of availabl e site i nforma t ion. Ple ase feel free to contact me at (8 00 ) 733-0660 x.27 04 or Erik.Piller@bureau veritas .co m sho uld yo u have an y q uestions . BV TA we lco mes th e opportunity t o be of se rvice. Since rely, Burea u Veritas Tec hnica l Assess ments LL C Erik S. Pill er. Se ni o r Vice Pres id en t , Sa les and Marketing Attachments · Description of Servic es, Proj ect Authorization BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUREAUVERITAS.CO M D-2 151866.21P, p. 2 11/8/2021 Description of Services Asset Management Consulting 1) Ongoing Consulting Support-$2.500 per annum a. BV will put in place a program to provide annual support of the capital budgeting program and the upkeep of the AssetCALC database b. Annual review of database -updating all completed projects -setting up replacement components, tracking replacement costs, actual vs budget i. Update will include reviewing documentation and interview with regional managers will be contacted and interviewed to determine if projects in the short-term plan have been completed. c. Update of unit costs in the AssetCALC cost library-reconcile BV cost library against current RSMeans or other national database. d. Data will be migrated to CityWorks. 2) Includes 1 year of AssetCalc subscription per annum. On-Call Inspection BV is available to the City of Rancho Palos Verdes for as-needed assessment, inspection, and plan review services . Disciplines include Architectural, Structural, Civil, Mechanical, and Electrical. BV will provided City with prioritized emergency response timing (48 hour or less). Team Role Hourly Ra t e ($) Pro j ect Executive $175.00 Program Manager $135.00 Pro j ect Manager I / Assesso r $115.00 Pro j ect Manager II / Assessor/ CASp $125.00 Qua li t y Contro l Manager $135.00 Techn ica l Repo rt Reviewer $105.00 Administrative $60.00 BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OWINGS MIL LS, MD 2lll 7 P 800 .733 .0660 I F 410 .785 .6220 I WWW.US.BUR EAUV ERITAS .CO M D-3 151866.21P, p. 3 11 /8/2021 Project Authorization To con tract with BVTA fo r th is p rojec t, please re view and edit the info rma tion below, sign, and ret urn the entire agreement to BVTA Client Contact & Report Addressee: Mr. Ja mes O'Ne ill City of Rancho Pa los Ve rdes 30940 Haw th orn e Boul eva rd Rancho Pa los Verdes, Califo rn ia 90275 Phone: (310) 544 -52 47 Email: ionei l l@ rpvca gov Project Infor mation : Property Name: City of Rancho Pa los Verdes City/County: Ranc ho Palo s Ve rd es Buildin g Informatio n: Ty p e of Project: Gove rnm en t / Park s Sites: 8 Acres: Vario us Re port & Invoice Recipien t: Mr. James O'N eill City of Ranc ho Palos Ve rdes 30940 Hawth o rn e Bo uleva rd Ra nc ho Palos Verd es , Ca l ifo rn ia 90275 Address: State/Zip: Californ i a Squ a re Feet: Va rious Re port Delivery Date: if requ ired . TBD busin ess d ays from rece ipt of sig ned "Proj ect Autho ri zat ion" t o proceed, site contact an d mo b ilizat ion fe e, Asset Manageme nt Cons ulti ng Option : Ci t yWorks Recon ciliat i on -$2500 -o ne yea r + AssetCa lc El ectronic Rep o rt Delivera bles: Bl/TA 's standard electron ic de livery is through automated email links to our repo rts. If you prefer an alterna te delivery me thod, please select one of our options listed belo w: D Drop b ox™ D Post ed to BV TAWebs ite D Posted t o You r Webs ite Site Po in t of Con tact: (th e POC shall be deemed an agent of the client for providin g ac cess and conveying site data) I POC: I POC Phon e: POC E-ma il : PO C Ce l l : Invoicin g: (Select Qt:J.£ of the foll owing to assure invoices appea r as required by you r Accou n ts Payab le Deportment) Co nso lida t ed Invo ici ng by: D One (1) Co nso lidated Invo ice (e .g.1 invoice per signed En g agem ent) Ind ividua l Invo icing by D Prop ert y(ies) D Se rvice Type (s) D Property and Servi ce Type I have read and ve rified t he accuracy of t he i nfo rmation set fo rth above, and in Prop osa l No.151866.2 1P, includi ng th e legal name of t he Client. I hereby ce rtify that I am an emp loyee au th ori ze d t o sign th is co nt rac t on beha lf of t he Cli ent, and by my signa ture below I he reby ac cept th e Prop osal, as addressed to my company and auth oriz e BVTA to p ro ceed w it h t he Services as descri bed. Sho uld any pro j ec t information change, I un dersta nd t hat add itiona l fee s ma y ac cr ue, and t he due date may be extende d. Auth orized Signature Co m pa ny Na m e (Print ed Name) Phone# Title Dat e BUREAU VERITAS 10461 MILL RUN CIRC LE, SUITE ll00, OW INGS MIL LS, MD 2 lll 7 P 800.733 .0660 I F 410.785 .6220 I WWW.US.BUREAUVERITAS.CO M Page 1 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 City of Rancho Palos Verdes Request for Proposals ENGINEERING SERVICES FOR THE CITY’S FACILITIES ASSET MANAGEMENT PROGRAM Public Works Department Attention: James O'Neill, Project Manager 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Phone: (310) 544-5247 | Email: joneill@rpvca.gov RFP Release Date: July 16, 2021 Request for Clarification Deadline: 4:30 p.m. July 28, 2021 RFP Submittal Deadline: 4:30 p.m. August 10, 2021 E-1Pl Page 2 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 ENGINEERING SERVICES FOR THE CITY’S FACILITIES ASSET MANAGEMENT PROGRAM The City of Rancho Palos Verdes is requesting proposals from qualified consulting firms for Engineering services for the City’s Facilities Asset Management Program. All correspondence and questions regarding this RFP should be submitted via email to: James O'Neill, Project Manager Email: joneill@rpvca.gov To be considered for this project, submit an electronic copy of the proposal to the above email address by 10:00AM, on August 10, 2021 E-2 Page 3 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 TABLE OF CONTENTS I. Introduction Page 4 II. Project Objective Page 4 III. Project Description and Background Page 4 IV. Scope of Services Page 4 V. Preliminary Project Schedule Page 5 VI. Necessary Qualifications and Submittal Requirements Page 6 VII. Submission of Proposal Page 8 VIII. Evaluation and Selection Process Page 8 IX. Attachments Attachment A – Site Locations Page 11 Attachment B – Sample Professional Services Agreement Page 12 E-3 Page 4 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community, with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private) and some services are delivered by the City’s own employees. City Government: Rancho Palos Verdes is a General Law City and has operated under the Council-Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists o f five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The purpose of this document is to provide proposers with the information needed to submit a proposal for review by the City and, if selected, enter into a Professional Service Agreement with the City. Enclosed is a blank Professional Services Agreement form for proposers’ review. II. PROJECT OBJECTIVE The City is seeking a comprehensive report on the existing conditions of its main facilities (excluding the Ladera Linda Community Center) and formal recommendations on maintenance, repairs and replacement of components. III. PROJECT DESCRIPTION AND BACKGROUND The City’s Facilities Asset Management Program is being established and is intended to assess and maintain City Facilities regularly. This initial step is intended to inspect the existing facilities and determine their condition, and to obtain formal recommendations for a schedule of needed maintenance, repairs and replacement of components, with estimated costs. IV. SCOPE OF SERVICES The City is accepting proposals for Engineering Services to support the City’s Facilities Asset Management Program through inspections and assessments of City facilities and formal recommendations. SCOPE OF WORK 1. Performing a comprehensive inspection of the existing conditions of the City’s five main facilities (the Civic Center buildings (4), Eastview Park, Hesse Park, the Point Vicente Interpretive Center (PVIC), and Ryan Park) E-4 Page 5 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 2. Creating a formal report with the following components: a. Explanation and definitions for condition rating system b. Condition rating for each component c. List of required maintenance, repairs, and replacement; by component d. Categorization of maintenance, repairs, and replacement; such as safety, code compliance, regulatory compliance, functionality, preventative maintenance to extend useful lie, etc. e. Recommended prioritization of maintenance, repairs and replacement f. Estimated costs for each recommended maintenance, repair or replacement item listed (including soft costs, contingencies and escalation) i. Life-cycle dollar value of benefit derived from each maintenance, repair or replacement action; for example, preventative maintenance action “A” extends the life of component by “X” years such that replacement only needs to occur once in a period of “Y” years instead of twice; with a capital outlay savings of “Z” g. Recommended schedule for maintenance, repairs and replacement 3. Creating a PowerPoint presentation to present the report to: a. Staff (initial draft) b. Infrastructure Management Advisory Committee (revised draft) c. City Council 4. Revising the report, its components, and associated PowerPoint presentation after each formal review (staff review and Infrastructure Management Advisory Committee) 5. Finalizing the report after City Council review Consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the above-noted tasks, where appropriate, and provide suggestions which might lead to efficiencies and enhance the results or usefulness of the work. Deliverables As part of the Services, Consultant will prepare and deliver the following tangible work products to the City. 1. A formal report with the components outlines above City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or E-5 Page 6 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 record materials for service deliverables, and provide comments. Consultant is required to revise draft deliverables to address City staffs’ comments. V. PRELIMINARY PROJECT SCHEDULE A. RFP Schedule The following is the anticipated schedule for the RFP process: Request for Proposal available July 16, 2021 Request for Clarification due July 28, 2021 Proposals due August 10, 2021 Anticipated Notice of Award September 21, 2021 B. Anticipated Project Schedule Inspections October 2021 Draft Report, estimates, schedule, PowerPoint, etc. November 2021 Presentation to Infrastructure Management Advisory Committee January 2022 Present to City Council February 2022 Please note that this schedule is preliminary. It is included to provide the Consultant with a sense of the expected timeline for the Scope of Service and emphasize the urgent nature of the work and the City’s expectation that the Scope of Services will be completed as quickly as possible. The ideal Consultant candidate will have available resources and personnel, either in-house or under subcontract, to ensure the completion of the Scope of Services at the earliest possible time. VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS 1. Only one proposal per firm will be considered. 2. The submittal should be typed and as brief as possible while adequately describing the qualifications of the firm. The final submittal shall be sent as a PDF via email to James O'Neill, Project Manager at joneill@rpvca.gov. 3. The proposing firm shall submit the following information with the package, including the same information for subcontractors, in the following format: a) Cover Letter: Provide the name, address, and phone number of the firm; the present staff (size, classification, credentials); the primary contact’s name, phone number, and email address; any qualifying statements or comments regarding the proposal; and identification of any sub-consultants and their responsibilities. Identify the firm’s type of organization (individual, partnership, E-6 Page 7 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 corporation), including names and contact information for all officers, and proof that the organization is currently in good standing. The signed letter should also include a paragraph stating that the firm is unaware of any conflict of interest in performing the proposed work. (No more than two pages) b) Approach to Scope of Services: Re-state the Scope of Services with any additions, expansions, clarifications, or modifications that the firm proposes in order to provide the services and produce the deliverables contained in this RFP. Describe how completing the Scope of Services will be approached and any cost-saving or value-adding strategies or innovations the firm will bring to the project. (No more than two pages) c) Organization and Staffing: Identify the person who will be the Project Manager and primary contact person responsible for the overall delivery of the project. Provide an organizational chart of the project team that clearly delineates communication and reporting relationships among the project staff and among the sub-consultants involved in the project. Identify key personnel to perform work in the various tasks and include major areas of subcontracted work. Indicate the expected contributions of each staff member in time as a percentage of the total effort. Specifically show the availability of staff to provide the necessary resource levels to meet the City’s needs. Indicate that the Project Manager and key staff will remain assigned to this project through completion of the Scope of Services. (No more than two pages) d) Staff Qualifications and Experience: Describe qualifications of the assigned staff and sub-contractors including relevant technical experience. Staff assigned to complete the Scope of Services must have p revious experience in providing the necessary services as described under the Scope of Services. A registered Professional Engineer must be the Project Manager. Description of Consultant’s experience should include:  Prior Experience: Demonstrate that the firm has significant experience providing services similar to those described under the Scope of Services. (No more than two page)  Staff Qualifications: Provide resumes for the Project Manager and any other key staff members to be assigned to contribute to the Scope of Services, with an emphasis on similar services which they provided to other agencies. (No more than ten pages)  Reference Projects: Include at least three projects with similar scope of services performed by the project team within the past three years and E-7 Page 8 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 indicate the specific responsibilities of each team member on the reference project. Provide contact information for each client. (No more than ten pages) e) Project Schedule: Provide a detailed critical-path-method schedule for completion of the tasks and sub-tasks required to accomplish the scope of work. Note all deliverables and interim milestones on the schedule. (No more than one 11” x 17” page) f) Quality Control Plan: Describe the quality control procedures and associated staff responsibilities which will ensure that the deliverables will meet the City’s needs. (No more than one page) g) Acceptance of Conditions: State the offering firm’s acceptance of all conditions listed in the Request for Proposal (RFP) document and Sample Professional Services Agreement (Attachment D). Any exceptions or suggested changes to the RFP or Professional Services Agreement (PSA), including the suggested change, the reasons therefore and the impact it may have on cost or other considerations on the firm’s behalf must be stated in the proposal. Unless specifically noted by the firm, the City will rely on the proposal being in compliance with all aspects of the RFP and in agreement with all provisions of the PSA. (No more than one page) VII. Submission of Proposal A. Requests for Clarification Requests for clarification of the information contained herein shall be submitted in writing prior to 4:30 pm on July 28, 2021. Responses to any clarification question will be provided to each firm from which proposals have been requested. It is highly recommended that the prospective consultant firms visit the City to view the project location prior to submitting a request for clarification. B. Confirmation Email Upon submission of proposal to the City, the proposing firm shall request an email confirmation that the proposal was received and retain the email as a record. If an email confirmation is not received, the proposing firm shall correspond with the City until a confirmation is received. VIII. EVALUATIONS AND SELECTION PROCESS 1. Proposals Will be Evaluated Based on the Following Criteria: a) Approach to Scope of Services (25%) E-8 Page 9 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021  Understanding of the Scope of Services as demonstrated by the thoroughness of the proposal, introduction of cost-saving or value-adding strategies or innovations (including those applying to overall project schedule), and an overall approach most likely to result in the desired outcome for the City. b) Proposal Schedule (20%)  Ability to complete the work in the shortest schedule possible (excluding time for review and community meetings). c) Staff Qualifications and Experience (30%)  Relevance of experience of the proposing firm (to provide support resources to the project team)  Relevance of experience and strength of qualifications of the Project Manager  Relevance of experience and strength of qualifications of the key personnel performing the work  Relevance of referenced projects and client review of performance during those projects d) Organization and Staffing (15%)  Availability of key staff to perform the services throughout the duration of the project  Assignment of appropriate staff in the right numbers to perform the Scope of Services  Appropriate communication and reporting relationships to meet the City’s needs e) Quality Control (10%)  Adequate immediate supervision and review of staff performing the work as well as appropriate independent peer review of the work by qualified technical staff not otherwise involved in the project. 2. Selection Process An evaluation panel will review all proposals submitted and select the top proposals. The City will then further refine the scope and schedule with that firm and request a time-and-materials, with a not-to exceed amount, fee proposal. The City will negotiate the fee with that firm. The City reserves the right to negotiate special requirements and proposed service levels using the selected proposal as a basis. If the City is unable to negotiate an agreeable fee for services with top firm, the City will negotiate with the next firm chosen among the top firms. 3. Award Notification The City will notify all proposers in writing of the outcome of the selection process and intent to award. This RFP does not commit the City to award an agreement, E-9 Page 10 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 nor pay any costs incurred in the preparation and submission of the proposal in anticipation of an agreement. The City reserves the right to reject any or all proposals, or any part thereof, to waive any formalities or informalities, and to award the agreement to the proposer deemed to be in the best interest of the City and the Department. 4. Award of Agreement The selected firm shall be required to enter into a written agreement (see sample City agreement in Attachment B) with the City, in a form approved by the City Attorney, to perform the Scope of Services. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final agreement; however, the City reserves the right to further negotiate the terms and conditions of the agreement with the selected consultant. The agreement will, in any event, include a maximum "fixed cost" to the City. E-10 Attachment A Page 11 of 39 City of Rancho Palos Verdes RFP- Engineering Services for the City’s Facilities Asset Management Program July 16, 2021 Site locations Hesse Park PVIC Civic Center Ryan Park Eastview Park E-11 TORRANCE LOf.1ITA PALOS VERDES ESTATES ROLLING HILLS Attachment B 01203.0001/699504.1 EQG 1 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ____________________________________ E-12 01203.0001/699504.1 EQG AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ______________________________________ THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into on ______________________, 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and _________________________, a [form of company] (“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 described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those E-13 Attachment B 01203.0001/699504.1 EQG 2 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 seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $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 E-14 Attachment B 01203.0001/699504.1 EQG 3 the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more tha n 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 (forthy) 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 1½ (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.” Consultant’s Authorized Initials ________ E-15 Attachment B 01203.0001/699504.1 EQG 4 (i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence. 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 E-16 Attachment B 01203.0001/699504.1 EQG 5 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 m ay be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 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 provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. 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 $XXX (_______________ Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $___________ (_____________ Dollars). E-17 Attachment B 01203.0001/699504.1 EQG 6 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. E-18 Attachment B 01203.0001/699504.1 EQG 7 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 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 [INSERT PERFORMANCE PERIOD] 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 [INSERT NUMBER OF EXTENSIONS] additional [INSERT DURATION OF EXTENSIONS]-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: __________________________ __________________________ E-19 - Attachment B 01203.0001/699504.1 EQG 8 (Name) (Title) __________________________ __________________________ (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 agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be [INSERT NAME OF CONTRACT OFFICER] or such person as may be designated by the [INSERT DEPARTMENT HEAD]. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all do cuments on behalf of the City required hereunder to carry out the terms of this Agreement. E-20 Attachment B 01203.0001/699504.1 EQG 9 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own 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 E-21 Attachment B 01203.0001/699504.1 EQG 10 property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems E-22 Attachment B 01203.0001/699504.1 EQG 11 necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specificall y allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 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. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. E-23 Attachment B 01203.0001/699504.1 EQG 12 (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: E-24 Attachment B 01203.0001/699504.1 EQG 13 (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant ’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in E-25 Attachment B 01203.0001/699504.1 EQG 14 providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, E-26 Attachment B 01203.0001/699504.1 EQG 15 response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. E-27 Attachment B 01203.0001/699504.1 EQG 16 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 failin g to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No dela y or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 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 r ight 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 E-28 Attachment B 01203.0001/699504.1 EQG 17 termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 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. E-29 Attachment B 01203.0001/699504.1 EQG 18 Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. E-30 Attachment B 01203.0001/699504.1 EQG 19 Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectl y 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. E-31 Attachment B 01203.0001/699504.1 EQG 20 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 a nd of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execut e and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] E-32 Attachment B 01203.0001/699504.1 EQG 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Eric Alegria, Mayor ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: By: Name: Title: By: Name: Title: Address: 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. E-33 01203.0001/699504.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER____________________________ ___ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _________________________________________ ____ _________________________________________ ____ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. E-34 □ □ □ □ □ □ □ □ □ 01203.0001/699504.1 EQG CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form . CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER____________________________ ___ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _________________________________________ ____ _________________________________________ ____ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. E-35 □ □ □ □ □ □ □ □ □ 01203.0001/699504.1 EQG A-1 EXHIBIT “A” SCOPE OF SERVICES [ATTACH SCOPE OF SERVICES FROM PROPOSAL] E-36 01203.0001/699504.1 EQG B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] E-37 01203.0001/699504.1 EQG C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION [INSERT COMPENSATION FROM PROPOSAL] E-38 Attachment G 01203.0001/699504.1 EQG C-2 EXHIBIT “D” SCHEDULE OF PERFORMANCE [INSERT SCHEDULE OF PERFORMANCE FROM PROPOSAL] E-39 July 29, 2021 ADDENDUM NO. 1 TO THE REQUEST FOR PROPOSALS (RFP) FOR ENGINEERING SERVICES FOR THE CITY’S FACILITIES ASSET MANAGEMENT PROGRAM The following changes (revisions, additions, and/or deletions) as noted below, are hereby incorporated and made a part of the request for proposals for Engineering Services for the City’s Facilities Asset Management Program. Portions of the RFP, not specifically mentioned in the Addendum, remain the same. All trades affected shall be fully advised of these revisions, deletions, and additions. This Addendum forms a part of the request for proposals for Engineering Services for the City’s Facilities Asset Management Program and modifies the original request for proposals. Each proposer shall be responsible for ascertaining, prior to submitting a proposal, that it has received all issued Addenda and shall ACKNOWLEDGE RECEIPT OF THIS ADDENDUM ON THE PROPOSER’S CERTIFICATION, attached. A proposer’s failure to address the requirements of this addendum or failure to acknowledge the receipt of this addendum may result in that proposal being rejected. Note the following changes and/or additions to the on-call construction management & inspection services request for proposals. The proposer shall execute the Certification at the end of this addendum and shall attach all pages of this addendum to the proposal. Delete: Page 4 Replace with: Revised page 4 (Attached) to add to the list of facilities End of Addendum No. 1 Any questions regarding this Addendum should be directed to the James O’Neill, at (310) 544-5247. ______________________________ James O’Neill. Project Manager E-40 C ITYOF RANCHO PALOS VERDES PU3LC WORKS DEPARTMENT PROPOSER'S CERTIFICATION I acknowledge receipt of the foregoing Addendum No. 1 and accept all conditions contained therein. ___________________________ Proposal’s Signature ___________________________ ____________________ By Date Please sign above and include this signed addendum in the proposal package. Failure to do so may result in that proposal being rejected. E-41 Page 4 of 39  City of Rancho Palos Verdes  RFP‐ Engineering Services for the City’s Facilities Asset Management Program   July 16, 2021  I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community, with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private) and some services are delivered by the City’s own employees. City Government: Rancho Palos Verdes is a General Law City and has operated under the Council-Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists of five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The purpose of this document is to provide proposers with the information needed to submit a proposal for review by the City and, if selected, enter into a Professional Service Agreement with the City. Enclosed is a blank Professional Services Agreement form for proposers’ review. II. PROJECT OBJECTIVE  The City is seeking a comprehensive report on the existing conditions of its main facilities (excluding the Ladera Linda Community Center) and formal recommendations on maintenance, repairs and replacement of components. III. PROJECT DESCRIPTION AND BACKGROUND The City’s Facilities Asset Management Program is being established and is intended to assess and maintain City Facilities regularly. This initial step is intended to inspect the existing facilities and determine their condition, and to obtain formal recommendations for a schedule of needed maintenance, repairs and replacement of components, with estimated costs. IV. SCOPE OF SERVICES  The City is accepting proposals for Engineering Services to support the City’s Facilities Asset Management Program through inspections and assessments of City facilities and formal recommendations. SCOPE OF WORK 1. Performing a comprehensive inspection of the existing conditions of the seven of the City’s five main facilities (the Civic Center buildings (4), Eastview Park, Hesse Park, the Point Vicente Interpretive Center (PVIC), and Ryan Park, Abalone Cove, Portuguese Bend Nursery School, and restroom at Pelican Cove) E-42 July 29, 2021 ADDENDUM NO. 1 TO THE REQUEST FOR PROPOSALS (RFP) FOR ENGINEERING SERVICES FOR THE CITY’S FACILITIES ASSET MANAGEMENT PROGRAM The following changes (revisions, additions, and/or deletions) as noted below, are hereby incorporated and made a part of the request for proposals for Engineering Services for the City’s Facilities Asset Management Program. Portions of the RFP, not specifically mentioned in the Addendum, remain the same. All trades affected shall be fully advised of these revisions, deletions, and additions. This Addendum forms a part of the request for proposals for Engineering Services for the City’s Facilities Asset Management Program and modifies the original request for proposals. Each proposer shall be responsible for ascertaining, prior to submitting a proposal, that it has received all issued Addenda and shall ACKNOWLEDGE RECEIPT OF THIS ADDENDUM ON THE PROPOSER’S CERTIFICATION, attached. A proposer’s failure to address the requirements of this addendum or failure to acknowledge the receipt of this addendum may result in that proposal being rejected. Note the following changes and/or additions to the on-call construction management & inspection services request for proposals. The proposer shall execute the Certification at the end of this addendum and shall attach all pages of this addendum to the proposal. Delete: Page 4 Replace with: Revised page 4 (Attached) to add to the list of facilities End of Addendum No. 1 Any questions regarding this Addendum should be directed to the James O’Neill, at (310) 544-5247. ______________________________ James O’Neill. Project Manager E-43 C ITYOF RANCHO PALOS VERDES PU3LC WORKS DEPARTMENT PROPOSER'S CERTIFICATION I acknowledge receipt of the foregoing Addendum No. 1 and accept all conditions contained therein. ___________________________ Proposal’s Signature ___________________________ ____________________ By Date Please sign above and include this signed addendum in the proposal package. Failure to do so may result in that proposal being rejected. E-44 Page 4 of 39  City of Rancho Palos Verdes  RFP‐ Engineering Services for the City’s Facilities Asset Management Program   July 16, 2021  I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community, with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private) and some services are delivered by the City’s own employees. City Government: Rancho Palos Verdes is a General Law City and has operated under the Council-Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists of five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The purpose of this document is to provide proposers with the information needed to submit a proposal for review by the City and, if selected, enter into a Professional Service Agreement with the City. Enclosed is a blank Professional Services Agreement form for proposers’ review. II. PROJECT OBJECTIVE  The City is seeking a comprehensive report on the existing conditions of its main facilities (excluding the Ladera Linda Community Center) and formal recommendations on maintenance, repairs and replacement of components. III. PROJECT DESCRIPTION AND BACKGROUND The City’s Facilities Asset Management Program is being established and is intended to assess and maintain City Facilities regularly. This initial step is intended to inspect the existing facilities and determine their condition, and to obtain formal recommendations for a schedule of needed maintenance, repairs and replacement of components, with estimated costs. IV. SCOPE OF SERVICES  The City is accepting proposals for Engineering Services to support the City’s Facilities Asset Management Program through inspections and assessments of City facilities and formal recommendations. SCOPE OF WORK 1. Performing a comprehensive inspection of the existing conditions of the seven of the City’s five main facilities (the Civic Center buildings (4), Eastview Park, Hesse Park, the Point Vicente Interpretive Center (PVIC), and Ryan Park, Abalone Cove, Portuguese Bend Nursery School, and restroom at Pelican Cove) E-45 FY2021-22 Capital Improvement Program 8500 Series Public Buildings Projects Project Code: 8509 Facilities Asset Management Program This program is intended assess and maintain City Facilities regularly, and  consists of:   ‐ Inspecting the existing facilities and determining their condition   ‐ Recommending a schedule for needed maintenance, repairs and  replacement of components, with estimated costs   ‐ Carrying out the work     Project Cost Estimates Prior FYs FY21/22 FY22/23 FY23/24 FY24/25 FY25/26 FY TBD Totals Planning N/A $100,000 TBD TBD TBD TBD TBD TBD Engineering N/A $0 TBD TBD TBD TBD TBD TBD Environmental N/A $0 TBD TBD TBD TBD TBD TBD Management N/A $0 TBD TBD TBD TBD TBD TBD Construction N/A $0 TBD TBD TBD TBD TBD TBD Contingency N/A $0 TBD TBD TBD TBD TBD TBD Inspection N/A $0 TBD TBD TBD TBD TBD TBD N/A $0 TBD TBD TBD TBD TBD TBD Funding 330 (CIP) N/A $100,000 TBD TBD TBD TBD TBD TBD N/A $100,000 TBD TBD TBD TBD TBD TBD Estimated annual operating cost None Estimated Schedule: Comprehensive condition assessment in FY 2021-22 Project Location Map Background and Justification: This is an asset management program for all City Facilities to create a  schedule of ongoing maintenance and repairs for the City’s five main  facilities:    ‐ Civic Center    ‐ Eastview Park    ‐ Hesse Park    ‐ Point Vicente Interpretive Center    ‐ Ryan Park  F-1 C llYOl ~CHO PAlDS VERDES