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CC SR 20211221 I - Chambers Group Contract Extension for PBL CITY COUNCIL MEETING DATE: 12/21/2021 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to authorize Amendment No. 1 to the professional services agreement with Chambers Consulting, Inc for the preparation of the Environmental Impact Report for the Portuguese Bend Landslide Remediation Project. RECOMMENDED COUNCIL ACTION: (1) Authorize the Mayor to execute Amendment No. 1 to the p rofessional services agreement with Chambers Group, Inc. to extend the agreement through November 30, 2022, in a form approved by the City Attorney. FISCAL IMPACT: The action has no impact on City expenditures. Amount Budgeted: N/A Additional Appropriation: None Account Number(s): N/A ORIGINATED BY: Ron Dragoo, PE, Principal Engineer REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 1 to the Professional Services Agreement with Chambers Group, Inc (page A-1) B. Professional Services Agreement with Chambers Group, Inc. (page B-1) C. May 19, 2020, Staff Report BACKGROUND: On May 19, 2020, the City Council awarded a professional services agreement to Chambers Group, Inc. (Chambers) for the preparation of environmental documents in accordance with the California Environmental Quality Act for the Portuguese Bend Landslide Remediation Project. An Initial Study (IS) was prepared by Chambers to determine the appropriate type of environmental document. The IS concluded that the project would require the preparation of an Environmental Impact Report (EIR). On November 12, 2020, a Notice of Preparation 1 CITYOF RANCHO PALOS VERDES (NOP) announcing that an EIR will be prepared for the proposed project was released to the public. The City solicited comments on what should be included in the EIR and the City Council held a comment intake meeting on December 19, 2020. The comment period concluded on January 15, 2021. After all comments were received and analyzed, work performing the environmental reviews to produce the EIR started. The agreement with Chambers was to continue in full force and effect until completion of services not exceeding one year form the date of execution. Target dates were identified for completion of certain activities, which were not met. Therefore, the Contract Officer issued a change order extending the contract by 180 days, in accordance with the contract provisions, to November 19, 2021. A contract amendment is now necessary to further extend the term to complete the scope of services. DISCUSSION: Soon after the comment period ended, Chambers started working on the EIR. As part of that work, public comments were reviewed, which presented issues that required further analysis and additional research. Examples of these issues include reexamining the phasing sequence, reassessing the locations of certain hydraugers, reconsidering the necessity of a flow reduction area, and evaluating alternatives to using the existing storm drain under Palos Verdes Drive South. Because of the complexity of the Portuguese Bend Landslide Remediation Project and its relationship to multiple facets of the landslide complex, Staff will be recommending at a future meeting (tentatively scheduled for January 18, 2022) the hiring of a consulting firm to serve as a program manager to oversee all work associated with the landslide complex. One of the proposed tasks for the program manager will be conducting a peer review of the overall Portuguese Bend Landslide Remediation Project, including the draft EIR before being released for public review. At this time, the professional services agreement (PSA) with Chambers (Attachment B) has expired and work on the EIR cannot continue unless the PSA is extended. Based on the above, Staff recommends extending the PSA with Chambers (Attachment A) to November 30, 2022. ALTERNATIVES: In addition to Staff recommendation, the following alternative action s are available for the City Council’s consideration: 1. Do not authorize Amendment No. 1 to the professional services agreement. 2. Take other action, as deemed appropriate. 2 A-1AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No. I") by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("City"), and CHAMBERS GROUP, INC., a California corporation ("Consultant") is effective as of November 15, 2021. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated May 19, 2020 ("Agreement"), whereby Consultant agreed to provide environmental studies and produce environmental documents for the Portuguese Bend Landslide Mitigation Project ("Project") with a term of one year, with the option to extend the term for one additional year. B. On May 19, 2021, City authorized an administrative extension of the term of the Agreement for six months to November 19, 2021. C. City and Consultant now desire to extend the term of the Agreement through July 31, 2022 to allow Consultant time to complete the Environmental Impact Report for the Project. TERMS I. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. (a) Section 3.4, Term, is amended as follows: "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 (1) year from the date hereof November 30, 2022, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its discretion, e>,tend the Term by one additional I year term." 2. Continuing Effect of Agreement. Except as amended by this Amendment No. I, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. I to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. A-2Consultant represents and warrants to City that, as of the date of this Amendment No. I, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. I, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. I. 5. Authority. The persons executing this Agreement on behalf of the patties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalfof said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 0 I 203.0006/756902. I -2- A-3IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULT ANT: ~~:o~~~x;~tr By: ~ ~ By: Nam'e: Mike McEntee Title: C Name: lex Gurrola Title: CEO/CFO Address: 5 Hutton Center Dr., Suite 750 Santa Ana, CA 92707 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. 0l 203.0006/756902. I -3- A-4CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of -~O~R_~P,~M~<£=--·_.(_-_____ _ on kc t2 ,rif,...e I Jt;. 1 .2.n 2-1 Date before me, fRt1/A ~ I vA..DA ~ 1 No TA f!.-1 Puguc.., Here Insert Name and Title of the Officer personally appeared _M_,_l_<-_G" __ M_c.~c-'-~l\~hE:~-=c __ ~AcJ~~b~ __ 4~L=--'==-.=X~~G~v~f?J!.~~o_L__,__A Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ········1 PRIYA SIVADAS Nul,iry Public • C~lifornia 01~11ge County l Con:flli\\io11 N 1:130667 -y Comm. [xpirt1 Att! 19, 2024 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached D0911ment Title or Type of Document: 1-J Wl e,,,/L4YYI.R ,i,/.-No· I -fo DocumentDate: II/ )')j,:,)_QJ., I I~ Signer(s) Other Than Named Above: ___ N_o~t-FC~-------------------Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Partner -□ Limited □ General D Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator D Other: Signer is Representing: _________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General D Individual □ Trustee D Other: D Attorney in Fact □ Guardian or Conservator Signer is Representing: ________ _ ~~J}1~~~~~~.$'~~~ ©2018 National Notary Association 01203 0006/643763 3 EQG CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and CHAMBERS GROUP, INC B-1I AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND CHAMBERS GROUP, INC THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") Is made and entered into on May 19, 2020, by and between the CITY OF RANCHO PALOS VERDES, a Cahforrna municipal corporation ("City") and CHAMBERS GROUP, INC, a California corporation ("Consultant" or "Chambers Group") City and Consultant may be referred to, ind1v1dually or collectively, as "Party" or "Parties " RECITALS A City has sought, by issuance of a Request for Proposals or lnv1tat1on for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement B Consultant, following subm1ss1on of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has 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 cons1derat1on of the mutual promises and covenants made by the Parties and contained herein and other cons1derat1on, the value and adequacy of which are hereby acknowledged, the parties agree as follows ARTICLE 1 SERVICES OF CONSUL TANT 1 1 Scope of Services In compliance with all terms and cond1t1ons of this Agreement, the Consultant shall provide those services specified m the "Scope of Services" attached hereto as Exh1b1t "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 quahf1cat1ons, experience, and fac1ht1es 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 ab1hty, experience and talent, perform all services described herein Consultant covenants that It shall follow the highest 01203 0006/643763 3 EQG B-2 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 standards of practice recognized by one or more first-class firms performing s1m1lar work under s1m1lar circumstances 1 2 Consultant's Proposal The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisd1ctIon 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 1f the total compensation Is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in Cahforn1a 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 D1v1s1on 2, Part 7, Chapter 1 (commencing with Section 1720) of the Cahforn1a Labor Code relating to pubhc 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 preva1hng rate of per diem wages are on file at City Hall and will be made available to any interested party on request By inItIatmg any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the preva1lmg 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 01203 0006/643763 3 EQG 2 B-3 (c)Penalty for Failure to Pay Preva1hng Wages Consultant shall comply with and be bound by the provIs1ons of Labor Code Sections 177 4 and 1775 concerning the payment of prevaIhng rates of wages to workers and the penalties for failure to pay prevailing wages The Cons ultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the preva1hng 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 prov1sIons 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 prov1s1ons of Labor Code Sections 1777 5, 1777 6, and 1777 7 and Cahforn1a 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 apprent1ceable occupations Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprent1cesh1p program Within sixty (60) 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 eight (8) hours labor constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section 181 0 (g)Penalties for Excess Hours Consultant shall comply with and be bound by the prov1sIons of Labor Code Section 1813 concerning penalties for workers who work excess hours The Consultant shall, as a penalty to the City, forfeit twenty five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker Is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in v1olat1on of the prov1s1ons of D1v1s1on 2, Part 7, Chapter 1, Article 3 of the Labor Code Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon pubhc work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1 ½) times the basic rate of pay (h)Workers' Compensation Cahforn1a Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of 01203 0006/643763 3 EQG 3 B-4 compensation to its employees 1f It has employees In accordance with the provIsIons of California Labor Code Section 1861, Consultant cert1f1es as follows "I am aware of the provIsIons of Section 3700 of the Labor Code which require every employer to be insured against hab1hty 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 ---- (1) Consultant's Respons1b1lity for Subcontractors For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with D1v1s1on 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 lim1tat1on, 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 (1) has thoroughly investigated and considered the scope of services to be performed, (11) has carefully considered how the services should be performed, and (111) fully understands the fac1lit1es, d1fficult1es 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 cond1t1ons there existing, pnor to commencement of services hereunder Should the Consultant discover any latent or unknown cond1t1ons, which will materially affect the performance of the services hereunder, Consultant shall 1mmed1ately inform the City of such fact and shall not proceed except at Consultant's nsk until written instructions are received from the Contract Officer 01203 0006/643763 3 EQG 4 B-5 1 7 Care of Work The Consultant shall adopt reasonable methods during the hfe 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 Respons1b1htles of Parties Both parties agree to use reasonable care and d1hgence to perform their respective obhgat1ons 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 Add1t1onal Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written order 1s first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (1) the Contract Sum for the actual costs of the extra work, and/or (u) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever Is less, or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer Any greater increases, taken either separately or cumulatively, must be approved by the City Council It Is expressly understood by Consultant that the provIsIons of this Section shall not apply to services specifically set forth in the Scope of Services Consultant hereby acknowledges that 1t 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 add1t1onal compensation therefor City may in its sole and absolute d1scret1on have s1m1lar 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 110 Special Requirements Add1t1onal terms and conditions of this Agreement, 1f any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exh1b1t "B" and incorporated herein by this reference In the event of a conflict between the prov1s1ons of Exh1b1t "B" and any other provIs1ons of this Agreement, the prov1s1ons of Exh1bIt "B" shall govern 01203 0006/643763 3 EQG 5 B-6 ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT 2 1 Contract Sum Subject to any llm1tat1ons set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exh1b1t "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $292,289 30 (Two Hundred Sixty Five Thousand Seven Hundred Eighteen Dollars and Fifty Cents) (the "Contract Sum"), unless add1t1onal compensation 1s approved pursuant to Section 1 9 22 Method of Compensation The method of compensation may include (1) a lump sum payment upon completion, (11) payment m accordance with specified tasks or the percentage of completion of the services, less contract retention, (111) payment for time and materials based upon the Consultant's rates as spec1f1ed in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention 1s maintained, and (c) the Contract Sum 1s not exceeded, or (1v) such other methods as may be specified m the Schedule of Compensation 23 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer m advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 4, and only 1f spec1f1ed 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 1s a cnt1cal component of the services If Consultant 1s required to attend add1t1onal meetings to facilitate such coordination, Consultant shall not be entitled to any add1t1onal compensation for attending said meetings 2 4 Invoices Each month Consultant shall furnish to City an onginal invoice for all work performed and expenses incurred durmg the preceding month in a form approved by City's Director of Finance By submitting an mvo1ce for payment under this Agreement, Consultant 1s certifying compliance with all prov1s1ons of the Agreement The invoice shall contain all information specified in Exh1b1t "C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person 01203 0006/643763 3 EQG 6 B-7 City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the prov1s1ons 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 ,ts best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubm1ss1on 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 m work performed by Consultant ARTICLE 3 PERFORMANCE SCHEDULE 3 1 Time of Essence Time 1s of the essence in the performance of this Agreement 3 2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time penod(s) established in the "Schedule of Performance" attached hereto as Exh1b1t "D" and incorporated herein by this reference When requested by the Consultant, extensions to the time period(s) specified m the Schedule of Performance may be approved in wnting by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively 33 Force MaIeure 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, ep1dem1cs, quarantine restnct1ons, nots, strikes, freight embargoes, wars, ht1gat1on, and/or acts of any governmental agency, including the City, 1f the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and 1f in the Judgment of the Contract Officer such delay 1s Justified The Contract 01203 0006/643763 3 EQG 7 B-8 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 (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exh1b1t "D") The City may, in its d1scret1on, extend the Term by one add1t1onal 1-year term ARTICLE 4 COORDINATION OF WORK 41 Representatives and Personnel of Consultant The following pnnc1pals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act rn its behalf with respect to the work spec1f1ed herein and make all dec1s1ons rn connection therewith _K�e�le�n_e_S_t _ra_1_n ___ ProIect Manager/Senior Environmental Planner (Name) (Title) _M_Ik_e_M_c_E_n_te_e ___ Principal in Charge/President and COO (Name) (Title) It Is expressly understood that the experience, knowledge, capab1hty 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 d1rect1on and control of the Principals For purposes of this Agreement, the foregoing Pnnc1pals may not be replaced nor may their responsIbIhtIes be substantially reduced by Consultant without the express written approval of City Add1t1onally, Consultant shall ut1hze only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stab1hty and continuity of Consultant's staff and subcontractors, 1f any, assigned to perform the services required under this Agreement Consultant shall notify City of any changes m Consultant's staff and subcontractors, 1f any, assigned to perform the services required under this Agreement, prior to and dunng any such performance 01203 0006/643763 3 EQG 8 B-9 42 Status of Cons ultant Consultant shall have no authority to bind City m any manner, or to incur any obhgat,on, debt or hab1hty of any kind on behalf of or against City, whether by contract or otherwise, unless such authority 1s expressly conferred under this Agreement or 1s otherwise expressly conferred in writmg by City Consultant shall not at any time or 1n any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees Consultant expressly waives any claim Consultant may have to any such rights 4 3 Contract Officer The Contract Officer shall be Ron Dragoo, City Engineer, or such person as may be designated by the City Manager It shall be the Consultant's respons1b111ty to assure that the Contract Officer 1s kept informed of the progress of the performance of the services and the Consultant shall refer any dec1s1ons which must be made by City to the Contract Officer Unless otherwise spec1f1ed herein, any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority, 1f 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 44 Independent Consultant Neither the City nor any of ,ts employees shall have any control over the manner, mode or means by which Consultant, ,ts agents or employees, perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge, superv1s1on 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 obhgat1ons as are consistent with that role Consultant shall not at any time or in any manner represent that 1t or any of ,ts 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 ,ts business or otherwise or a Joint venturer or a member of any Joint enterprise with Consultant 45 Proh1b1t1on Against Subcontracting or Assignment The experience, knowledge, capab1hty 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 m part the services required hereunder without the express written approval of the City In add1t1on, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for 01203 0006/643763 3 EQG 9 B-10 the benefit of creditors or otherwise, without the prior written approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No approved transfer shall release the Consultant or any surety of Consultant of any habIhty hereunder without the express consent of City ARTICLE 5 INSURANCE AND INDEMNIFICATION 51 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 hab111ty insurance Consultant shall maintain commercial general hab1hty 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 hab1hty that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted (b)Automobile hab1hty 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 act1vItIes 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 hab1hty {errors & om1ss1ons) insurance Consultant shall maintain professional hab1hty 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 pohcy 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 L1m1ts) and Employer's L1ab1hty Insurance (with hm1ts 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 01203 0006/643763 3 EQG B-11 10 (f)Add1t1onal Insurance Pohc1es of such other insurance, as may be required in the Special Requirements in Exh1b1t "B" 52 General Insurance Requirements (a)Proof of insurance Consultant shall provide cert1f1cates 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 cert1f1catron 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, cert1f1ed copies of all required insurance pohc1es, 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, ,ts 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 ,t The hm1ts 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 prov1s1on 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 1t as a named insured (d)City's rights of enforcement In the event any pohcy of insurance required under this Agreement does not comply with these specifications or 1s canceled and not replaced, City has the right but not the duty to obtain the insurance 1t 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 pohc1es shall be issued by an insurance company currently authorized by the Insurance Comm1ss1oner to transact business of insurance or that 1s on the List of Approved Surplus Line Insurers in the State of Cahforn1a, with an assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VI (or larger) in accordance with the latest ed1t1on 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 spec1ficat1ons to waive their right of recovery prior to a loss Consultant 01203 0006/643763 3 EQG 11 B-12 hereby waives its own right of recovery against City, and shall require s1m1lar written express waivers and insurance clauses from each of its subconsultants (g)Enforcement of contract prov1s1ons (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 add1t1onal obhgat1ons on the City nor does 1t waive any rights hereunder (h)Requirements not hm1ting Requirements of specific coverage features or hm1ts contained in this section are not intended as a hm1tat1on on coverage, hm1ts or other requirements, or a waiver of any coverage normally provided by any insurance Spec1f1c reference to a given coverage feature 1s for purposes of clarif1cat1on only as 1t pertains to a given issue and 1s 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 hm1ts than the minimums shown above, the City reqwres and shall be entitled to coverage for the higher hm1ts maintained by the Consultant Any available insurance proceeds in excess of the spec1f1ed minimum hm1ts of insurance and coverage shall be available to the City (1)Notice of cancellation Consultant agrees to obhge its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice 1s required) or nonrenewal of coverage for each required coverage (J) Add1t1onal insured status General hab1hty pohc1es shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be add1t1onal insureds under such policies This prov1s1on shall also apply to any excess/umbrella hab1hty pohc1es (k)Proh1b1t1on of undisclosed coverage hm1tat1ons None of the coverages required herein will be in compliance with these requirements 1f they include any hm1ting endorsement of any kind that has not been first submitted to City and approved of in writing (I)Separation of insureds A severab1hty of interests prov1s1on must apply for all add1t1onal insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim 1s made or suit 1s brought, except with respect to the insurer's hm1ts of l1ab1hty The pohcy(1es) shall not contain any cross hab1hty exclusions (m)Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who 1s brought onto or involved m 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 respons1b1hty for ensuring that such coverage 1s provided in conformity with the requirements of this section 01203 0006/643763 3 EQG 12 B-13 • Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged m the proJect will be submitted to City for review (n)Agency's right to revise spec1ficat1ons The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change If such change results in substantial add1t1onal 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 spec1ficat1ons 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 hab1hty policies (q)Add1t1onal insurance Consultant shall also procure and maintain, at its own cost and expense, any add1t1onal kinds of insurance, which in its own Judgment may be necessary for its proper protection and prosecution of the work 5 3 lndemmf1cat1on 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 Jud1c1al, admin1strat1ve, arb1trat1on or regulatory claims, damages to persons or property, losses, costs, penalties, obhgat1ons, errors, om1ss1ons or hab1ht1es whether actual or threatened (herein "claims or hab1ht1es") 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 act1v1t1es provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any ind1v1dual or entity for which Consultant 1s legally liable ("indemmtors"), 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, prov1s1on, covenant or cond1t1on of this Agreement, and in connection therewith (a)Consultant will defend any action or actions filed in connection with any of said claims or hab1ht1es and will pay all costs and expenses, includmg 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 hab1ht1es arising out of or in connection with the negligent performance of or failure to perform such work, 01203 0006/643763 3 EQG 13 B-14 operations or actIv1tIes 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 sIm1lar indemnity agreements with its subcontractors and 1f It fails to do so Consultant shall be fully responsible to indemmfy City hereunder therefore, and failure of City to monitor compliance with these provIsIons shall not be a waiver hereof This mdemrnficat1on includes claims or liab1ht1es 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 llab1lit1es 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 liab1lit1es resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liab1lit1es 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 61 Records Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit Is required In the event of d1ssolut1on 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 Notw1thstanding the above, the Consultant shall fully cooperate with the City in prov1ding access to the books and records 1f a public records request Is made and disclosure 1s required by law including but not limIted to the California Public Records Act 01203 0006/643763 3 EQG 14 B-15 62 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 1f 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, 1f 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, 1f Consultant Is providing design services, the estimated increased or decreased cost estimate for the project being designed 63 Ownership of Documents All drawings, spec1ficat1ons, 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 termmatIon of this Agreement, and Consultant shall have no claim for further employment or addIt1onal 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 m 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 64 Conf1dent1ahty and Release of Information (a)All mformat1on gamed or work product produced by Consultant m performance of this Agreement shall be considered conf1dent1al, unless such mformat1on Is m the public domain or already known to Consultant Consultant shall not release or disclose any such mformat1on or work product to persons or ent1tIes 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 01203 0006/643763 3 EQG 15 B-16 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 v1olat1on 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 depos1t1on, request for documents, interrogatories, request for adm1ss1ons 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 obhgat1on, to represent Consultant or be present at any depos1t1on, hearing or s1m1lar 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 71 Cahforma Law This Agreement shall be interpreted, construed and governed both as to vahd1ty 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 Cahforn1a, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal JurisdIct1on of such court m the event of such action In the event of ht1gat1on in a U S District Court, venue shall he exclusively in the Central D1stnct of California, m the County of Los Angeles, State of California 72 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 t1meframe in which Consultant may cure the default This t1meframe Is presumptively thirty (30) days, but may be extended, though not reduced, 1f circumstances warrant During the period of time that Consultant Is m default, the City shall hold all mvoIces and shall, when the default 1s cured, proceed with payment on the invoices In the alternative, the City may, in its sole d1scret1on, elect to pay some or all of the outstanding mvoIces during the 01203 0006/643763 3 EQG 16 B-17 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) (1) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, hab1ht1es, or damages suffered by City, and (11) 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 obhgat1on under this Agreement In the event that any claim 1s made by a third party, the amount or validity of which 1s disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of hen, City may withhold from any payment due, without hab1hty 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 obhgat1ons 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, cond1t1on, 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 prov1s1ons of this Agreement shall not constitute a waiver of any other provIs1on or a waiver of any subsequent breach or v1olat1on of any prov1s1on of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provIs1ons of this Agreement No delay or omIss1on 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 m writing and shall not be a waiver of any other default concern mg the same or any other provIsIon of this Agreement 75 Raghts 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 1t, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 76 Legal Action In add1t1on 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 01203 0006/643763 3 EQG 17 B-18 mJunctIve rehef, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provIs1on herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , m order to pursue a legal action under this Agreement 77 L1gu1dated Damages Smee the determination of actual damages for any delay m performance of this Agreement would be extremely difficult or 1mpract1cal to determine m the event of a breach of this Agreement, the Consultant and its sureties shall be hable for and shall pay to the City the sum of $0 00 (Zero Dollars) as hqu1dated damages for each working day of delay in the performance of any service required hereunder The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages 78 Termmat1on Prior to Exp1rat1on of Term This Section shall govern any term ination of this Contract except as specifically provided in the following Section for termInat1on 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 1s due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer In add1t1on, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination Is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termination, Consultant shall 1mmed1ately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has in1t1ated termination, the 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 m Section 7 3 In the event the Consultant has 1rnt1ated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-termmatmg party with the opportunity to cure pursuant to Section 7 2 7 9 Termination for Default of Consultant If termination Is due to the failure of the Consultant to fulfill ,ts obligations under this Agreement, City may, after compliance with the provIs1ons of Section 7 2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be hable 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 mIt1gate such damages), and City may withhold any 01203 0006/643763 3 EQG 18 B-19 payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated 710 Attorneys' Fees If either party to this Agreement 1s required to ImtIate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevaIhng party m such action or proceeding, in add1t1on 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 add1t1on 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 htlgat,on All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action 1s prosecuted to Judgment ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 81 Non-hab1hty 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 obhgat1on of the terms of this Agreement 8 2 Conflict of Interest Consultant covenants that neither 1t, nor any officer or principal of ,ts firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would m any way hinder Consultant's performance of services under this Agreement Consultant further covenants that m 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 part1c1pate in any decIs1on relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or assoc1atIon in which (s)he ,s, directly or indirectly, interested, in v1olat1on of any State statute or regulation The Consultant warrants that ,t has not paid or given and will not pay or give any third party any money or other cons1derat1on for obtaining this Agreement 83 Covenant Against D1scrimmat1on 01203 0006/643763 3 EQG 19 B-20 Consultant covenants that, by and for itself, ,ts heirs, executors, assigns, and all persons claiming under or through them, that there shall be no d1scriminat1on 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 U nauthor1zed Allens Consultant hereby promises and agrees to comply with all of the provIsIons of the Federal lmm19rat1on and Nat1onahty 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 ahens 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 hab1ht1es or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9 MISCELLANEOUS PROVISIONS 91 Notices Any notice, demand, request, document, consent, approval, or communication either party desires or Is reqwred to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd , Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy two (72) hours from the time of mailing If mailed as provided in this Section 92 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 93 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 01203 0006/643763 3 EQG 20 B-21 94 lntegrat,on, Amendment This Agreement including the attachments hereto Is the entire, complete and exclusive expression of the understanding of the parties It 1s understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negot1atIons, arrangements, agreements and understandings, 1f any, between the parties, and none shall be used to interpret this Agreement No amendment to or mod1ficat1on of this Agreement shall be vahd unless made in writing and approved by the Consultant and by the City Council The parties agree that this requirement for written mod1ficat1ons cannot be waived and that any attempted waiver shall be void 95 Severab1hty 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 vahd Judgment or decree of a court of competent Jurisd1ct1on, such mvaltd1ty or unenforceab1hty 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 mvahd prov1sIon 1s so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 96 Warranty & Representation of Non-Collusion No off1c1al, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City part1cIpate in any dec1s1on 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 v1olat1on of any corporation, part nership, or assocIatIon in which (s)he 1s directly or indirectly interested, or in v1olat1on 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 "nonmterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that 1t has not paid or given, and will not pay or give, to any third party including, but not hm1ted 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/1t has not engaged in any act(s), om1ss1on(s), or other conduct or collusion that would result in the payment of any money, cons1derat1on, or other thing of value to any third party including, but not limited to, any City off1c1al, 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), om1ss1on(s) or other conduct resulting In such payment of money, cons1derat1on, or other thing of value will render this Agreement void and of no force or effect 11 / Consultant's Authorized Initials � --- 01203 0006/643763 3 EQG 21 B-22 97 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that (1) such party 1s duly organized and existing, (11) they are duly authorized to execute and deliver this Agreement on behalf of said party, (111) by so executing this Agreement, such party 1s formally bound to the provIs1ons of this Agreement, and (1v) that entering into this Agreement does not violate any prov1s1on of any other Agreement to which said party 1s bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 0006/643763 3 EQG 22 B-23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written ATTEST APPROVED AS TO FORM ALESHIRE & WYNDER, LLP /4,)d� tu�� Wilham W Wynder, City Attorney CITY CITY OF RANCHO PALOS VERDES, a municipal corporation CONSUL ANT GROUP, INC , a Cahforma corp By __ �:._z��====---Name Alex Gurro a Title CEO/CFO Address 5 Hutton Center Dr, Suite 750, Santa Ana, CA 92707 Two corporate officer signatures required when Consultant 1s 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 Fmanc1al Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/643763 3 EQG 23 B-24 ~1]1,.~ m11yColborn, City rk B-25 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this cert1f1cate verifies only the 1dent1ty of the md1v1dual who signed the document to which this cert1f1cate 1s attached and not the truthfulness accuracy, or validity of that document State of California } County of __ Q~R~A~f\~(~G+. ~<------- On Mcy_,m 111-, d)ow before me, PR.l'-jlr .S};v'Pr-6/rS, IVC/TltR--';1 fuauc_ V Date Here Insert Name and Title of the Officer personally appeared _M....:....:..l.<....)-<,._,r;=--_M_c.-=--..,b"'"'N'-"'--LLP.....i.a...._E __ _;l+fV-'-'--=-D=------L...JA-w.l'""'E:"""'-""'""X'-=-----'4~C"""'JC.L.,;/U20==..,,,.(.,_,,4 Name(s) of S1gner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in h1s/her/the1r authorized capac1ty(1es), and that by h1s/her/the1r s1gnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument PRIYA SIVADAS ,Notarr Put,iic -Clllforn <>ranee County C - Co' Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph 1s true and correct WITNESS my hand and official seal Signature ---~+----'---'.,__~~""'----,,)IF-,--r_,--=-=---- Slgnature of N~ OPTIONAL Completmg this mformat,on can deter alteration of the document or fraudulent reattachment of this form to an unmtended document Description of Attached Document Title or Type of Document CoAIT/2.A-c.T S:l.::::'72.v/ c.t::~ /J.ct1; .. EFln r;;N 1 DocumentDate Mo..,v /C/, o)._ Oc!lO NumberofPages ---- S1gner(s) Other Than Namea Above ________ ...-........ ______________ _ CapacIty(Ies) Claimed by S1gner(s) Signer's Name □ Corporate Officer -T1tle(s) ______ _ □ Partner -□ L1m1ted D General □ lnd1v1dual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other Signer 1s Representing _________ _ I@ .,J§l{)<l!J§i;g;OOJ ? 0099 ©2018 National Notary Assoc1at1on Signer's Name □ Corporate Officer -T1tle(s) ______ _ □ Partner -o L1m1ted o General D lnd1v1dual o Trustee D Other □ Attorney in Fact □ Guardian or Conservator Signer 1s Representing _________ _ rm'fff rm EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following services to complete environmental documents for the Portuguese Bend Landslide M1tlgat1on Project (Project) pursuant to the requirements of the Cahforma Environmental Quahty Act (CEQA) The Project consists of fracture seahng, drainage swales, and dewatering (hydraugers) improvements m the Portuguese Bend Landshde area man effort to s1gmficantly reduce land movement (see Exh1b1t "A-1" for the geographic outline of the project site) A Task 1 ProIect lmt1at1on This task includes meeting with City staff to discuss Project history, Project description, specIf1c Project issues, and CEQA schedule The City will provide copies of previously completed studies and the Project site plan as available Chambers Group will prepare the CEQA project description and submit to City staff for review Task 1 1 Kick-off Meetmg and Data AcquIsItIon After receiving the notice to proceed (NTP), the Chambers Group Project Manager, Ms Kelene Stram, will meet with representatives from the City at a Project lrnt1at1on/K1ck-Off Meeting to discuss the site history, project descnpt1on, specific proJect issues, and CEQA schedule, as well as receive available Project information and technical reports It 1s assumed that this information will include the following listed technical studies 1dent1f1ed 1n the RFP geotechrncal evaluation report, feas1b1hty study, des1g_!!J�ackage, and other available studies -------- Chambers Group will review all available Project-related data and previous technical reports provided by the City Chambers Group 1s not responsible for the accuracy of any existing technical reports Chambers Group will work closely with the City to determine what add1t1onal data must be collected 1n support of the CEQA document being prepared It 1s assumed that Chambers Group can use these documents in the analysis of the Project Task 1 2 Project Description Chambers Group will develop a comprehensive descnpt1on for the Project that will form the basis for the analysis of the potential impacts on the environment, based on the information provided by the City The project description will include a narrative and graphical presentation of the Project, including components, location and boundaries, regional and 01203 0006/643763 3 EQG A-1 B-26 v1c1nity maps, and a statement of the project goals and objectives Chambers Group will utilize the information gathered during the proposal site v1s1t m order to expedite the preparation of the project description Deliverables Two (2) hard copies and one (1) electronic PDF copy of the project description for City review B Task 2 Preparation of Initial Study Task 2 1 Draft IS Chambers Group will prepare an Initial Study (IS) Checklist to confirm the preparation of appropriate CEQA Documentation for the Project The IS will be prepared using the most recent version of the IS Environmental Checklist Form suggested m the CEQA Guidelines Appendix G In compliance with CEQA Section 15063, the IS will contain the following, in brief form •A description of the project, including the location of the project, •An 1dent1f1cat1on of the environmental setting, •A preliminary 1dent1fIcat1on of environmental effects by use of a checklist, matrix, or other method, with some evidence to support the entries, and •A preliminary d1scuss1on of the ways to m1tIgate the s1gnif1cant effects 1dent1fied, 1f any -he-env1ronmental-factors-outl1 ned-1n -the-GeQA-checkl1st-1nclude------- Aesthetics GHG Population and Housing Agricultural Resources Hazards and Hazardous Public Services Materials Air Quality Hydrology and Water Quality Recreation 81olog1cal Resources Land Use and Planning Transportation Cultural Resources Mandatory Findings of Tribal Cultural S1gnif1cance Resources Energy Mineral Resources Ut1ht1es and Service Systems 01203 0006/643763 3 EQG A-2 B-27 Geology and Soils Noise After receiving one set of integrated comments on the draft IS, Chambers Group will revise the IS accordingly Chambers Group will review the technical reports prepared for the Project and incorporate the results into the Final Initial Study Deliverables One electronic PDF copy of the Adm1nistrat1ve Draft IS and Final IS for one round of review with the City Up to an add1t1onal two rounds of review are ant1c1pated should the City require an outside consultant to provide peer review services for the Initial Study and technical reports C Task 3 Technical Studies and Support Task 3 1 Air Quality, Energy, and Greenhouse Gas Subcontractor Vista Environmental will provide an Air Quality, Energy, and Greenhouse Gas (GHG) Em1ss1ons Report pursuant to the City's and South Coast Air Quality Management District (SCAQMD) rules and requirements for the Project The Project consists of the following three phases of improvements •Phase 1 -Repair of Ex1st1ng Ground Fractures, •Phase 2 -Installation of Surface Drainage Improvements, and •Phase 3 -Installation of below-grade hydraugers The effectiveness of each phase will be examined to determine whether to proceed with the next phase of the Project, however in order to provide a worst-case analysis, the reports will analyze the impacts of 1mplement1ng all three phases of improvements Task 3 1 1 Air Quality, Energy, and GHG EmIss1ons Report (provided by Vista Environmental) •Provide ex1st1ng Air Quality Setting, Regulatory Requirements and Thresholds •Provide a project description that details the project location and nearby sens1t1ve receptors •Identify the ex1stmg air quality setting 1n the area01203 0006/643763 3 EQG A-3 B-28 W1ldf1re •Identify greenhouse gases (GHGs) and their associated impacts to global climate change •Identify toxic air contaminants (TACs) and their potential health effects •Identify applicable federal, state, and SCAQMD's rules and regulations and 1dent1fy current attainment status of federal and state standards, and current SCAQMD attainment plans •Obtain exIstmg air quality data from air quality monitoring stations within the study area utilizing California Air Resources Board (CARS) data sources Data will be obtained for air pollutants, including, ozone, nitrogen d1ox1de (NO2), and particulate matter (PM10 and PM2 5) •Identify SCAQMD thresholds of s1gmf1cance for the criteria pollutants and GHGs •Identify thresholds of s1gmf1cance for energy usage A,r Quality Analysis •Provide a project consistency analysis with the Air Quality Management Plan (AQMP) The consistency analysis will determine 1f the Project will contribute to air quality v1olat1ons and If It will comply with AQMP control measures •Evaluate and quantify regional criteria pollutant em1ssIons associated with each of the three phases of improvements for the Project ut1hz1ng the CalEEMod Model and construction assumptions provided by the applicant Compare the Project's construction-related regional criteria pollutant emIssIons to the SCAQMD thresholds If s1gmf1cant em1ssIon levels are found to be created from construction actIvItIes, feasible mItIgat1on will be developed and quantIfIed •Evaluate local NOx, CO, PM10, and PM2 5 em1ssIons associated with each of the three phases of improvements for the Project at the nearest off-site sensIt1ve receptors to each phase utilizing the SCAQMD Look-Up Tables and the methodology described In Localized SIgntf1cance Threshold Methodology, prepared by SCAQMD, July 2008 If construction em1ssIons exceed the thresholds provided in the Look-Up Tables, the AERMOD model will be ut1lIzed to calculate the air pollutant concentrations at the nearby sensItIve receptors from construction act1vIt1es •Provide a qualitative analysis of the construction-related toxic air contaminant (TAC) impacts from the Project and detail how due to the 01203 0006/643763 3 EQG A-4 B-29 limited duration of construction actIvItIes that the cancer and non-cancer risks would be less than s1gnifIcant •Provide a qual1tat1ve operational criteria pollutant analysis that details how 1mplementat1on of the Project would only create nominal emIssIons from occasional maintenance truck trips, as such, operation of the Project would result In less than sIgnifIcant air quality impacts •Provide a qualitative odor analysis from construction and operation of the Project The odor analysis will 1dent1fy the potential sources of odors and the number of variables that can influence the potential for an odor impact as well as providing detail of what constitutes a s1gnif1cant odor impact •Utilize the results of the above tasks to develop responses to each of the air quality-related CEQA checklist questions Energy Analysis •Calculate construction energy usage through ut1lizat1on of the CalEEMod model run developed for the air quality analysis for each of the three phases of improvements for the Project to quantify the total hours off-road equipment will operate, the total worker miles traveled, and total haul and vendor truck miles traveled during construction of the Project •Ut1l1ze the fuel usage factors from OFFROAD2011 and off-road equipment operating hours to calculate the fuel usage from the off-road equipment Utilize the vehicle fleet average miles per gallon rates from EMFAC2017 and the worker and truck vehicle miles traveled to calculate the fuel usage from on-road construction trips •Provide a qualitative operational energy usage analysis that details how ImplementatIon of the Project would only create nominal emIssIons from occasional maintenance truck trips, as such, operation of the Project would result In less than sIgnifIcant energy impacts •Provide an assessment of how the applicable renewable energy and energy efficiency rules and regulations will be implemented by the Project and where possible, quantify the energy savings achieved through ImplementIng each rule and regulation If the Project Is found to be inconsistent with any rule or regulation, provide mItIgatIon to ensure the project meets the requirements •UtIlIze the results of the above tasks to develop responses to each of the energy-related CEQA checklist questions Greenhouse Gas Em1ss1ons Analysis 01203 0006/643763 31:QG A-5 B-30 •Evaluate and quantify GHG emIss1ons associated with each of the three phases of improvements for the Project through ut1hzat1on of the CalEEMod Model run used 1n the Air Qualtty Analysis •Provide a qualttat1ve operational GHG em1ss1ons analysis that details how 1mplementat1on of the Project would only create nominal em1ss1ons from occasional maintenance truck trips, as such, operation of the Project would result m less than s1gnif1cant GHG em1ss1ons •Compare the construction GHG em1ss1ons to the SCAQMD's threshold of 3,000 metric tons of CO2e per year If the GHG em1ss1ons exceed any appltcable thresholds, provide m1tIgat1on to reduce the GHG em1ss1ons to less than s1gmf1cant •Determine 1f the Project would confltct with the Climate Change Policies in the City of Rancho Palos Verdes General Plan, adopted September 2018 and provide responses of how the Project would meet each reduction measure If necessary, develop mIt1gatIon to ensure the Project will meet each applicable measure •Ut11tze the results of the above tasks to develop responses to each of the GHG-related CEQA checklist questions Report Preparation •Prepare an Air Qualtty, Energy, and GHG Em1ss1ons Report documenting the results of the study and provides responses to each of the air quality, energy, and GHG em1ss1ons-related CEQA checklist questions Task 3 2 Noise Analysis Vista Environmental will provide a Noise Impact Report pursuant to the City's noise ordinance •Identify nearby transportation-related noise sources such as Palos Verdes Drive and aircraft noise (1f any) to the proiect study area •Detail fundamentals of noise that include noise source characteristics, noise propagation, and def1n1t1on of decibels and other noise descriptors •Identify appltcable noise and v1brat1on regulations and thresholds of s1gnif1cance •Evaluate the existing noise environment and obtain four long-term (approximately 24 hours) noise measurements m the v1c1nity of the project 01203 0006/643763 3 EQG A-6 B-31 site In order to determine the ambient noise cond1t1ons at the project site and at the nearby sensItIve receptors •Utilize the Federal Highway Adm1nistrat1on's Roadway Construction Noise Model (RCNM) Version 1 1 to analyze potential noise impacts at the nearest homes from each of the three phases of improvements for the Project Compare the results to the applicable City noise standards If necessary, develop m1tIgatIon to minIm1ze the noise impacts from construction actIvIt1es at the nearby sens1tIve receptors •Utilize a version of the FHWA RD-77-108 noise pred1ct1on model to calculate the existing and with project construction trips traffic noise contours at up to four roadway segments Vista Envi ronmental will use the roadway traffic data provided m the Traffic Study prepared for the Project Vista Environmental will use the roadway traffic data provided In the Traffic Study prepared for the Project and compare the results with the City noise standards •Analyze potential v1brat1on impacts associated with construction actIvItIes through application of the methodol ogy used In the Transportation-and Construction-Induced V1brat1on Guidance Manual (V1brat1on Guidance Manual), prepared for Caltrans •Provide a quahtatIve operational noise analysis that details how 1mplementat1on of the Project would only create nominal noise emIssIons from occasional maintenance truck trips, as such, operation of the Project would result in less than sIgnifIcant noise em1ssIons •Prepare a noise-and v1bratIon impact analys1s-document1ng the results of the study and provide responses to each of the noise-related CEQA checklist questions Response to Comments Review of one set of governmental agency comments, whether verbal or written, and revIsIon of the reports (1f necessary) If responses are required for add1t1onal governmental agency comments, the responses and revIsIon of the reports will be billed on a time-and-material basis Attendance at Meetmgs Attendance at public hearings/meetings by Vista Environmental, as may be required to secure approval of the ProJect, will be billed on a t1me-and materials basis Copies of Report 01203 0006/643763 3 EQG A-7 B-32 PDF and Microsoft Word versions of the reports will be provided to the client Task 3 3 B1olog1cal Habitat Assessment and Report The Portuguese Bend and Abalone Cove preserve areas have been well documented Chambers Group will review bIologIcal assessments provided for the Portuguese Bend area as well as data provided in the Final Rancho Palos Verdes NCCP/HCP and incorporate the data into an updated b1olog1cal habitat assessment Chambers Group will also conduct a database review for state and federally listed and/or sensItIve species, USFWS National Wetlands Inventory Maps, topographic maps, and blueline drainages Once all data has been reviewed, Chambers Group b1olog1sts will conduct a field survey and confirm the existing vegetation data, however, much of vegetation communities were scaled to a mapping unit of 1-acre which may not be effective to assess quality of habitat, suitable habitat for listed or sensIt1ve species, and Project impact calculations Therefore, Chambers Group will provide a more detailed vegetation mapping and habitat assessments for the Project impact areas, including repair locations for existing fractures, surface drainage improvements, flow reduction area (basin}, and hydrauger locations This approach will reduce m1tIgatIon costs s1gnif1cantly The b1olog1sts will focus on suitable habitat for the NCCP/HCP covered species with a potential to occur, including coastal California gnatcatcher and host plants for the Palos Verdes blue butterfly as well as habitat for sens1tIve plants known to occur In the area Maps of the vegetatmn communities within the approximate 250-acre area will be updated with the field data and will be d1g1t1zed on aerial images Potential waters and wetland habitats on the site will be evaluated Upon completion of field survey, all GIS data collected will be reviewed Data gathered from the survey and analysis effort will be included in the comprehensive b1olog1caf reportfh1s task does not include agency consultations or permitting This scope does not include focused surveys or agency consultations Task 3 4 Cultural Resources Assessment The following tasks are provided to address the cultural resources sensIttvIty of the 250-acre project area and satisfy information required to address the CEQA checklist Task 3 4 1 Literature Review Chambers Group will conduct a literature review, including a review of the f1nd1ngs of a records search through the California Historical Resources Information System (CHRIS) database at the South-Central Coastal Information Center (SCCIC) housed at California State University, Fullerton The records search will be conducted by SCCIC staff and review relevant previously recorded cultural resources and previous investIgat1ons completed for the one-mile search 01203 0006/643763 3 EQG A-8 B-33 - radius surrounding the Project site Information to be reviewed will include location maps for all previously recorded cultural resources, previously conducted investIgatIon boundaries, National Archaeological Database (NADB) cItatIons and copies for associated reports, historic maps, and historic addresses Chambers Group will also review properties listed on/as the California Points of Historical Interest (CPHI), California Historical Landmarks (CHL), Caltrans Historic Highway Bridge Inventory, California Historical Resources Inventory, local city and county registries of historic properties, the California Register of Historic Resources (CRHR), and the National Register of Historic Places (NRHP) Add1t1onal sources of information that may be reviewed include but are not limited to Cert1f1ed Local Government annual reports and other data, HABS/HAER records, the National Register Information System, the on-line database for National Register sites, Cahsphere D1g1tal Resources, Online Archive of California, Government Land Office Plat Maps, Sanborn Fire Insurance Maps, local historical socIetIes and libraries, as well as inventory files and data on-file with other agencies that control property near the area The task will also include a search for potential prehistoric and/or historic burials (human remains) evident in previous site records and/or historical maps (1 e, Sanborn Fire Insurance Maps, Government Land Office Plat Maps) In add1t1on to the above research, a request that the Native American Heritage CommIssIon (NAHC) will be submitted for a review of their sacred land files (SLF) This search will 1dent1fy 1f any resources important to Native Americans have been recorded within the project area and surrounding vIcinIty The NAHC will provide the results and a list of affiliated tribal representatives to contact for add1t1onal information Chambers Group will provide the results of the NAHC SLF search and list of tribes in the cultural resources letter report It Is assumed that the City of Rancho Palos Verdes will be the lead under AB 52 Tribal Consultation (1f necessary) Note that this research alone does not satisfy the lead agency's requirements under AB 52 An optional task to support the City with AB-52 consultation Is included below Please note At the time of execution of this Agreement, the SCCIC Is currently closed due to the COVID-19 and conducting record searches Is not possible When the fac1hty shut its doors, they were running on an 8-week delay in turn-around time Chambers Group can conduct the field survey without the record search data and provide an interim report, however, 1f record search results do not agree with the results of our field survey, we may need to conduct an add1t1onal field check before f1nahz1ng the report and a contract augment will be required The benefit of this approach Is to allow for draft CEQA documents and permit applications to be completed while awaiting the record search data, however, Chambers Group will employ the direction of OCPW Task 3 4 2 Field Survey Chambers Group will complete a field survey of the proposed 250-acre project area The cultural resources survey will be conducted in accordance with 01203 0006/643763 3 EQG A-9 B-34 the professional standards as described by the National Parks Service, Secretary of Interior's Standards and Guidelines, as amended for Archaeology and Historic Preservation Chambers Group cultural resources spec1ahst will survey the Project area for the presence of •Prehistoric artifacts (e g , flaked stone tools), •Tool-making debris, stone milling tools, •Historic artifacts (e g , metal, glass, ceramics), •Sediment d1scolorat1on (ex midden, hearth features), •Depressions and other features md1cat1ve of the former presence of structures or bu1ld1ngs (e g , post holes, foundations), •Historic rums, bu1ld1ngs, structures, and/or objects This cost estimate assumes 3 cultural resource spec1ahsts from Chambers Group will complete the survey w1thm 3 9-hour days This cost estimate assumes no cultural resources will be encountered during this survey If cultural resources are 1dent1f1ed, a revised scope of work and cost may be necessary Task 3 4 3 Letter Report The results of the cultural resources study will be summarized m a letter report which will include, the results of the literature review and field survey, proposed m1t1gat1on measures (1f any), and site photos and references The letter report 1s assumed to contain up to 15 pages of text, graphics, and appendices A draft copy of the letter report will be provided to the City for review This cost estimate assumes no more than four hours to address comments and to finalize the letter report If add1t1onal comments are received, a revised scope of work and cost for add1t1onal review may be necessary Deliverables One Draft and One Final electronic copy of the Archaeology Survey Report Optional Tasks 3 4 4 The following tasks are optional and dependent upon the findings work completed previously Upon Notice to Proceed (NTP) Chambers Group will provide the following optional tasks, as directed Optional Task 3 4 4 A Assembly B1II (AB 52) Tribal Consultation Support 01203 0006/643763 3 EQG A-10 B-35 The following task has been provided to support the City with AB 52 services, including but not limited to, preparation of not1f1cat1on letters, tribal consultation and tracking, assessment of 1nformat1on related to TCRs provided by the Tnbe(s), and drafting appropriate mIt1gatIon measures (as warranted) Up 24 hours have been included to provide support with this task, as needed If add1t1onal hours are needed to conclude AB 52 consultation an augmented cost and scope may be required Optional Task 3 4 4 B Paleontolog,cal Review Report describing the high potential importance of the Monterey and why this area Is of s1gnif1cance to the paleontolog1cal and geological community There Is a known slight hm1tat1on on the stratIgraph1c location and posItIon of any important fossil specimens recovered due to the nature of the landslide and the downward motion of deposits demonstrated by previous studies of the Portuguese Bend Landslide since the 1950's However, this area Is designated as type area for the Middle to late Miocene age Altam1ra Shale Member of the Monterey Formation which does restrict the age as recognized for this unit In the Palos Verdes Peninsula and elsewhere in California It Is possible that s1gnif1cant vertebrate fossil remains and other fossils such as invertebrate and plant remains may be discovered during excavation actIvItIes associated with this Project As a result of the field survey It should be possible to determine 1f these deposits are fossiliferous In this region and help to make recommendations for a future Paleontolog1cal M1t1gat1on Program Assumptions •This proposal assumes a negative findings survey •City will provide Chambers Group with conf1rmat1on on the Project footprint at the time of authorization or NTP It Is assumed that this information will not change once Chambers Group has in1t1ated the tasks above Task 3 5 Water Quality and Hydrology Study KPFF Consulting Engineers will be preparing a CEQA technical report in support of an MND or EIR They understand the area of study Is assumed to be a roughly 650-acre watershed Hydrology and Water Quality Technical Report The scope of work for this report includes a d1scuss1on of exIstIng site cond1t1ons as well as regulatory requirements and the role of government agencies regarding a range of hydrological issues The report will also include an analysis of potential project impacts including flood hazard, ground water, and surface water runoff in terms of the local and regional storm drainage systems, 01203 0006/643763 3 EQG A-11 B-36 1dent1f1cat1on of project m1t1gat1on measures, and s1gnif1cance of impacts both before and after m1t1gat1on Task 3 6 Visual S1mulat1ons Subcontractor V1s1onScape will produce highly accurate Visual S1mulat1ons (accurate 3D modeling), generated with a systematic and sc1ent1f1c approach V1s1onScape will develop an exact computer model illustrating elevations, natural and finished grades, existing and surrounding contextual elements including adjacent buildings, reference points etc Photorealist1c materials, maps, and textures will be applied to the modeling •Data Gathering CAD includes proposed Grading Plans, Architecture, Landscape and Other Spec1f1cat1ons •Camera Locations Determined A determination of proposed key observation points (KOPs) or camera locations will be reviewed and approved by City's Contract Officer V1s1onScape will coordinate the site photography and schedule an m1t1al site survey This includes 1dent1f1cat1on of reference points using GPS and Camera Match Technology, ut1liz1ng a highly accurate Trimble (Sub-Meter) GPS device and a "Full Frame" d1g1tal camera for documenting coordinates at requested station points •3D Camera Match Computer model camera 1s matched with the approved site photography Reference points, proposed structures and 3D landscaping depicts the project setting within the view •Final Touch Ups Art1st1c touches are made to ensure that the accuracy, as well as the look and feel, 1s consistent with the v1s1on of the Project Final visual effects such as lighting and shadows allow our models to replicate the appearance of the actual Project as 1t would appear following construction Task 3 7 Traffic Impact Analysis Subcontractor LLG will provide consultation relating to 1) preparation of a construction-related transportation impact study, 2) provide support to the team in the Draft environmental document preparation effort, and 3) provide support to the team 1n the Final environmental document preparation effort Task 3 7 1 Transportation Impact Study Obtain ex1sting/h1stoncal traffic data at up to four key study intersections Preparation of the Existing (Without and With Construction Traffic) cond1t1ons 01203 0006/643763 3 EQG A-12 B-37 Assess the impacts of the peak construction-related traffic and determine s1gnif1cance based on the City's current thresholds Prepare the Draft Formal Transportation Impact Study for team and City staff review Revise the Draft based on one (1) round of comments and submit Final study to the team and City staff Task 3 7 2 Consultation Related to Draft Environmental Document Review the draft Transportation Section of the environmental document and provide comments to the project team This task includes one complete review of the draft Transportation Section (1 e , the 1n1t1al draft) Task 3 7 3 Response to Comments/Final Environmental Document Support Review the comment letters and 1nd1v1dual comments associated with any construct1on-traff1c/transportat1on issues Prepare written responses to those comments included in the transportation d1sc1phne and forward to the Project team for incorporation into the Final environmental document Task 3 8 Geology and Soils Assessment Subcontractor Leighton and Associates, Inc 's (Leighton) will primarily be guided by the 1nformat1on provided in the Project RFP As an internal measure of Quality Control during our execution of the Project, Leighton will assign a Project Manager and Senior Reviewer who will meet frequently to discuss project log1st1cs, findings and progress Communications will be directed through Leighton's Project Manager, as the single point of contact to foster clear communication Task 3 8 1 Part 1 GeologIcal/Geotechmcal Geologic I Geotechmcal Assessment Leighton will conduct an assessment of potential environmental impacts posed by the Project to support the geolog1c/geotechnical portion of the IS and/or EIR This report will be signed and stamped by a California-licensed Cert1f1ed Engineering Geologist (CEG) and Geotechnical Engineer (GE) Tasks proposed as part of our scope of work will include the following Literature Search and Review This task will involve a search for readily available geologic and geotechnical literature pertinent to the Project, including historical aerial photographs and topographic maps, private aerial photographic collections, on-file at the City, contained within Leighton's in-house library, on the world-wide-web, and provided by you There are 60 years of pertinent documents and data to collect, review and interpret 01203 0006/643763 3 EQG A-13 B-38 Site Reconnaissance Leighton will conduct a reconnaissance of accessible areas of the subject Project area, and 1mmed1ately surrounding areas, to visually observe and evaluate existing geology, geomorphology, and soil cond1t1ons Documentation Leighton will prepare a document outlining Leighton's assessment of environmental impacts relating to Geology and Soil The following will be part of Leighton's deliverable EA/IS documentation •Geologic Setting a general description of the type of native earth units (soil and bedrock) and geologic structure •Geologic Hazards a d1scuss1on of potential geologic hazards at the site, including landslides and slope stability, surface fault rupture, liquefaction and ground shaking, se1sm1c settlement, tsunamis and subsidence •Geotechmcal Hazards a general characterization of ons1te soil cond1t1ons, and related hazards including but not limited to soil collapse, soil expansion and erosion •Groundwater a general description of groundwater cond1t1ons based on available data •Earthwork a general d1scuss1on of potential earthwork and grading challenges, 1f any Optional Geotechmcal Scope Third Party Review of Geotechmcal Reports If desired, Leighton can provide a 3rd party review of the geotechnical reports provided for the project Leighton can review the reports from both a def1c1ency/standard-of-care perspective, and a value-engineering perspective As needed, Leighton will ask for electronic files of the analysis files from the consultants During their work, Leighton would look for apparent def1c1enc1es 1n the analysis and work, and prepare review comments for the consultant to address, 1f deemed appropriate Proposals for these optional services can be prepared upon request Optional Response to Comments and FEIR Report Leighton can review formal public/agency comments and prepare a written response As an option, Leighton's can attend various meetings, as needed Proposals for these optional services can be prepared upon request Exclusions Supplemental Data Collect1on/F1eldwork Subsurface geotechnical invest1gat1on 1s excluded from this scope Until such time that a thorough 01203 0006/643763 3 EQG A-14 B-39 literature review, engineering analyses, and other IS and EIR tasks have been completed, Leighton cannot preclude the need for add1t1onal subsurface exploration, laboratory testing, engineering analyses or collection of other pertinent sc1ent1f1c data to assess Project impacts Such studies, 1f warranted, would be performed under an add1t1onal scope(s) and fee(s), beyond that defined by this Agreement This scope of work also does not include services during design and construction of the proJect Task 3 9 Hazardous Substances Assessment (Phase 1 Environmental Site Assessment) Leighton will conduct an assessment of potential hazardous substances environmental impacts posed by the Project, for use In determining whether a Negative Declaration of Environmental Impact report Is warranted The purpose of the Phase I Environmental Site Assessment (ESA) Is to evaluate potential for hazardous materials on the site and generally characterize the expected nature of hazardous materials that may be present as a result of past and current site usage The assessment will be conducted rn accordance with the current ASTM "Standard Practice for Environmental Site Assessments Phase I Environmental Site Assessments Process E 1527-13 " Leighton's scope of work Is expected to consist of the following tasks •Site Reconnaissance Leighton will perform an observational reconnaissance of the Project for visual 1nd1cat1ons of environmental (hazardous materials) cond1t1ons This includes observations of the current cond1t1ons of structures w1th1n the project site, roads, sewage disposal system, hazardous substances and petroleum products, aboveground and underground storage tanks or vent pipes, fill pipes or access ways rnd1catrng an underground storage tank, odors, pools of liquid, sumps, drums, polychlonnated b1phenyls (PCBs) containing equipment, heating and/or cooling system, stains or corrosion, pits, ponds or lagoons, stained soil or pavement, stressed vegetation, solid waste, wastewater (including clanf1ers), wells, and dumping The site reconnaissance will be conducted by a qualified environmental professional as defined In the ASTM E 1527-13 Land use of 1mmed1ately adjacent properties to the project site will be visually and/or physically observed and documented and any cond1t1ons 1nd1cat1ve of contamInatIon or potential contamInatIon will be documented, to the extent possible Current site cond1t1ons will be photographed •Data and Historical Records Review A search of selected government databases will be ordered from an environmental database company The report will meet the government records search requirements of ASTM E 01203 0006/643763 3 EQG A-15 B-40 1527-13 The database listings wrll be rev rewed wrth in the specrfred minimum search distances established by the ASTM E 1527-13 The lists wrll include Federal (NPL, CERCLIS, RCRA, IC/EC Registries, ERNS) State and Tribal (NPL-equrvalent, CERCLIS-equrvalent, landfill and/or solid waste disposal srtes, leaking storage tank lists, registered storage tank lists, IC/EC control registries, voluntary cleanup srtes, and Brownfield srtes) Leighton wrll also review reasonably ascertainable hrstorical sources of information that show the Project srte dating back to frrst developed use, or back to 1940, whichever rs earlier The resources wrll include at a minimum aerial photographs and topographic maps In addrtron, Leighton wrll review exrstrng geotechnrcal and other environmental reports for mention of environmental condrtrons at the srte Leighton wrll contact appropriate crty, county, state, and federal agencies who may have rnformatron pertarnrng to previous mrtrgatron projects (1dent1f1ed during the database review) for parcels adjacent to the project limits Should rt be determined that fries exist for the requested properties, they will be reviewed •Report Comp1lat1on A report summarizrng Leighton's findings, conclusions addressing recognized environmental condrtrons (RECs) and their potential to adversely impact the Project, and recommendations wrll be prepared At a mrnrmum, the report will include a site location map, site vrsrt notes and photographs, summary of environmental database search, and a summary of the hrstorical use of the srte The memorandum wrll be prepared under the direct supervrsron, and signed by, an Environmental Professional as defined in the ASTM E 1527-13 •Deliverables Draft Phase I ESA and Final Phase I ESA We antrcrpate that the Phase I ESA will be available approximately 8 weeks after authorizatron Scope of work for follow-on stud res rs not included However, the Phase I ESA may rdentrfy environmental concerns that warrant addrtronal study during the DEIR or other follow-on studies Scopes and fees for such services will be provided rf /when deemed necessary based on actual cond1t1ons rdentrfred D Task 4 M1t1gated Negative Declaration Option 01203 0006/643763 3 [QG A-16 B-41 A M1t1gated Negative Declaration (MND) Is prepared when the Initial Study shows no substantial evidence that a Project may have a s1gnif1cant effect on the environment In the event that the results of the Initial Study determine that an MND Is the most appropriate CEQA document, the tasks required for preparing an MND are provided below Task 4 1 Prepare/Distribute the MND and Notice of Intent After one round of review and receipt of integrated comments on the Admm1strat1ve Draft MND, Chambers Group will then revise the MND accordingly and resubmit the draft for a final review prior to public circulation Also included m this scope Is document d1stribut1on and coord1natIon during the public review Chambers Group will prepare and distribute copies of the Draft MND, technical studies, and Notice of Completion to the City, State Clearinghouse, and affected public agencies Chambers Group will prepare and file a Notice of Intent (NOi) to adopt an MND with the Office of Planning and Research and the County Clerk Chambers Group will distribute copies of the NOi to affected public agencies and to the ma1hng hst provided by the City Deliverables One electronic PDF copy of the MND and appendices for public agency d1stributIon will be provided Up to 15 hard copies of the summary forms and one copy of the NOC will be included for the State Clearinghouse submittal One NOi to be filed with the State Clearinghouse and the County Clerk Up to twenty-five NOls to be sent via regular mail Add1t1onal hard copies of the complete documents shall be provided at an add1t1onal cost Task 4 2 Final MND with Responses to Comments Responses to the comments will be prepared based upon comments received during pubhc review Chambers Group antIcIpates no more than 20 comment letters with an average of 5 comments each (100 comments total) will be received and addressed Chambers Group expects the comments will not be substantial In nature and will not require further analyses If more comments are received, add1t1onal costs would be required to address them and incorporate the responses and changes into the Final MND A draft of these responses will be provided to the City Upon receipt of two complete sets of comments from the City on the responses, a Final MND will be prepared This document combined with the Draft MND will constitute the Final MND to be used by the City when considering approval of the Project Deliverables One electronic copy of the Final MND and responses to comments 01203 0006/643763 3 EQG A-17 B-42 Following preparation of the Final MND, Chambers Group will prepare a Draft M1t1gat1on Monitoring Plan (MMP) as required by CEQA for review The Final MMP incorporating the comments received will be incorporated into the Final MND Deliverables MMP incorporated into Final MND The Notice of Determ1nat1on (NOD) Is filed following the dec1s1on to carry out or approve the Project for which the MND has been prepared Chambers Group will prepare the NOD and will file the NOD with the State Clearinghouse and the County Clerk Blue Engineering & Consulting will be responsible for Fish and Wildlife f1hng fees, 1f necessary Deliverables One NOD to be filed with the State Clearinghouse and the County Clerk Up to 25 NODs to be sent via regular mail E Task 5 Environmental Impact Report Option Should the results of the Initial Study and technical reports 1dent1fy that s1gnif1cant impacts may occur or that other factors may warrant a higher level of CEQA document, an Environmental Impact Report shall be prepared The tasks required for preparing an EIR are provided below Task 5 1 Notice of Preparation and Scoping Chambers Group will prepare the Notice of Preparation (NOP) for the Project after development of the Initial Study Checklist which will help determine the appropriate level of CEQA documentation The NOP will contain a description of the Project, a map showing the location of the ProJect, and a summary of the probable environmental impacts Upon receipt of the City's Comments, Chambers Group will prepare a Final NOP for public review Chambers Group will d1stnbute copies of the NOP with the previously prepared IS to the appropnate responsible and trustee agencies, interested parties, and to the ma1hng list provided by the City and will file the NOP with the Office of Planning and Research (QPR) and the Los Angeles County Clerk The NOP will be circulated for a 30-day public review period The comments that are received on the NOP will be used to further refine the ProJect descnpt1on or scope of EIR, 1f needed The NOP, comments received, and all correspondence will be included In the EIR appendices Chambers Group will send up to 100 NOPs to agencies and ind1v1duals on the City's maIhng hst The NOP will be filed and posted at the County Clerk's office for the requIsIte 45-day review penod Fees for f1hng with the County Clerk are included In this cost estimate The NOP will be no more than six pages The NOP will include a description of the project, location map of the project, salient environmental issues, and probable environmental effects of the project 01203 0006/643763 3 EQG A-18 B-43 In coordination with the City, Chambers Group will conduct one Public Scoping Meeting The meeting will provide opportunities for two-way communication 1) Staff and consultants will describe the purpose and need for the proJect, obJect1ves and benefits, as well as the difference between feasible and infeasible alternatives, and 2) Community members will be encouraged to provide their feedback on reasonable alternatives, and to express issues and concerns that should be addressed m the EIR A Meeting Notice Flyer will also be provided, as directed by staff, however, please note that ma1hng and postage of mvItat1ons are not included 1n this budget After completion of the Scoping/Community Meeting, Chambers Group will review the comments received during the public scoping process to determine 1f redefmmg of the scope of the environmental analysis 1s warranted This will also include 1dent1fy1ng thresholds of s1gnif1cance for use In the EIR analysis, and establishment of baseline cond1t1ons Deliverables 1 electronic PDF copy of the IS/NOP will be provided to the City Up to 15 hardcop1es of the summary form, once NOC, and 15 CDs containing an electronic PDF copy of the IS/NOP for public agency d1stnbut1on Up to 25 NOPs to be sent v,a cert1f1ed mail Task 5 2 Prepare Admm1strat1ve Draft EIR Conduct Env,ronmental Impact Analysis The document will contain a section for each environmental issue area Depending on the complexity of the Project, an analysis of all environmental issues may be warranted However, the EIR may be focused to jUSt a few issues based on the preparation of an IS D1scuss1on of each issue will begin with a description of the environmental setting Impact evaluations for each environmental issue area will contain the following elements 1 a statement 1dentIfymg the impact and ,ts s1gnif1cance, 2 a d1scuss1on of the impact and methodology used to evaluate the Project, 3 cumulative impacts evaluation, 4 applicable city policies and requirements, 5 recommended measures to m1t1gate the impact, and 6 a statement 1dent1fy1ng the level of s1gnif1cance after measures are implemented ldent1f1ed issue areas where potentially s1gnif1cant impacts may occur and/or expanded analysis may be appropriate are Air Quality, B1olog1cal Resources, Cultural and Paleontolog,cal Resources, Geology, Hazardous Materials, Hydrology and Water Quality, Land Use and Planning, Noise, and Public Services and Ut1l1t1es The draft need not include d1scuss1on of issue areas where ,t ,s clearly 1dent1f1ed during the preparation of the IS that no impacts, or less than s1gmf1cant impacts would occur as a result of the Project 01203 0006/643763 3 EQG A-19 B-44 Assess Cumulative Impacts Chambers Group will develop a hst of ongoing or future projects m the area wIthIn a reasonable radius around the project site to develop the cumulative impact analysis The Project's contribution to the overall cumulative impact will also be evaluated and discussed Analyze Alternat,ves Chambers Group, in concert with the City team, will develop a range of reasonable alternatives to be evaluated in the EIR per the CEQA guidelines Three alternatives will be assessed for their ab1hty to reduce or eliminate s1gmf1cant impacts of the Project, while resolving pubhc, as well as agency concerns As required by CEQA, the No Project Alternative will also be examined D1scuss1on of impacts associated with each feasible alternative, and summary matrix which compares the Project, and project alternatives will be prepared and included in the Draft EIR Prepare Other Requ,red Sections In add1t1on to the sections discussed above, Chambers Group will prepare all other required CEQA document sections, including a Table of Contents an executive summary, impacts of the project found not to be s1gmf1cant, growth-inducing impacts of the project, any s1grnf1cant Irrevers1ble environmental changes that will be involved with continued operation of the project, an energy conservation d1scuss1on consistent with Appendix F of the CEQA Guidelines, and a hst of organizations and persons consulted Deliverables 1 electronic PDF copy of the Admin1strat1ve Draft EIR for City review Task 5 3 Screencheck Draft Environmental Impact Report Screencheck Draft Enwronmental Impact Report Preparation and D1str1but1on Upon Chambers Group's receipt of the review comments, the Adm1rnstrat1ve Draft EIR will be mod1f1ed and the Screencheck Draft EIR prepared and include any revIsIons directed by the City Chambers Group will prepare and distribute copies of the Draft to the City, the OPR, and affected public agencies The Draft EIR will be circulated for a 45-day public review period Deliverables 1 electronic PDF copy of the EIR and appendices Up to 5 CDs containing an electronic PDF copy of the Draft EIR and technical studies as appendices for public agency d1stnbut1on Hard copies will be provided at an add1t1onal cost Prepare/D1str,bute Notice of Complet1on/Not1ce of Ava1lab 1llty As soon as the Screencheck Draft EIR 1s completed, a Notice of Completion (NOC) must be filed with the OPR and a Notice of Ava1lab1hty (NOA) must be filed with the County Clerk, and must be provided to the pubhc, either In a newspaper of general circulation or through direct mail Chambers Group will provide the Draft NOC/NOA to the City for their review and approval 01203 0006/643763 3 EQG A-20 B-45 Chambers Group will distribute copies to the appropriate responsible and trustee agencies, interested parties, and to the mailing hst provided by the City and will file the NOC with the QPR and the NOA with the County Clerk The NOC/NOA will be circulated for a 45-day public review period Deliverables 15 hard copies of the Executive Summary, 15 CDs containing an electronic PDF copy of the Screencheck Draft EIR with appendices Up to 25 NOC/NOAs to be sent via cert1fIed mail Task 5 4 Prepare Final EIR Coordinate before Preparation of Final EIR After the 45-day c1rculat1on period on the Draft EIR, Chambers Group will evaluate the written comments received and attend a meeting (m person, or teleconference) with the City on the approach for preparing response to comments After approach Is decided upon, Chambers Group will prepare a set of responses to comments Response to Comments The Final EIR will include each comment letter received, which will be followed by a response to each comment Responses to comments received by the City and made at Public Hearings will be prepared Chambers Group will provide City staff with a complete draft copy of the Response to Comments for review and will modify the Response to Comments The Response to Comments will be contained w1th1n the Final EIR Chambers Group will distribute a complete and final set of Response to Comments to each public and private organization commenting on the Draft EIR It Is assumed that no more than 100 comment letters, with an average of 5 comments each (500 comments total), would be received and addressed If more comments are received, add1t1onal costs would be required to address them This contingency Is detailed m the Cost Estimate for the ProJect Mltlgat,on Momtormg Program Chambers Group will prepare a M1t1gat1on Monitoring Plan (MMP) as required by CEQA Chambers Group will work with the technical staff and the City to develop the MMP Chambers Group will provide a Draft M1tlgat1on Monitoring Plan (MMP) at the time of submittal of the Adm1nistrat1ve Final EIR The MMP will be incorporated into the Final EIR Adm,mstrat,ve Fmal EIR After one review and comment on the Response to Comments, the responses will be finalized for inclusion In the Final EIR Based on comments from the pubhc review and input from the City, some changes to the wording of the Draft EIR may be needed Any required changes will be handled by including amended text and/or graphics within the Final EIR It Is assumed that no new field work or substantially new analyses or technical studies will be required 01203 0006/643763 3 EQG A-21 B-46 Findings of Fact (FOF) and Statement of Overriding Cons1derat1ons, 1f necessary Chambers Group will prepare Findings of Fact and 1f warranted, a Statement of Overriding Cons1derat1ons Deliverables 1 electronic PDF copy of the Admin1strat1ve Final EIR 1nclud1ng Response to Comments and the MMP Prepare Fmal Environmental Impact Report Upon Chambers Group's receipt of the City's review comments, the Admin1strat1ve Final EIR will be mod1f1ed and the Final EIR prepared The Notice of Determination (NOD) Is filed following the City's dec1s1on to carry out or approve the proJect for which the EIR has been prepared Chambers Group will prepare the NOD and will file the NOD with the QPR and the County Clerk The City will be responsible for Fish and Game filing fees, 1f necessary Deliverables Up to 20 hard copies of the NOD will be sent via cert1fIed F Task 6 Meetings and Public Hearings The following are included •Attendance of one 3-hour public outreach meeting, plus travel time •Attendance at one 3-hour community meeting, plus travel time •Attendance at one 3-hour City Council subcommittee meeting, plus travel time •Attendance at one 3-hour City Council Meeting to certify the environmental document, plus travel time •Up to three 1-hour coord1nat1on and progress meetings with the City staff, Palos Verdes Peninsula Land Conservancy Staff, and other government ag encies such as State and Federal wildlife agencies and the Cahforn1a Coastal Comm1ss1on via teleconference •Chambers Group will attend any other add1t1onal meetings requested by the City's Contract Officer on a t1me-and-materials bas1s II As part of the Services, Consultant will prepare and deliver the following tangible work products to the City See Section I for deliverables 01203 0006/643763 3 EQG A-22 B-47 marl Ill In add1t1on to the requirements of Section 6 2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports A Consultant will provide status reports as needed In the early stages these are ant1c1pated to be one or more times weekly As the project progresses, status updates will hkely be weekly or every other week The frequency of the status reports shall be determined ongomgly by the City's Contract Officer, m consultation with Chambers Group, as appropriate IV All work product 1s subJect to review and acceptance by the City, and must be revised by the Consultant without add1t1onal charge to the City, in accordance with Section I, above V Consultant will ut1hze the following personnel to accomplish the Services Staff Member Role I Title Kelene Stram Pro1ect Manaqer / Senior Environmental Planner, ProJect Manager Mike McEntee Pnnc1pal-m-Charge / President and Chief Operatmq Officer Corinne Lytle-Bonine Technical Advisor, Sr Planner/ Managing Environmental Planner Meghan Gibson Environmental Planning & Documentation I Project Environmental Planner Eunice Bagwan Environmental Planning and Documentation / Staff Environmental Planner Paul Morrissey B1olog1cal Resources Lead / Director of B1oloav Heather Clayton Botany and Restoration Services / Senior B1olog1st, Restoration Lead Sara1ah Skidmore W1ldhfe B1oloav Resources / Senior B1oloq1st, W1ldl1fe Lead Heather Franklin USFWS CAGN Permit Holder/ Pro1ect B1oloq1st Sandra Pentney, MA, RPA, ENV SP Cultural Resources Lead / Managing Cultural Resources Spec1al1st Hugh Wagner Paleontolog1cal Resources / Managing Cultural Resources Spec1ahst Richard Shultz Cultural Resources / Staff Cultural Resources Spec1ahst Lucas Tutschulte Cultural Resources/ Staff Cultural Resources Specialist 01203 0006/643763 3 EQG A-23 B-48 Ken Hazlett Cultural Resources/ Staff Cultural Resources S ec1ahst Eddie Font Aesthetics and Visual S1mulat1ons / Prine, al Architectural V1suallzat1on Greg Tonkov1ch, AICP, INCE Air, Greenhouse Gas, Noise/ Secretary and Senior Anal st , Water Quaht / Associate, Pro ect Mana er Clare M Look-Jae er, PE Traffic I Prine, al 01203 0006/643763 3 1:.QG A-24 B-49 ineer EXHIBIT "A-1" PORTUGUESE BEND LANDSLIDE MITIGATION PROJECT SITE - CIT" Of RNO-()P R�ional Ge-ology 01,;:_-.. ��B Stq,w,,,S.t, ,. "'A-----------------------------"'!'-""'f 01203.0006/6437633 EQG A-25 B-50 t EXHIBIT 11 B" SPECIAL REQUIREMENTS (Supersedmg Contract Boilerplate) Added text 1s indicated 1n bold 1tallcs, deleted text 1s indicated ,n strikethrough Section 1 4, California Labor Law, 1s deleted m its entirety II Section 2 4, Invoices, 1s amended to read 2 4 Invoices Each month Consultant shall furnish to City an original 1nvo1ce for all work performed and expenses incurred durmg the preceding month in a form approved by City's Director of Finance By subm1tt1ng an invoice for payment under this Agreement, Consultant 1s cert1fy1ng compliance with all prov1s1ons of the Agreement The invoice shall contain all information spec1f1ed in Exh1b1t "C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person Gw;-The Portuguese Bend Landflow Committee of the City Council shall independently review each mvo1ce submitted by the Consultant to determine whether the work performed and expenses incurred are m compliance with the prov1s1ons of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by Gw;-the Committee, or as provided 1n Section 7 3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur w1th1n 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 resubm1ss1on Review and payment by City for any 1nvo1ce provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law 01203 0006/643763 3 EQG 8-1 B-51 EXHIBIT "C" SCHEDULE OF COMPENSATION I.Consultant shall perform the following tasks at the following rates: TASK Task 1.1: Project Initiation and Kickoff Task 1.2: Project Description Task 2.1: Adm in Draft Initial Study Task 3: Technical Studies Task 3.1 Air Quality, Energy, GHG Analyses Task 3.2 Noise Analysis Task 3.3: Biological Assessment Task 3.4 Cultural Resources Task 3.5 Water Quality & Hydrology Task 3.6: Visual Simulations Task 3.7 Traffic Impact Analysis Task 3.8 Geology & Soils Task 3.9 Hazards Phase I ESA Task 4 Mitigated Negative Declaration Option Draft MND and Circulation Final MND Task 5 Environmental Impact Report Option Notice of Preparation / Scoping Ad min Draft EIR Draft EIR / Distribution Final EIR* Task 6: Meetings and Public Hearings MND PROJECT TOTAL COST Task 1: Project Initiation & Project Description $7,338.00 Task 2: Initial Study $13,114.00 Task 3: Technical Studies and Support $162,897.50 Task 4: MND $31,106.00 Task 6: Meeting and Public Hearings $5,568.00 Total Labor $220,023.50 Miscellaneous Costs (Mileage, printing, etc.) $2,367.00 Total Labor plus Costs (IS/MND Option)* $222,390.50 EIR PROJECT TOTAL COST Task 1: Project Initiation $7,338.00 Task 2: Initial Study $13,114.00 Task 3: Technical Studies and Support $162,897.50 0l2030006/6437633 EQG C-1 COST $2,468.00 $4,870.00 $13,004.00 $5,760.00 $3,840.00 $9,957.50 $16,640.00 $55,000.00 $9,400.00 $15,300.00 26,500.00 $20,500.00 $17,372.00 $13,734.00 $13,732.00 $19,570.00 $13,562.00 $16,570.00 $5,568.00 B-52 Task 5 - EIR $63 434 00 Task 6 Meeting and Pubhc Hearings $5,568 00 Total Labor $252,351 50 Miscellaneous Costs (Mileage, printing, etc } $3,367 00 Add1t1anal Cost for Extra Comment Letter Responses $10,000 00 Total Labor plus Costs (EIR Option} $265,718 50 II A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory com plebon of services NOT APPLICABLE Ill Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum Is not exceeded per Section 2 1, unless Add1t1onal Services are approved per Section 1 9 IV The City will compensate Consultant for the Services performed upon submIss1on of a valid invoice Each invoice Is to include A Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate B Line items for all materials and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services V Invoices will be sent directly to accounts payable then Finance will distribute the invoice to the Portuguese Bend Landflow Committee of the City Council and to the City's Contract Officer Invoices will be reviewed and either approved or reJected within 30 days V The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2 1 of this Agreement VII The Consultant's billing rates for all personnel are attached as ExhIbIt C-1 01203 0006/643763 3 EQG C-2 B-53 EXHIBIT "C-1" PERSONNEL RATES EffectM! January 2020 BIWNGRATES STAFF Charges for all professional, technical and adnunistratr.te persoMel directly charging ume to the proJect vnll be calculated and billed on the basis of the following staff category hourty "81llmg Rates • B1lhng Rates mdude fnnge benefits, burden, and fe-e StaflTl1ie Senior 01rect0f Director/Program Manager S, Pro1ect Manager Pro,IKt Manager Managing Cultural Resources Speaallst Semo•· Cultural Resources Speaalist Proiect Cultural Resources Specialist Staff Cultural Resouroes Speaahst Cultural Resources Speaahst Assistant Cultural ResouTces Speoahst Senior GIS Analyst Staff GIS Analyst GIS T echn,aan ProJect Controls SpeoallSt Proiect Assistant/Tech EditOI' WOl'd Processor Oenal/Ted\n,aan 01203 0006/643763 3 EQG S22500 $20000 S16500 $14000 S16500 $13400 $11800 $10300 S9200 S7300 $14700 SU2 00 $10700 S9300 58200 S7200 $6200 C-3 StaffTl1ie Rate Managing Environ Plannet' $18500 Senior Environ Planner $15400 Pro,ect Em/Iron Planner $13400 Staff Environ Plannet" $11400 Environ Plamer S10400 Assistant Environ Planner S93 00 Managing 810log15t / BotanlSt $18500 Senior Blologtst / Botanist S14900 ProJect 81olog1St / Botanist $12900 Staff Biologist / Botanist $11300 lltologlst / Botanist S10300 Assistant Biologist/ Botanist S9300 Managing RestOl'atlon 01rectOI' $13300 Restoration Speaahst Foreman S78 00 (Foreman) Restoration Speaahst S41 00 Maintenance labor B-54 EXHIBIT "D" SCHEDULE OF PERFORMANCE I.Consultant shall perform all services timely in accordance with the following schedule. The following schedule assumes that all relevant project information will be received during the project kick-off meeting. Should the City require peer reviews of the Initial Study and technical reports from a third-party consultant, the schedule will be revised to accommodate additional review periods. PROJECT INITIATION AND INITIAL STUDY TASK NAME DURATION (following NTP) Notice to Proceed (NTP) Day 0 Project Kick Off 5 Days Project Description 2 Weeks City Review of Project Description 1 Week Finalize Project Description 1 Week Prepare Draft Initial Study 4 Weeks City Review of Initial Study 2 Weeks Prepare Final Initial Study 2 Weeks Technical Studies and Support 8 to 12 Weeks Approximate Total 12 Weeks or Fewer Technical studies will be prepared concurrent with the preparation of the Initial Study. Estimated start and end dates: 6/1/2020 -8/21/2020 01203 0006/6437633 EQG D-1 B-55 MITIGATED NEGATIVE DECLARATION OPTION TASK NAME DURATION Prepare Administrative Draft IS/MND 2 Weeks City Review of Draft IS/MND 1 Week Prepare/Distribute the IS/MND and Notices 2 Weeks City Review of Draft IS/MND and Notices 1 Week Public Circulation 30 Days Prepare Final MND with Response to Comments 4 Weeks and MMRP City Review of Final IS/MND, Response to 1 Week Comment, and MMRP Notice of Determination 1 Week Approximate Total 16 weeks or Less Estimated start and end dates including preparation of the Initial Study: 6/1/2020 -9/18/2020 ENVIRONMENTAL IMPACT REPORT OPTION TASK NAME DURATION Prepare Draft NOP 2 Weeks City review of Draft NOP 2 Weeks Prepare and distribute IS/NOP 2 Weeks Public Scoping period 30 Days Prepare Administrative Draft EIR 3 Weeks City review of Administrative Draft EIR 3 Weeks Prepare and distribute draft EIR, NOC, and 2 Weeks NOA 01203 0006/643763 3 EQG D-2 B-56 Public review period 45 Days Respond to comments as appropriate and 3 Weeks preparation of MMRP City review of response to comments and 2 Weeks MMRP Prepare admm1strat1ve Final EIR, MMRP, 2 Weeks Findings of Fact, NOD, and Statement of Overriding Cons1derat1ons (1f necessary) City review of adm1nistrat1ve Final EIR, MMRP, 2 Weeks F1nd1ngs of Fact, NOD, and Statement of Overriding Cons1derat1ons (If necessary) Prepare Final EIR, MMRP, Findings of Fact, 2 Weeks NOD, and Statement of Overriding Cons1derat1ons (1f necessary) Approximate Total 32 Weeks or Fewer Estimated start and end dates including preparation of the Initial Study 6/1/2020 to 12/31/2020 Please note This tImehne can be truncated 1f the NOP Is released prior to completion or final technical studies II Consultant shall dehver the following tangible work products to the City by the following dates See Section I for deliverables and due dates Ill The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 01203 0006/643763 3 EQG D-3 B-57