CC SR 20220906 M - Amendment to H2 Environmental PSA (for Ladera Linda)
CITY COUNCIL MEETING DATE: 09/06/2022
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve Amendment No. 2 to the professional
services agreement with H2 Environmental Consulting Services, Inc. for hazardous
materials abatement.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 2 to the professional services agreement with H2
Environmental Consulting Services, Inc. increasing the contract sum by $13,370
from $19,475 to $32,845 for hazardous materials abatement associated with the
Ladera Linda Community Park Project; and
(2) Authorize the Mayor and City Clerk to execute the amendment, in a form approved
by the City Attorney.
FISCAL IMPACT: None. The cost of the amendment is within the project contingency
budget.
Amount Budgeted: $38,945
Additional Appropriation: $0
Account Number(s): 334-400-8405-8008 (Quimby Fund – Ladera Linda/Materials Testing)
ORIGINATED BY: James O'Neill, Project Manager
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 2 to the Professional Services Agreement with H2
Environmental Consulting Services, Inc. (page A-1)
B. Amendment No. 1 to the Professional Services Agreement with H2
Environmental Consulting Services, Inc. (page B-1)
C. Professional Services Agreement with H2 Environme ntal Consulting
Services, Inc. (page C-1)
1
CITYOF RANCHO PALOS VERDES
BACKGROUND:
On December 6, 2021, the City entered into a professional services agreement (PSA)
with H2 Environmental Consulting Services, Inc. (H2 Environmental) for a sum of $12,125
to provide materials lead and asbestos surveys and reports, as well as remediation
specifications for the Ladera Linda Community Park Project.
On March 14, 2022, the City amended the PSA to add services during construction to
include asbestos and lead air monitoring and oversight of the construction contractor’s
hazardous material remediation work. As a result, the PSA was increased by $7,350,
resulting in a revised sum of $19,475.
The original PSA, and its amendment, were executed by the City Manager within his
authority to execute contracts with a total annual value of less than $25,000 per vendor.
DISCUSSION:
During excavation to install the new building foundation, the construction contractor
discovered an unknown underground pipe that was not indicated on any utility records.
Testing was needed to determine if the pipe contained asbestos because its material and
vintage gave reason to believe such. H2 Environmental was directed to perform this
testing, which was not part of its PSA. The testing confirmed that asbestos was present
and H2 Environmental was directed to provide the necessary reports and oversight for
proper removal and disposal of the pipe, which was also not part of its PSA.
Additionally, during the construction contractor’s other hazardous ma terials remediation
work, H2 Environmental needed to exceed the estimated monitoring and oversight hours
included in its PSA because of the unforeseen complexity of some of the remediation
work.
The additional work that H2 Environmental was directed to perform was monitored by the
City’s contracted project management firm, Griffin Structures, and was calculated to be
$13,370 based on time spent and materials used at the PSA rates.
Although an amendment of this amount would typically require City Council approval
because it places the total PSA amount over $25,000, an immediate decision was needed
on whether to direct H2 Environmental to provide additional services. This is because its
services affected the critical path of the construction s chedule, especially the removal of
the unknown underground pipe.
Had H2 Environmental not been immediately directed to proceed with additional services,
construction would have been halted and the project would have been delayed by a few
weeks. Additionally, the delay could have exposed the City to a potential claim from the
construction contractor that it incurred re-mobilization and additional overhead costs.
2
Staff believed that it would have been unreasonable to expose the City to a potential claim
of tens of thousands of dollars in additional costs; therefore, the Contract Officer directed
H2 Environmental to proceed with additional work, with the understanding that the City ’s
contracted construction management firm would carefully track the additional work so that
an after-the-fact amendment could be completed.
Project Cost Summary Table
CONCLUSION:
Staff recommends the City Council approve Amendment No. 2 to the PSA with H2
Environmental to increase the contract sum by $13,370 for time-critical hazardous
material remediation services needed to keep the project on schedule and avoid the
potential for a claim from the construction contractor for re-mobilization and additional
overhead costs.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative action s are available
for the City Council’s consideration:
1. Do not approve the contract amendment.
2. Take other action, as deemed appropriate.
8405 - Ladera Linda Community Park
Notes
Project Budget Summary Fund Budget
334 350,000.00 FY 2017-18 LL Master Plan
334 473,521.00 Prior years additional appropriation/PO carryover
Additional Appropriation 334 132,334.00 FY 2021-22 Johnson Favaro Amendment #4
Additional Appropriation 330 150,000.00 FY 2021-22 LL Project Manager
Additional Appropriation 333 3,953,000.00 FY 2021-22 ARPA funding
Additional Appropriation 334 750,000.00 CC approved 3/1/22
Additional Appropriation 330 12,961,229.00 CC approved 3/1/22
Revised Budget 18,770,084.00
Project Costs Summary Fund Project Budget
Project-to-Date
Actuals
Project-to-Date
Committed
Project
Remaining
Balance
8001 Professional/Technical Services 330 99,982.99 94,770.31 5,212.68 0.00
8004 Architectural Design Services 330 15,632.51 15,632.51 - -
8101 Equipment & Furnitures 330 397,871.00 41,711.91 - 356,159.09
8403 Park Improvements 330 11,786,734.00 - 11,786,734.00 - AMG & Associates - construction awarded 3/1/22
8802 Other Improvements 330 811,008.50 - - 811,008.50
8001 Professional/Technical Services 333 917,504.00 424,717.40 493,861.60 (1,075.00)
8008 Material Testing 333 72,155.00 22,354.86 49,800.14 - Material testing & geotechnical awarded 3/1/22
8403 Park Improvements 333 2,963,341.00 1,174,210.97 1,789,130.03 - AMG & Associates - construction awarded 3/1/22
8001 Professional/Technical Services 334 70,328.00 70,598.00 - (270.00)
8004 Architectural Design Services 334 1,320,518.00 866,017.93 308,022.07 146,478.00 LL Design & support service awarded 3/1/22
8005 Engineering Design Services 334 - - -
8006 Inspection Services 334 245,891.00 - 245,890.70 0.30 Inspection services awarded 3/1/22
8008 Material Testing 334 38,945.00 3,025.14 3,074.86 32,845.00
8099 Misc./Other expenses 334 26,528.00 16,595.21 5,221.65 4,711.14
8402 Building Improvements 334 3,645.00 3,645.00 - -
Project Total 18,770,084.00 2,733,279.24 14,686,947.73 1,349,857.03
Description
Original Budget
Additional Appropriation
3
A-1
AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation ("City"), and H2 ENVIRONMENT AL CONSUL TING
SERVICES, INC., a California corporation ("Consultant"), is effective as of September 6, 2022.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated December 6 , 2021 ("Agreement") whereby Consultant agreed to provide lead and asbestos
survey, report and specifications for the Ladera Linda Community Park Project (the "Services"),
for a Contract Sum of$12,125 , with a Term of 60 days.
B. On March 14, 2022, the City and Consultant entered into Amendment No. 1 for
Consultant to provide Asbestos and Lead Air Monitoring and Project Oversight services for an
additional $7,350, and a revised Contract Sum of$19,475.
C. Consultant was asked to conduct asbestos testing on a previously unknown pipe,
and subsequently directed to provide the necessary reports and oversight for proper removal and
disposal of the pipe, which was work not contemplated in the original scope of work.
D. Additionally, Consultant 's work of monitoring and oversight of hazardous
materials remediation by the construction contractor took longer than originally estimated because
of unforeseen complexity of some of the work.
E. Therefore, the City and Consultant now desire to amend the Agreement to
retroactively provide for additional monitoring and testing for asbestos and lead air testing of the
Ladera Linda Community Park project for an additional $13,370, and for revised Contract Sum of
$32,845.
F. This Amendment also includes technical cleanups of Amendment No. 1, and an
updated Term.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in hold italics.
a. Section 2.1 , Contract Sum, is amended to read:
"Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in the "Schedule of Compensation"
attached hereto as Exhibit "C" and incorporated herein by this reference.
The total compensation, including reimbursement for actual expenses, shall
not exceed Sll,125 (Twel,·e Thauseed Oee Huedred Tweet)' Fi-.·e
A-2
DaUars)$32,845 (Thirty Two Thousand Eigltt Hundred Forty Five
Dollars) (the "Contract Sum"), unless additional compensation is approved
pursuant to Section 1.9."
b. Section 3.4, Term, is amended to read:
"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 60 DAY8 from the date hereofOctober 31,
2022, except as otherwise provided in the Schedule of Performance (Exhibit
"D")."
c. Amended Exhibit "A" Scope of Services For Asbestos And Lead Air
Monitoring And Project Oversight Services Pursuant To Amendment No I
is replaced with Exhibit "A" Amendment No. 2 Scope of Services, attached
hereto and incorporated by reference.
d. Amended Exhibit "B" Schedule of Compensation For Asbestos And Lead
Air Monitoring And Project Oversight Services Pursuant To Amendment
No 1 is replaced with Exhibit "B " Amendment No. 2 Special Requirements,
attached hereto and incorporated by reference.
e. Amended Exhibit "C" Schedule Of Additional Performance For Asbestos
And Lead Air Monitoring And Project Oversight Services Pursuant To
Amendment No I is replaced with Exhibit "C " Amendment No. 2 Schedule
of Compensation, attached hereto and incorporated by reference.
f. Exhibit "D" Amendment No. 2 Schedule of Performance is attached hereto
and incorporated by reference.
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 and
2, all provis ions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2 , whenever the term "Agreement" appears in the Agreement,
it shall mean the Agreement, as amended by Amendment Nos. 1 and 2.
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.
Consultant represents and warrants to City that, as of the date of this Amendment, 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.
0 1203.0006/8 14883.3 -2-
A-3
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
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. 2 .
5. Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not viol_?te any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
0 1203.0006/814883.3 -3-
A-4
IN 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 Bradley, Mayor
CONSULTANT:
H2 ENVIRONMENT AL CONSUL TING
SERVICES , fN
By :
By:
W. Thomas Hajey
Vice President
Name:
Title:
Address: 13122 6th Street
Chino, California 91710
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 CONSULT ANT'S BUSINESS ENTITY.
01 203 .0006/81 4883.3 -4-
A-5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed th e
docwnent to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST ATE OF CAUFORN1A
COUNTY OF LOS ANGELES
On ___ ___, 2022 before me,------~ personally appeared ------~ proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
e x ecuted the instrument.
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.
Signature: ______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the docwnent and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□
□ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
0 GENERAL
A ITORNEY-IN-F ACT
TRUSTE E(S)
GUARDIAN/CONSER VA TOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
0 1203.0006/814883.3
DESCRCPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMEN T
SIGNER(S) OTHER THAN NAMED ABOVE
A-6
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who s igned the
docwnent to which this certificate is attached, and not the truthfulness, accuracy or validity of that docwnent.
ST ATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2022 before me, , personally appeared ______ , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
r certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WfTNESS my hand and official seal.
Signature: ______________ _
OPTIONAL
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prevent fraudulent reattachment of this form.
CAPACITY CLAJMED BY SIGNER
□ INDIVTDUAL
0 CORPORA TE OFFICER
TITLE(S)
PARTNER(S) □
□ ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GENERAL □
□ □ □ □
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITYOES))
01203 .0006/8 14883 .3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-7
EXJDBIT "A" AMENDMENT NO. 2
SCOPE OF SERVICES
Consultant shall provide the following services: Lead and asbestos survey of Ladera Linda Park
(5 buildings) located at 32201 Forrestal Drive. The scope includes field inspection and sampling,
sample analysis, report preparation, and hazardous material remediation specification preparation
for bidding purposes.
During construction, Consultant's Services shall include asbestos and lead air monitoring and
oversight of the construction contractor's hazardous material remediation work.
Consultant shall perform the following work on a previously unknown underground pipe not
indicated on any utility records: Asbestos testing; and, if applicable, conduct the necessary
reporting and oversight for proper removal and disposal of the pipe.
0120 3.0006/814883.3
A-8
EXHIBIT "B" AMENDMENT NO. 2
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
0 1203.0006/8 1488 3.3
A-9
EXHIBIT "C" AMENDMENT NO. 2
SCHEDULE OF COMPENSATION
Asbestos and Lead Air Monitoring/ Project Oversight
Cost Break Down is as follows:
Project Manager $100 .00 16 $1 ,600
Field Inspector $600.00 36 $21,600
Lead Samples (Wipes/ Air)
(24 Hour Turnaround time) $25 .00 each 6 $150
XRF Samples $250.00 5 $1,250
Sample Analysis (Asbestos)
Polarized Light Microscopy $15.00 each 261 $3 ,915
PCM Samples (NIOSH 7400) $-$15.00 12 $180
TCLP Sample $350.00 1 $350
Procedure 5 Letter $1,000.00 1 $1 ,000
Report Preparation
Field Inspector $50.00 7 $350
Sample Analysis (Asbestos)
Subtotal Specification $2,450
TOTAL PROFESSIONAL FEES $32,845
0 1203 .0006/814 883.3
A-10
EXHIBIT "D" AMENDMENT NO. 2
SCHEDULE OF PERFORMANCE
All services shall be performed in a timely manner so as not to delay construction.
Consultant shall provide a final report within two weeks of completion of the sampling and
monitoring period.
0 1203.0006/8 14 883 .3
B-1
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
("Amendment No 1 ") by and between the CITY OF RANCHO PALOS VERDES, a general
law city & mumcipal corporation ("City"), and H2 ENVIRONMENT AL CONSULTING
SERVICES, INC, a Cahforrua corporation ("Consultant"), is effective as of March 14, 2022
RECITALS
A City and Consultant entered mto that certam "Agreement for Contractual Services," dated
December 6 2021 (the "Agreement"), whereby Consultant agreed to provide lead and
asbestos survey, report and specifications for the Ladera Lmda Commumty Park Project
(the Services) for a Contract Sum of $12,125 00
B City and Consultant now wish to amend the Agreement to add Asbestos and Lead Au
Momtonng and Project Oversight services for $7,350 00 The additional services mcrease
the Contract Sum to $19,475 00
TERMS
1 Contract Changes The Agreement is amended as provided herem
(a) Amended Exh1b1t "A" Scope of Services
(b) Amended Exh1b1t "B" Schedule of Compensation
( c) Amended Exhibit "C" Schedule of Performance
2 Contmumg Effect of Agreement. Except as amended by this Amendment, all
prov1s1ons of the Agreement shall remam unchanged and m full force and effect From and after
the date of this Amendment, whenever the term "Agreement" appears m the Agreement, 1t shall
mean the Agreement, as amended by this Amendment 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 nghts and obligations
ansmg under the Agreement Each party represents and warrants to the other that there have been
no wntten or oral modifications to the Agreement other than as provided herem Each party
represents and warrants to the other that the Agreement 1s currently an effective, vahd, and bmdmg
obhgat1on
Consultant represents and warrants to City that, as of the date of this Amendment, City 1s
not m default of any matenal term of the Agreement and that there have been no events that, with
the passmg of time or the g1vmg of notice, or both, would constitute a matenal default under the
Agreement
B-2
City represents and warrants to Consultant that, as of the date of this Amendment,
Consultant 1s not m default of any matenal term of the Agreement and that there have been no
events that, with the passmg of trme or the g1vmg of notice, or both, would constitute a matenal
default under the Agreement
4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and mdependent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment
5 Authority The persons executmg this Amendment on behalf of the parties hereto
warrant that (1) such party 1s duly organized and ex1stmg, (11) they are duly authonzed to execute
and deliver this Amendment on behalf of said party, (m) by so executmg this Amendment, such
party 1s formally bound to the prov1s1ons of this Amendment, and (1v) the entenng mto this
Amendment does not v10late any prov1s1on of any other agreement to which said party 1s bound
[SIGNATURES ON FOLLOWING PAGE]
01203 0001/308425 2 -2-
B-3
IN WITNESS WHEREOF, the parties hereto have executed tlus Agreement on the date
and year first-above wntten
ATTEST
~/,(,~~
~---;es~oka, City Clerk
\
APPROVED A~ TO FORM:
ALESHIRE & WYNDER, LLP
CITY
CITY OF RANCHO PALOS VERDES, a
CONSULTANT
By
Name
Title
..
Address i? J 2 '2 t:;;-#-, fr.
0,#Jyt!o I C, (j/7LD
Two corporate officer signatures required when Consultant 1s a corporataon, with one signature required from
each of the followmg 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 0001/308425 2 -3-
B-4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary pubhc or other officer completing this certificate venfies only the 1dent1ty of the ind1v1dual who signed the
document to which this certificate ts attached, and not the truthfulness, accuracy or validity of that document
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ffJ I I l , 2022 before me, ~ fitql'llf;c;,.,,.nally appeared N :j\1'111/t; tlu,~.tved to me on the
basis of satisfactory evidence to 7the person(s) whose names(s) ts/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in h1s/her/the1r authonzed 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
I certify under PENAL TY OF PERJURY under the laws of the State of Cahforma that the foregoing paragraph 1s true
and correct
WllNESS~~
Signature -~-+--+----~----------
~·-··········1 a KATIE AHN ENCIMAS
: Notary P\ibHc C4ttforn,a I I San Bernardino County
ComlfflSSlOII II 2)74171 -~ My Comm Exp1r15 Sep 13, 2025 J
OPTIONAL
Though the data below 1s not reqmred by law, 1t may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□
□ □ □ □
TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT
LIMITED
GENERAL
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0001/308425 2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completmg this certificate venfies only the 1dent1ty of the md1v1dual who signed the
document to which this certificate ts attached, and not the truthfulness, accuracy or vahd1ty of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES IA/
on.Jwri I 11, , 2022 before me, 14hl tflctnl,~personally appeared N 1huMr1~ ~~ied to me on the
basts of satisfactory evidence to be the person(s) whose names(s) ts/are subscnbed to the w1thm 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
I certify under PENALTY OF PERJURY under the laws of the State ofCahfom1a that the foregoing paragraph 1s true
and correct
WllNESSm~~
Signature -~t-+-............... -=-.--~---~---'--/---
1·········••1t1
..
KATIE ANH ENCINAS
-Notary Public: uhfom11 • I S&n ltmardlno County s::
Commlulon I 2374871 -~ : Comm :,1;5 Sep.:] 20~ t
OPTIONAL
Though the data below ts not required by law, tt may prove valuable to persons relying on the document and could
prevent fraudulent reattachment ofthts form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□
□ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
0 GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0001/308425 2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-6
AMENDED EXHIBIT "A"
SCOPE OF SERVICES
FOR ASBESTOS AND LEAD AIR MONITORING
AND PROJECT OVERSIGHT SERVICES
PURSUANT TO AMENDMENT NO 1
Consultant shall provide a Cahforma Certified Site Surveillance Techmcian to perform lead
sampling and daily au momtormg services durmg the asbestos and lead related activities at the
Ladera Lmda Commumty Park project site The scope of services mcludes ten (10) eight (8)-hour
shifts for a total not to exceed of eighty (80) hours of additional services
Consultant shall provide project management oversight
01203 0001/308425 2
B-7
AMENDED EXHIBIT "B"
SCHEDULE OF ADDITIONAL COMPENSATION
FOR ASBESTOS AND LEAD AIR MONITORING
AND PROJECT OVERSIGHT SERVICES
PURSUANT TO AMENDMENT NO 1
Asbestos and Lead Air Momtoring/ProJect Oversight
Cost Break Down Is as follows
Project Manager $100 00 5
Field Inspector $600 00 10
Lead Samples (W1pes/A1r)
(24 Hour Turnaround time) $25 00ea 32
PCM Samples (NIOSH 7400) $0 00 80
Report Preparation
Field Inspector $50 00 1
TOT AL PROFESSIONAL FEES
01203 0001/308425 2
$ 500 00
$6,000 00
$ 800 00
$00 00
$ 50 00
$7,350 00
B-8
AMENDED EXHIBIT "C"
SCHEDULE OF ADDITIONAL PERFORMANCE
FOR ASBESTOS AND LEAD AIR MONITORING ~
AND PROJECT OVERSIGHT SERVICES
PURSUANT TO AMENDMENT NO 1
The duration of the services shall contmue until Fmal Completion of the construction and close-
out
All services shall be performed m a timely manner so as not to delay construction
Consultant shall provide a final report withm two weeks of completion of the samplmg and
momtonng penod
01203 000 I /308425 2
C-101203 0006n57840 I
H2
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
H2 ENVIRONMENTAL CONSUL TING SERVICES, INC.
for
Testing SerVIces at Ladera Lmda Commumty Park
1
C-2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
H2 ENVIRONMENT AL CONSUL TING SERVICES, INC
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") 1s made and entered
mto on December 17, 2021, by and between the CITY OF RANCHO PALOS VERDES, a
Califorrna mumc1pal corporation ("City'') and H2 ENVIRONMENT AL CONSUL TING
SERVICES, INC, a Califorrna Corporation ("Consultant") City and Consultant may be referred
to, md1v1dually or collectively, as "Party" or "Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services def med and descnbed particularly m Article 1 of this Agreement
B Consultant, followmg submission of a proposal for the performance of the services
defmed and descnbed particularly m Article 1 of this Agreement, was selected by the City to
perform those services
C Pursuant to the City of Rancho Palos Verdes Mumc1pal Code, City has authonty to
enter mto and execute this Agreement
D The Parties desrre to formalize the selection of Consultant for performance of those
services defmed and descnbed particularly m Article 1 of this Agreement and desrre that the terms
of that performance be as particularly defined and descnbed herem
OPERATIVE PROVISIONS
NOW, THEREFORE, m cons1derat1on of the mutual promises and covenants made by the
Parties and contamed herem and other cons1derat1on, the value and adequacy of which are hereby
acknowledged, the parties agree as follows
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions ofthis Agreement, the Consultant shall provide
those services specified m the "Scope of Services", as stated m the Proposal, attached hereto as
Exhibit "A" and mcorporated herem by this reference, which may be referred to herem as the
"services" or "work" hereunder As a matenal mducement to the City entenng mto this Agreement,
Consultant represents and warrants that 1t has the qualifications, expenence, and facilities
necessary to properly perform the services requrred under this Agreement m a thorough,
competent, and professional manner, and 1s expenenced m performing the work and services
contemplated herem Consultant shall at all trmes faithfully, competently and to the best of its
ab1hty, expenence and talent, perform all services descnbed herem Consultant covenants that 1t
shall follow the highest professional standards m performing the work and services reqmred
hereunder and that all matenals will be both of good quality as well as fit for the purpose mtended
For purposes of this Agreement, the phrase "highest professional standards" shall mean those
01203 0006n57840 I
C-3
standards of practice recogmzed by one or more first-class firms performmg similar work under
similar c1rcumstances
1 2 Consultant's Proposal
The Scope of Service shall mclude the Consultant's Proposal which shall be mcorporated
herem by this reference as though fully set forth herem In the event of any mconsistency 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 mformed concernmg, and shall render all services hereunder m
accordance with, all ordmances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity havmg junsdictlon m effect at the time service is
rendered
1.4 Cahforma Labor Law
If the Scope of Services mcludes any "pubhc work" or "mamtenance work," as those terms
are defmed m Califorrua Labor Code section 1 720 et seq and Califorma Code of Regulations,
Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall
pay prevailmg wages for such work and comply with the requirements m Califorma Labor Code
sect10n 1770 et seq and 1810 et seq , and all other applicable laws, mcludmg the followmg
reqmrements
(a) Pubhc Work The Parties acknowledge that some or all of the work to be
performed under this Agreement ts a "pubhc work" as defined m Labor Code Section I 720 and
that this Agreement is therefore subject to the reqmrements of Division 2, Part 7, Chapter 1
( commencmg with Sect10n 1720) of the Cahforma Labor Code relatmg to pubhc works contracts
and the rules and regulations estabhshed by the Department of Industrial Relations ("DIR")
unplementmg such statutes The work performed under this Agreement is subject to compliance
momtormg and enforcement by the DIR Consultant shall post jOb site notices, as prescnbed by
regulation
(b) Prevailing Wages Consultant shall pay prevail mg wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1 773 2, copies of the
prevailmg rate of per diem wages are on file at City Hall and will be made available to any
mterested party on request By imtiatmg any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determmation of the prevailmg rate of per diem wages,
and Consultant shall post a copy of the same at each jOb site where work is performed under this
Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concernmg the payment
of prevailmg rates of wages to workers and the penalties for failure to pay prevailmg wages The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day,
or portion thereof, for each worker paid less than the prevailmg rates as determmed by the DIR for
01203 0006n57840 I 2
C-4
the work or craft m wluch the worker 1s employed for any pubhc work done pursuant to th.ts
Agreement by Consultant or by any subcontractor
( d) Payroll Records Consultant shall comply with and be bound by the
prov1s1ons of Labor Code Section 1776, wluch reqmres Consultant and each subconsultant to keep
accurate payroll records and venfy such records m wntmg under penalty of peIJury, as specified
m Section 1776, certify and make such payroll records available for mspect1on as provided by
Sect10n 1776, and mform 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 Cahforrna Code of Regulations Title 8,
Section 200 et seq concernmg the employment of apprentices on pubhc works proJects Consultant
shall be responsible for comphance with these aforementioned Sections for all apprenttceable
occupations Pnor to commencmg work under th.ts Agreement, Consultant shall provide City with
a copy of the mformatton subffiltted to any applicable apprent1ceslup program W1thm 60 (sixty)
days after concludmg work pursuant to th.ts Agreement, Consultant and each of its subconsultants
shall submit to the City a venfied statement of the Journeyman and apprentice hours performed
under th.ts Agreement
(f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section
1810
(g) Penalties for Excess Hours Consultant shall comply with and be bound by
the prov1s10ns of Labor Code Section 1813 concernmg penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed m the performance oftlus Agreement by the Consultant or by any subcontractor
for each calendar day dunng wluch such worker 1s requtred or permitted to work more than 8
(eight) hours many one calendar day and 40 (forty) hours many one calendar week m v10latton
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 m excess of 8 ( eight) hours per
day, and 40 (forty) hours dunng any one week shall be permitted upon pubhc work upon
compensation for all hours worked m excess of 8 hours per day at not less than one and 1 ½ ( one
and one half) times the basic rate of pay
(h) Workers' Compensation Cahforrna Labor Code Sections 1860 and 3700
provide that every employer will be requtred to secure the payment of compensation to its
employees 1f 1t has employees In accordance with the prov1s1ons of Cahforrna Labor Code Section
1861, Consultant certifies as follows
"I am aware of the prov1s1ons of Section 3700 of the Labor Code wluch requtre
every employer to be msured agamst hab1hty for workers' compensation or to
undertake self-msurance m accordance with the prov1s1ons of that code, and I will
comply with such prov1s1ons before commencmg the performance of the work of
th.ts contract "
Consultant's Authorize
01203 0006n57840 I 3
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(1) Consultant's Respons1b1hty 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 I (commencmg with Section 1720) of
the Califorma Labor Code, and shall make such compliance a requrrement m any contract with
any subcontractor for work under this Agreement Consultant shall be requrred to take all actions
necessary to enforce such contractual prov1s1ons and ensure subcontractor's compliance, mcludmg
without limitation, conductmg a review of the certified payroll records of the subcontractor on a
penod1c basis or upon becommg aware of the failure of the subcontractor to pay his or her workers
the specified preva1hng rate of wages Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor
1.5 Licenses, Pernnts, Fees and Assessments.
Consultant shall obtam at its sole cost and expense such licenses, permits and approvals as
may be requrred by law for the performance of the services requrred by this Agreement Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and mterest, which may be Imposed by law and anse from or are necessary for the Consultant's
performance of the services reqmred by this Agreement, and shall mdemrufy, defend and hold
harmless City, its officers, employees or agents of City, agamst any such fees, assessments, taxes,
penalties or mterest levied, assessed or Imposed agamst City hereunder
1.6 Fannharaty with Work
By executmg this Agreement, Consultant warrants that Consultant (1) has thoroughly
mvestlgated and considered the scope of services to be performed, (11) has carefully considered
how the services should be performed, and (m) fully understands the fac1lit1es, difficulties and
restnctlons attendmg performance of the services under this Agreement If the services mvolve
work upon any site, Consultant warrants that Consultant has or will mvest1gate the site and 1s or
will be fully acquamted with the cond1t10ns there ex1stmg, pnor to commencement of services
hereunder Should the Consultant discover any latent or unknown cond1t1ons, which will matenally
affect the performance of the services hereunder, Consultant shall Immediately mform the City of
such fact and shall not proceed except at Consultant's nsk until wntten mstruct1ons are received
from the Contract Officer m the form of a Change Order
1. 7 Care of Work
The Consultant shall adopt reasonable methods durmg the life of the Agreement to furmsh
contmuous protection to the work, and the eqmpment, matenals, 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
18 Further Respons1b1htles of Parties.
Both parties agree to use reasonable care and diligence to perform therr respective
obligations under this Agreement Both parties agree to act m good faith to execute all mstruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
01203 0006n57840 I 4
C-6
of tins Agreement Unless hereafter specified, neither party shall be responsible for the service of
the other
1.9 Add1tional Services
City shall have the nght at any time dunng the performance of the services, without
mvahdatmg tins Agreement, to order extra work beyond that specified m the Scope of Services or
make changes by altenng, addmg to or deductmg from said work No such extra work may be
undertaken unless a wntten Change Order 1s first given by the Contract Officer to the Consultant,
mcorporatmg therem any adjustment m (1) the Contract Sum for the actual costs of the extra work,
and/or (11) the time to perform tins Agreement, which said adjustments are subject to the wntten
approval of the Consultant Any mcrease m compensation of up to 15% (fifteen percent) of the
Contract Sum, or, m the time to perform of up to 90 (nmety) days, may be approved by the Contract
Officer through a wntten Change Order Any greater mcreases, taken either separately or
cumulatively, must be approved by the City Council It 1s expressly understood by Consultant that
the prov1s1ons of tins Section shall not apply to services specifically set forth m the Scope of
Services Consultant hereby acknowledges that 1t accepts the nsk that the services to be provided
pursuant to the Scope of Services may be more costly or time consummg than Consultant
ant1c1pates and that Consultant shall not be entitled to add1t1onal compensation therefor City may
m its sole and absolute d1scret1on have similar work done by other Consultants No claims for an
mcrease m the Contract Sum or time for performance shall be vahd unless the procedures
established m tins Section are followed
If m the performance of the contract scope, the Consultant becomes aware of matenal defects m
the scope, duration or span of the contract or the Consultant becomes aware of extenuatmg
cucumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall mform the Contractmg Officer of an ant1c1pated Change Order This proposed
change order will stipulate, the facts surroundmg the issue, proposed solutions, proposed costs and
proposed schedule impacts
1.10 Special Regmrements.
Add1t1onal terms and conditions of tins Agreement, 1f any, which are made a part hereof
are set forth m the "Special Requrrements" attached hereto as Exhibit "B" and mcorporated herem
by tins reference In the event of a conflict between the prov1S1ons of Exhibit "B" and any other
prov1s1ons oft.Ins Agreement, the prov1s1ons of Exhibit "B" shall govern
ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum
Subject to any hmitations set forth m this Agreement, City agrees to pay Consultant the
amounts specified m the "Schedule of Compensation" attached hereto as Exhibit "C" and
mcorporated herem by this reference The total compensation, mcludmg reimbursement for actual
expenses, shall not exceed $12,125 (Twelve Thousand One Hundred Twenty Five Dollars) (the
"Contract Sum"), unless add1tional compensat10n 1s approved pursuant to Sect10n 1 9
01203 0006/757840 I 5
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2.2 Method of Compensation
The method of compensation may mclude (1) a lump sum payment upon completion, (11)
payment m accordance with specified tasks or the percentage of completion of the services, (m)
payment for time and matenals based upon the Consultant's rates as specified m the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and
(b) the Contract Sum 1s not exceeded, or (1v) such other methods as may be specified m the
Schedule of Compensation
2.3 Reimbursable Expenses.
Compensat10n may mclude 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 5,
and only 1f specified m the Schedule of Compensation The Contract Sum shall mclude the
attendance of Consultant at all proJect meetmgs reasonably deemed necessary by the City
Coordmatlon of the performance of the work with City 1s a cntlcal component of the services If
Consultant 1s reqmred to attend add1t1onal meetmgs to facilitate such coordmatlon, Consultant
shall not be entitled to any add1t1onal compensation for attendmg said meetmgs
2 4 Invoices
Each month Consultant shall furmsh to City an ongmal mvo1ce, usmg the City template,
or ma format acceptable to the City, for all work performed and expenses mcurred durmg the
precedmg month ma form approved by City's Director of Fmance By submittmg an mvo1ce for
payment under this Agreement, Consultant 1s cert1fymg compliance with all prov1s1ons of the
Agreement The mvo1ce shall detail charges for all necessary and actual expenses by the followmg
categones labor (by sub-category}, travel, matenals, eqmpment, supplies, and sub-contractor
contracts Sub-contractor charges shall also be detailed by such categones Consultant shall not
mvmce City for any duplicate services performed by more than one person
City shall mdependently review each mvmce submitted by the Consultant to determine
whether the work performed and expenses mcurred are m compliance with the prov1s1ons of this
Agreement Except as to any charges for work performed or expenses mcurred by Consultant
which are disputed by City, or as provided m Section 7 3, City will use its best efforts to cause
Consultant to be paid w1thm 45 (forty-five) days ofrece1pt of Consultant's correct and undisputed
mvmce, however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time penod In the event any charges
or expenses are disputed by City, the ongmal mvmce shall be returned by City to Consultant for
correct10n and resubm1ss1on Review and payment by City for any mvmce provided by the
Consultant shall not constitute a waiver of any nghts or remedies provided herem 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
01203 0006n57840 I 6
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ARTICLE 3. PERFORMANCE SCHEDULE
3 1 Time of Essence
Tune 1s of the essence m the performance of this Agreement
3 2 Schedule of Performance
Consultant shall commence the services pursuant to this Agreement upon receipt of a
wntten notice to proceed and shall perform all services w1thm the tune penod(s) established m the
"Schedule of Performance" attached hereto as Exlub1t "D" and mcorporated herem by this
reference When requested by the Consultant, extensions to the tune penod(s) specified m the
Schedule of Performance may be approved m wntmg by the Contract Officer through a Change
Order, but not exceedmg 90 (mnety) days cumulatively
3.3 Force Ma1eure
The time penod(s) specified m 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,
mcludmg, but not restncted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, ep1dem1cs, quarantme restnctlons, nots, stnkes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, mcludmg the City, 1f the Consultant shall
w1thm 10 (ten) days of the commencement of such delay notify the Contract Officer m wntmg of
the causes of the delay The Contract Officer shall ascertam the facts and the extent of delay, and
extend the time for performmg the services for the penod of the enforced delay when and 1f m the
Judgment of the Contract Officer such delay IS Justified The Contract Officer's determmat10n shall
be fmal and conclusive upon the parties to this Agreement In no event shall Consultant be entitled
to recover damages agamst the City for any delay m the performance of this Agreement, however
caused, Consultant's sole remedy bemg extension of the Agreement pursuant to this Section
3.4 Term
Unless earlier termmated m accordance with Article 7 of this Agreement, this Agreement
shall contmue m full force and effect until completion of the services but not exceedmg 60 DAYS
from the date hereof, except as otherwise provided m the Schedule of Performance (Exlub1t "D")
ARTICLE 4 COORDINATION OF WORK
4 1 Representatives and Personnel of Consultant
The followmg pnnc1pals of Consultant ("Pnnc1pals") are hereby designated as bemg the
pnnc1pals and representatives of Consultant authonzed to act m its behalf with respect to the work
specified herem and make all decISions m connection therewith
Thomas Haley, Vice President
01203 0006/757840 I 7
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It 1s expressly understood that the expenence, knowledge, capab1hty and reputation of the
foregomg pnnc1pals were a substantial mducement for City to enter mto this Agreement
Therefore, the foregomg pnnc1pals shall be responsible dunng the term of this Agreement for
drrectmg all act1v1ties of Consultant and devotmg sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authonzed agents, shall at all tlffies be
under the exclusive drrection and control of the Pnnc1pals For purposes of this Agreement, the
foregomg Pnnc1pals may not be replaced nor may their respons1b1ht1es be substantially reduced
by Consultant without the express wntten approval of City Additionally, Consultant shall ut1hze
only the personnel mcluded m the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to mamtam the stability and contmmty of
Consultant's staff and subcontractors, 1f any, assigned to perform the services requrred under this
Agreement Consultant shall notify City of any changes m Consultant's staff and subcontractors,
1f any, assigned to perform the services requued under this Agreement, pnor to and dunng any
such performance City shall have the nght to approve or reJect any proposed replacement
personnel, which approval shall not be unreasonably withheld
4 2 Status of Consultant
Consultant shall have no authonty to bmd City m any manner, or to mcur any obligation,
debt or hab1hty of any kmd on behalf of or agamst City, whether by contract or otherwise, unless
such authonty 1s expressly conferred under this Agreement or 1s otherwise expressly conferred m
wntmg by City Consultant shall not at any time or m any manner represent that Consultant or any
of Consultant's officers, employees, or agents are many manner officials, officers, employees or
agents of City Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtam any nghts to retrrement, 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 nghts
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo or such person as may be designated by the
Pubhc Works Duector It shall be the Consultant's respons1bihty to assure that the Contract Officer
1s kept mformed of the progress of the performance of the services and the Consultant shall refer
any decisions which must be made by City to the Contract Officer Unless otherwise specified
herem, any approval of City reqmred hereunder shall mean the approval of the Contract Officer
The Contract Officer shall have authonty, if specified m wntmg by the City Manager, to sign all
documents on behalf of the City requrred hereunder to carry out the terms ohms Agreement
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services requrred herem, except
as otherwise set forth herem City shall have no voice m the select10n, discharge, superv1s10n or
control of Consultant's employees, servants, representatives or agents, or m fixmg theu number,
compensation or hours of service Consultant shall perform all services requrred herem as an
mdependent contractor of City and shall remam at all times as to City a wholly mdependent
contractor with only such obhgat1ons as are consistent with that role Consultant shall not at any
tlffie or m any manner represent that 1t or any of its agents or employees are agents or employees
01203 0006/757840 I 8
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of City City shall not m any way or for any purpose become or be deemed to be a partner of
Consultant m its busmess or otherwise or a Jomt venturer or a member of any Jomt enterpnse with
Consultant
45 Proh1b1hon Agamst Subcontractmg or Assignment.
The expenence, knowledge, capability and reputation of Consultant, its pnnc1pals and
employees were a substantial mducement for the City to enter mto this Agreement Therefore,
Consultant shall not contract with any other entity to perform m whole or m part the services
requrred hereunder without the express wntten approval of the City, all subcontractors mcluded m
the Proposal are deemed approved In addition, neither this Agreement nor any mterest herem may
be transferred, assigned, conveyed, hypothecated or encumbered voluntanly or by operation of
law, whether for the benefit of creditors or otherwise, without the pnor wntten approval of City
Transfers restncted hereunder shall mclude the transfer to any person or group of persons actmg
m concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, takmg all transfers mto account on a cumulative basis In the event of any such
unapproved transfer, mcludmg any bankruptcy proceedmg, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any hab1hty hereunder
without the express consent of City
ARTICLE 5 INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without hm1tmg Consultant's mdemmficat1on of City, and pnor to commencement of any
services under this Agreement, Consultant shall obtam, provide and mamtam at its own expense
dunng the term of this Agreement, pohc1es of msurance of the type and amounts descnbed below
and m a form satisfactory to City
(a) General hab1hty msurance Consultant shall mamtam commercial general
hab1hty msurance with coverage at least as broad as Insurance Services Office form CG 00 01, m
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
mJury, personal mJury, and property damage The pohcy must mclude contractual hab1hty that has
not been amended Any endorsement restnctmg standard ISO "msured contract" language will not
be accepted
(b) Automobile hab1hty msurance Consultant shall mamtam automobile
msurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily mJury and
property damage for all activities of the Consultant ansmg out of or m connection with Services
to be performed under this Agreement, mcludmg coverage for any owned, hired, non-owned or
rented vehicles, m an amount not less than $1,000,000 combmed smgle hm1t for each accident
(c) Profess10nal hab1hty (errors & om1ss1ons) msurance Consultant shall
mamtam professional hab1hty msurance that covers the Services to be performed m connection
with this Agreement, m the m1mmum amount of $1,000,000 per claim and m the aggregate Any
pohcy mception date, contmu1ty date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to mamtam contmuous coverage through a penod no less than
three (3) years after completion of the services reqmred by this Agreement
01203 0006n57840 I 9
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(d) Workers' compensation msurance Consultant shall mamtam Workers'
Compensat10n Insurance (Statutory L1m1ts) and Employer's L1ab1hty Insurance (with hm1ts of at
least $1,000,000)
(e) Subcontractors Consultant shall mclude all subcontractors as msureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall mclude all of the requrrements stated herem
(f) Additional Insurance Policies of such other msurance, as may be requrred
m the Special Reqmrements m Exh1b1t "B"
52 General Insurance Requirements.
(a) Proof ofmsurance Consultant shall provide certificates ofmsurance to City
as evidence of the msurance coverage requrred herem, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
approved by City's Risk Manager pnor to commencement of performance Current certificat10n
of msurance shall be kept on file with City at all times dunng the term of this Agreement City
reserves the nght to requrre complete, certified copies of all reqmred msurance policies, at any
time
(b) Duration of coverage Consultant shall procure and mamtam for the
duration of this Agreement msurance agamst clatms for mJunes to persons or damages to property,
which may anse from or m connection with the performance of the Services hereunder by
Consultant, its agents, representatives, employees or subconsultants
(c) Pnmary/noncontnbutmg Coverage provided by Consultant shall be
pnmary and any msurance or self-msurance procured or mamtamed by City shall not be required
to contnbute with it The ltmits of msurance requrred herem may be satisfied by a combmation of
pnmary and umbrella or excess msurance Any umbrella or excess msurance shall contam or be
endorsed to contam a provision that such coverage shall also apply on a pnmary and non-
contributory basis for the benefit of City before the City's own msurance or self-msurance shall
be called upon to protect it as a named msured
( d) City's nghts of enforcement In the event any pohcy of msurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the nght but not the duty to obtam and contmuously mamtam the msurance it deems
necessary and any premtum paid by City will be promptly retmbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments In the alternative, City
may cancel this Agreement
(e) Acceptable msurers All msurance policies shall be issued by an msurance
company currently authonzed by the Insurance Commiss10ner to transact busmess ofmsurance or
that is on the List of Approved Surplus Lme Insurers m the State of Cahforrna, with an assigned
policyholders' Ratmg of A-(or higher) and Fmancial Size Category Class VI (or larger) m
accordance with the latest ed1t1on of Best's Key Ratmg Gmde, unless otherwise approved by the
City's Risk Manager
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(f) Waiver of subrogation All msurance coverage mamtamed or procured
pursuant to tlus agreement shall be endorsed to waive subrogation agamst City, its elected or
appomted officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others prov1dmg msurance evidence m compliance with these spec1ficat1ons to
waive theu nght of recovery pnor to a loss Consultant hereby waives its own nght of recovery
agamst City, and shall reqmre srmilar wntten express waivers and msurance clauses from each of
its subconsultants
(g) Enforcement of contract prov1s10ns (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 reqmrement imposes no add1t10nal obligations on the City
nor does 1t waive any nghts hereunder
(h) Reguuements not lim1tmg Reqmrements of specific coverage features or
hrmts contamed m tlus section are not mtended as a hm1tation on coverage, lrmits or other
requuements, or a waiver of any coverage normally provided by any msurance Specific reference
to a given coverage feature 1s for purposes of clanficat1on only as 1t pertams to a given issue and
1s not mtended by any party or msured to be all mclus1ve, or to the exclusion of other coverage, or
a waiver of any type If the Consultant mamtams lugher hrmts than the mimmums shown above,
the City reqmres and shall be entitled to coverage for the lugher hrmts mamtamed by the
Consultant Any available msurance proceeds m excess of the specified mtmmum lirmts of
msurance and coverage shall be available to the City
(1) Notice of cancellation Consultant agrees to obhge its msurance agent or
broker and msurers to provide to City with a 30 (tlurty) day notice of cancellation (except for
nonpayment for wluch a 10 (ten) day notice 1s reqmred) or nonrenewal of coverage for each
requued coverage
(J) Add1t1onal msured status General liability pohc1es shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall
be additional msureds under such pohc1es Tlus prov1s1on shall also apply to any excess/umbrella
liab1hty pohc1es
(k) Prolub1tion of undisclosed coverage lirmtations None of the coverages
required herem will be m compliance with these requuements 1f they mclude any hrmtmg
endorsement of any kmd that has not been first subrmtted to City and approved of m wntmg
(1) Separation of msureds A severab1hty of mterests provision must apply for
all add1t1onal msureds ensurmg that Consultant's msurance shall apply separately to each msured
agamst whom claim 1s made or sutt 1s brought, except with respect to the msurer's hm1ts of
hab1hty The pohcy(1es) shall not contain any cross-liab1hty exclusions
(m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party mvolved with the project who 1s brought onto or mvolved m
the project by Consultant, provide the same rmmmurn msurance coverage and endorsements
requued of Consultant Consultant agrees to momtor and review all such coverage and assumes
all respons1bihty for ensunng that such coverage 1s provided m conforrmty with the reqmrements
01203 0006n57840 I 11
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of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged m the project will be submttted to City for review
(n) Agency's nght to revise spec1ficat1ons The City reserves the nght at any
trme dunng the term of the contract to change the amounts and types of msurance requrred by
g1vmg the Consultant 90 (nmety) days advance wntten notice of such change If such change
results m substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-msured retent10ns Any self-msured retentions must be declared to and
approved by City City reserves the nght to reqmre that self-msured retentions be ehmtnated,
lowered, or replaced by a deductible Self-msurance will not be considered to comply with these
spec1ficat10ns unless approved by City
(p) Trmely notice of clarms Consultant shall give City prompt and timely
notice of claims made or smts mstJtuted that anse out of or result from Consultant's performance
under this Agreement, and that mvolve or may mvolve coverage under any of the requrred hab1hty
pohc1es
( q) Add1t1onal msurance Consultant shall also procure and mamtam, at its own
cost and expense, any additional lands of msurance, which m its own Judgment may be necessary
for its proper protection and prosecution of the work
53 Indemmfication.
To the full extent permitted by law, Consultant agrees to mdernrnfy, defend and hold
harmless the City, its officers, employees and agents ("lndernrnfied Parties") agamst, and will hold
and save them and each of them harmless from, any and all actions, either Judicial, admtmstrat1ve,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obhgat1ons, errors, omtss1ons or hab1ht1es whether actual or threatened (herem "clatms or
hab1ht1es") that may be asserted or claimed by any person, firm or entity ansmg out of or m
connection with the neghgent performance of the work, operations or act1v1t1es provided herem of
Consultant, its officers, employees, agents, subcontractors, or mv1tees, or any md1v1dual or entity
for wluch Consultant 1s legally hable ("mdernrntors"), or ansmg from Consultant's or mdernrntors'
reckless or willful misconduct, or ansmg from Consultant's or mdernrntors' neghgent performance
of or failure to perform any term, prov1s1on, covenant or cond1t1on of tlus Agreement, and m
connection therewith
(a) Consultant will defend any action or actions filed m connection with any
of said clarms or hab1httes and will pay all costs and expenses, mcludmg legal costs and
attorneys' fees mcurred m connection therewith,
(b) Consultant will promptly pay any Judgment rendered agamst the City, its
officers, agents or employees for any such clatms or hab1ht1es ansmg out of or m connection
with the neghgent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
01203 0006n57840 I 12
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(c) In the event the City, its officers, agents or employees 1s made a party to
any action or proceedmg filed or prosecuted agamst Consultant for such damages or other claims
ansmg out of or m connection with the negligent performance of or failure to perform the work,
operation or act1v1t1es of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses mcurred by the City, its officers, agents or
employees m such action or proceedmg, mcludmg but not limited to, legal costs and attorneys'
fees
Consultant shall mcorporate s1m1lar mdemruty agreements with its subcontractors and 1f 1t
fails to do so Consultant shall be fully responsible to mdemrufy City hereunder therefore, and
failure of City to morntor compliance with these prov1s10ns shall not be a waiver hereof Tins
mdemruficatlon mcludes claims or liab1lit1es ansmg from any negligent or wrongful act, error or
om1ss10n, or reckless or willful m1sconduct of Consultant m the performance of professional
services hereunder The prov1s1ons of this Section do not apply to claims or liab1lit1es occurrmg as
a result of City's sole negligence or willful acts or om1ss1ons, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resultmg m part from City's negligence, except that
design professionals' mdemruty hereunder shall be llffilted to claims and liab1lit1es ansmg out of
the negligence, recklessness or willful m1sconduct of the design professional The mdemruty
obligation shall be bmdmg on successors and assigns of Consultant and shall survive termmat1on
of this Agreement
ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION
61 Records.
Consultant shall keep, and requrre subcontractors to keep, such ledgers, books of accounts,
mvo1ces, vouchers, canceled checks, reports, studies or other documents relatmg 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
mamtamed m accordance with generally accepted accountmg pnnc1ples and shall be complete and
detailed The Contract Officer shall have full and free access to such books and records at all times
dunng normal busmess hours of City, mcludmg the nght to mspect, copy, audit and make records
and transcnpts from such records Such records shall be mamtamed for a penod of three (3) years
followmg completion of the services hereunder, and the City shall have access to such records m
the event any audit 1s requrred In the event of dissolution of Consultant's busmess, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
m mterest Notw1thstandmg the above, the Consultant shall fully cooperate with the City m
prov1dmg access to the books and records 1f a public records request 1s made and disclosure 1s
requrred by law mcludmg but not limited to the Califorrna Public Records Act
6 2 Reports
Consultant shall penod1cally prepare and submit to the Contract Officer such reports
concemmg the performance of the services reqmred by this Agreement as the Contract Officer
shall requrre Consultant hereby acknowledges that the City 1s greatly concerned about the cost of
work and services to be performed pursuant to this Agreement For this reason, Consultant agrees
01203 0006n57840 I 13
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that 1f Consultant becomes aware of any facts, circumstances, techruques, or events that may or
will matenally mcrease or decrease the cost of the work or services contemplated herem or, 1f
Consultant 1s prov1dmg design services, the cost of the project bemg designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, techmque or event and the
estimated mcreased or decreased cost related thereto and, 1f Consultant 1s prov1dmg design
services, the estimated mcreased or decreased cost estimate for the project bemg designed
6 3 Ownership of Documents.
All drawmgs, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and matenals")
prepared by Consultant, its employees, subcontractors and agents m the performance of tlus
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termmation of tlus Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full nghts of
ownerslup use, reuse, or assignment of the documents and matenals hereunder Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific wntten authonzat1on by the Consultant will be at the City's sole nsk and without
hab1hty to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment Consultant may retam copies of such documents for its own use Consultant
shall have the nght to use the concepts embodied therem All subcontractors shall provide for
assignment to City of any documents or matenals prepared by them, and m the event Consultant
fails to secure such assignment, Consultant shall mdemmfy City for all damages resultmg
therefrom Moreover, Consultant with respect to any documents and matenals that may qualify as
"works made for lure" as defmed m 1 7 U S C § 101, such documents and matenals are hereby
deemed "works made for lure" for the City
6 4 Confidentiahty and Release of Information
(a) All mformat1on gamed or work product produced by Consultant m
performance of tlus Agreement shall be considered confidential, unless such mformatlon 1s m the
pubhc domam or already known to Consultant Consultant shall not release or disclose any such
mformation or work product to persons or entitles other than City without pnor wntten
authonzat10n from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without pnor wntten authonzat10n from the Contract Officer or unless requested by the City
Attorney, voluntanly provide documents, declarations, letters of support, testimony at depos1t1ons,
response to mterrogatones or other mformation concemmg the work performed under tlus
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 mformahon or work product m v10lat1on of tlus Agreement, then City
shall have the nght to reimbursement and mdemmty from Consultant for any damages, costs and
fees, mcludmg attorney's fees, caused by or mcurred as a result of Consultant's conduct
01203 0006n57840 I 14
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( d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complamt, subpoena, notice of
depos1t1on, request for documents, mterrogatones, request for adrmss1ons or other discovery
request, court order or subpoena from any party regardmg this Agreement and the work performed
there under City retams the nght, but has no obligation, to represent Consultant or be present at
any deposition, heanng or slffillar proceedmg Consultant agrees to cooperate fully with City and
to provide City with the opporturuty to review any response to discovery requests provided by
Consultant However, this nght to review any such response does not imply or mean the nght by
City to control, direct, or rewnte said response
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 Cabforma Law
This Agreement shall be mterpreted, construed and governed both as to vahd1ty and to
performance of the parties m accordance with the laws of the State of Cahforrua Legal actions
concerrung any dispute, claim or matter ansmg out of or m relation to this Agreement shall be
mstituted m the Supenor Court of the County of Los Angeles, State of Cahforrua, or any other
appropnate court m such county, and Consultant covenants and agrees to submit to the personal
Junsd1ction of such court m the event of such action In the event of ht1gat1on m a U S D1stnct
Court, venue shall he exclusively m the Central D1stnct of Cahforrua, m the County of Los
Angeles, State of Cahforrua
72 Disputes, Default.
In the event that Consultant 1s m default under the terms of this Agreement, the City shall
not have any obligation or duty to contmue compensatmg 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 mclude the t1meframe m which Consultant may cure the default
This timeframe 1s 15 (fifteen) days, but may be extended, though not reduced, 1f circumstances
warrant Dunng the penod oftlffie that Consultant 1s m default, the City shall hold all mvo1ces and
shall, when the default 1s cured, proceed with payment on the mvo1ces In the alternative, the City
may, m its sole discretion, elect to pay some or all of the outstandmg mvmces dunng the penod of
default If Consultant does not cure the default, the City may take necessary steps to termmate this
Agreement under this Article Any fatlure on the part of the City to give notice of the Consultant's
default shall not be deemed to result ma waiver of the City's legal nghts or any nghts ansmg out
of any prov1S1on of this Agreement
7.3 Retention of Funds
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not ansmg out of this Agreement) (1) any amounts the payment of which may be m
dispute hereunder or which are necessary to compensate City for any losses, costs, hab1ht1es, or
damages suffered by City, and (n) all amounts for which City may be hable to third parties, by
reason of Consultant's acts or ormss1ons m performmg or fa1lmg to perform Consultant's
obhgat1on under this Agreement In the event that any claim 1s made by a third party, the amount
or vahd1ty of which 1s disputed by Consultant, or any mdebtedness shall exist which shall appear
01203 0006n57840 I 15
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to be the basis for a clarm of hen, City may withhold from any payment due, without habihty for
mterest because of such withholdmg, an amount sufficient to cover such clarm The failure of City
to exercise such nght to deduct or to withhold shall not, however, affect the obhgat10ns of the
Consultant to msure, mdemrufy, and protect City as elsewhere provided herem
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provis10ns of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or v10lation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or om1ss1on m the exercise of any nght or remedy by
a non-defaultmg party on any default shall 1mparr such nght or remedy or be construed as a waiver
Any waiver by either party of any default must be m wntmg and shall not be a waiver of any other
default concemmg the same or any other prov1s1on of this Agreement
7.5 Rights and Remedies are Cumulative
Except with respect to nghts and remedies expressly declared to be exclusive m this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts or remedies shall not preclude the exercise by 1t, at the same or
different times, of any other nghts or remedies for the same default or any other default by the
other party
7.6 Legal Action
In addition to any other nghts or remedies, either party may take legal action, m law or m
eqmty, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtam declaratory or mJunctive rehef, or to obtam any
other remedy consistent with the purposes of this Agreement Notwithstandmg any contrary
provision herem, Consultant shall file a statutory clarm pursuant to Government Code Sections
905 et seq and 910 et seq , m order to pursue a legal action under this Agreement
7.7 TermmatJon Pnor to Expiration of Term
This Section shall govern any termmatlon of this Contract except as specifically provided
m the followmg Section for termmation for cause The City reserves the nght to termmate this
Contract at any time, with or without cause, upon thirty (30) days' wntten notice to Consultant,
except that where termmat1on 1s due to the fault of the Consultant, the penod of notice may be
such shorter time as may be determmed by the Contract Officer Upon receipt of any notice of
termmation, Consultant shall 1mmed1ately cease all services hereunder except such as may be
specifically approved by the Contract Officer Consultant shall be entitled to compensation for all
services rendered pnor to the effective date of the notice of termmat1on and for any services
authonzed by the Contract Officer thereafter m 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
of termmation without cause pursuant to this Section, the City need not provide the Consultant
with the opportunity to cure pursuant to Section 7 2
01203 0006/757840 I 16
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7.8 Ternunation for Default of Party.
If termmat10n 1s due to the failure of the other Party to fulfill its obligat10ns under this
Agreement
(a) City may, after compliance with the prov1s10ns 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 requrred hereunder exceeds the
compensation herem stipulated (provided that the City shall use reasonable efforts to rmtigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated
(b) Consultant may, after compliance with the prov1s1ons of Section 7 2, termmate the
Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date oftermmat1on
7.9 Attorneys' Fees
If either party to this Agreement 1s reqmred to 1mt1ate or defend or made a party to any
action or proceedmg many way connected with this Agreement, the preva1hng party m such action
or proceedmg, m addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees Attorney's fees shall mclude attorney's fees on any
appeal, and m add1t1on a party entitled to attorney's fees shall be entitled to all other reasonable
costs for mvestigatmg such action, takmg depositions and discovery and all other necessary costs
the court allows which are mcurred m such ht1gat1on All such fees shall be deemed to have accrued
on commencement of such act10n and shall be enforceable whether or not such action 1s prosecuted
to Judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES. NON-DISCRIMINATION
8.1 Non-hab1hty of City Officers and Employees.
No officer or employee of the City shall be personally hable to the Consultant, or any
successor m mterest, m the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement
8.2 Conflict of Interest
Consultant covenants that neither 1t, nor any officer or pnnc1pal of its firm, has or shall
acqurre any mterest, dITectly or md1rectly, which would conflict m any manner with the mterests
of City or which would m any way hmder Consultant's performance of services under this
Agreement Consultant further covenants that m the performance of this Agreement, no person
havmg any such mterest shall be employed by 1t as an officer, employee, agent or subcontractor
without the express wntten consent of the Contract Officer Consultant agrees to at all times avoid
conflicts of mterest or the appearance of any conflicts of mterest with the mterests of City m the
performance of this Agreement
01203 0006n57840 I 17
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No officer or employee of the City shall have any financial mterest, drrect or mdrrect, m
this Agreement nor shall any such officer or employee participate m any decision relatmg to the
Agreement which affects her/ms financial mterest or the fmancial mterest of any corporation,
partnership or association m which (s)he is, drrectly or mdrrectly, mterested, m v10lation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtammg this Agreement
8.3 Covenant Agamst Discrmnnation
Consultant covenants that, by and for itself, its herrs, executors, assigns, and all persons
clarmmg under or through them, that there shall be no discrrmmation agamst or segregation of,
any person or group of persons on account of race, color, creed, relig10n, sex, gender, sexual
onentat10n, mantal status, national ongm, ancestry or other protected class m the performance of
this Agreement Consultant shall take affirmative action to msure that applicants are employed and
that employees are treated durmg employment without regard to therr race, color, creed, religion,
sex, gender, sexual onentation, mantal status, national ongm, ancestry or other protected class
8.4 Unautborued Allens
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and m connection
therewith, shall not employ unauthonzed ahens as defmed therem Should Consultant so employ
such unauthonzed aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed agamst City for such use of unauthonzed aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, mcludmg attorneys' fees, mcurred by City
ARTICLE 9 MISCELLANEOUS PROVISIONS
91 Notices.
Any notice, demand, request, document, consent, approval, or commUillcatlon either party
desrres or is requrred to give to the other party or any other person shall be m wntmg and either
served personally or sent by prepaid, first-class mail, m the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/ms name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Blvd, Rancho Palos Verdes, Califorma 90275 and m 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 notifymg the other party of the change of address m wntmg
Notice shall be deemed commUillcated at the time personally delivered or m 72 (seventy two)
hours from the time of mailing if mailed as provided m this section
92 Interpretation.
The terms of this Agreement shall be construed m accordance with the meanmg of the
language used and shall not be construed for or agamst either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply
01203 0006n57840 I 18
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9 3 Counterparts.
Tlus Agreement may be executed m counterparts, each of wluch shall be deemed to be an
ongmal, and such counterparts shall constitute one and the same mstrument
9.4 Integration; Amendment.
Tlus Agreement mcludmg the attachments hereto is the entire, complete and exclusive
expression of the understandmg of the parties It is understood that there are no oral agreements
between the parties hereto affectmg tlus Agreement and tlus Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandmgs, if any, between
the parties, and none shall be used to mterpret tlus Agreement No amendment to or modification
of tlus Agreement shall be vahd unless made m wntmg and approved by the Consultant and by
the City Council The parties agree that tlus requirement for wntten modifications cannot be
waived and that any attempted waiver shall be void
9 5 Severab1hty
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contamed m tlus Agreement shall be declared mvahd or unenforceable by a vahd Judgment or
decree of a court of competent Junsd1ct1on, such mvahd1ty or unenforceab1hty shall not affect any
of the remammg phrases, sentences, clauses, paragraphs, or sections of tlus Agreement wluch are
hereby declared as severable and shall be mterpreted to carry out the mtent of the parties hereunder
unless the mvahd provision 1s so matenal that its mvahd1ty depnves either party of the basic benefit
of their bargam or renders tlus Agreement meanmgless
9 6 Warranty & Representation of Non-Collus1on.
No official, officer, or employee of City has any financial mterest, direct or md1rect, m tlus
Agreement, nor shall any official, officer, or employee of City participate m any dec1s1on relatmg
to tlus Agreement wluch may affect lus/her financial mterest or the financial mterest of any
corporation, partnerslup, or association m wluch (s)he 1s directly or md1rectly mterested, or m
v1olat1on of any corporation, partnerslup, or association m wluch (s)he is directly or md1rectly
mterested, or m violation of any State or mumc1pal statute or regulation The determmatlon of
"financial mterest" shall be consistent with State law and shall not mclude mterests 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
mcludmg, but not hm1ted to, any City official, officer, or employee, any money, cons1deratlon, or
other thmg of value as a result or consequence of obtaimng or bemg awarded any agreement
Consultant further warrants and represents that (s)he/tt has not engaged many act(s), omiss10n(s),
or other conduct or collusion that would result m the payment of any money, consideration, or
other tlung of value to any tlurd party mcludmg, but not hm1ted to, any City official, officer, or
employee, as a result of consequence of obta1mng or bemg awarded any agreement Consultant is
aware of and understands that any such act(s), omiss1on(s) or other conduct resultmg m such
payment of money, consideration, or other thmg of value will render tlus Agreement void and of
no force or effect
01203 0006/757840 I 19
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97 Corporate Authority.
The persons executmg tlus Agreement on behalf of the parties hereto warrant that (1) such
party 1s duly orgamzed and ex1stmg, (11) they are duly authonzed to execute and dehver tlus
Agreement on behalf of said party, (m) by so executmg tlus Agreement, such party 1s formally
bound to the prov1s1ons of tlus Agreement, and (1v) that entenng mto tlus Agreement does not
v10late any prov1S1on of any other Agreement to wluch said party 1s bound Tlus Agreement shall
be bmdmg upon the heirs, executors, adnurustrators, successors and assigns of the parties
[SIGNATURES ON FOLLOWING PAGE]
01203 0006n57840 I 20
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IN WITNESS WHEREOF, the parties hereto have executed tins Agreement on
the date and year first-above wntten
ATTEST·
~City Clerk
APPROVED AS TO FORM.
ALESHIRE & WYNDER, LLP
/4) ,ii/~ u)~~
Wilham W Wynder, City Attorney
CITY·
CITY OF RANCHO PALOS VERDES, a
CONSULT ANT:
H2 ENVIRONMENTAL CONSULTING
SERVICES, INC , a C...-.,-r"SIK& orporat1on
By ______________ _
Name
Title
Address 13122 6th Street, Cluno, CA 91710
Two corporate officer signatures required when Consultant 1s a corporation, with one signature required
from each of the followmg groups 1) Chairman of the Board, President or any Vice President, and 2)
Secretary, any Assistant Secretary, Chief Fmanc1al Officer or any Assistant Treasurer CONSULT ANT'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
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completmg this certificate venfies only the 1dent1ty of the md1VIdyal who signed
the document to which this certificate 1s attached, and not the truthfulness, accuracy or vahd1ty of that document
ST ATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On F,iL 1 J, • 2021 before me, 10,t)l, (;}1u h ~ p<ra0n'1ly appeared i\itu111n~ l'V lti!.l!~ to me on
theas7s of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the w1thm mstrument and
acknowledged to me that he/she/they executed the same m h1s/her/their authonzed capac1ty(1es), and that by
Jus/her/the1r s1gnature(s) on the mstrument the person(s), or the entity upon behalf ofwh1ch the person(s) acted,
executed the mstrument
I certify under PENALTY OF PERJURY under the Jaws of the State ofCahfom1a that the foregomg paragraph 1s
true and correct
WITNESSmy~handando ~ ii~~ ~~~:i~E~ll:ma
5 Signature ~ ~ ~, San Bernardino County !:
············1
----------1• ~ Comm1n1011 I 2374871 I.
-._, "'"'A""IP
• ~ "'Y ~..,,,,,,, _,. ... -..~ -. .,.. .• , ..
OPTIONAL
Though the data below 1s not required by law, 1t may prove valuable to persons relymg on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING
(NAME OF PERSON(S) OR ENTITY{IES))
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DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide the following services Lead and asbestos survey of Ladera Linda Park
(5 bmldings) located at 32201 Forrestal Dnve The scope includes field inspection and sampling,
sample analysis, report preparation, and hazardous matenal remechation specification preparation
for bidding purposes
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Supersedmg Contract Boilerplate)
Added text md1cated m bold 1tal1cs, deleted text md1cated m stnk:ethreugh
[INTENTIONALLY LEFT BLANK]
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
Asbestos & Lead Survey
Asbestos & Lead Survey Labor
Cost Break Down Is as follows
Field lnspector(s) $ 600 00
Report Preparation
Field Inspector $ 50 00
Sample Analysis (Asbestos)
Polarized Light Microscopy $ 15 00/ea
with D1spers1on Staining
(EPA /600/R-93/116)
Lead Samples $ 250 00
XRF Samples
Hazardous Material RemedIat1on SpecIficatIons
Subtotal Spec1ficat1on
5
5
(69x5)
5
$3,000 00
$ 250 00
$5,175 00
$1,250 00
$2,450 00
345 Asbestos samples and all XRF Lead Sampling pomts requared of lead
samples will be collected from the above referenced facility Only the samples
collected will be billed to the client
TOTAL PROFESSIONAL FEES $12,125 00
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EXHIBIT "D
All work will be completed w1thm 60 days from the date of the Nonce to Proceed.
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