CC SR 20230606 F - NOC Hawthorne Blvd at Seamount Sinkhole
CITY COUNCIL MEETING DATE: 06/06/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to authorize the City Clerk to file a Notice of Completion
for the Hawthorne Boulevard Sinkhole at Seamount Drive/Eddinghill Drive Project.
RECOMMENDED COUNCIL ACTION:
(1) Accept the Hawthorne Boulevard Sinkhole at Seamount Drive/Eddinghill Drive
Project as complete;
(2) Authorize the City Clerk to file a Notice of Completion for the project with the Los
Angeles County Registrar-Recorder’s Office; and if no claims are filed within 35
days after recordation, send a notice to the surety company to exonerate the
Performance Bond;
(3) Authorize the Director of Public Works to release the 5% construction retention
payment to Clarke Contracting Corporation, 35 days after recordation of the Notice
of Completion by the Los Angeles County Registrar-Recorder’s Office, contingent
upon no claims being filed on the project; and
(4) Approve an appropriation of $75,000 in Measure R funds to pay a portion of the
project cost and reduce the use of Capital Improvement Program (CIP) funds by
the same amount.
FISCAL IMPACT: The total construction cost was $360,929.50, which is within budget.
Amount Budgeted: $480,000
Additional Appropriation: $75,000 in Measure R funds to replace $75,000
in CIP funds
Account Number(s): 330-400-8720-8XXX $405,000
(CIP – Hawthorne Blvd Sinkhole Repairs)
220-400-8720-8XXX $75,000
(Measure R – Hawthorne Blvd Sinkhole Repairs)
ORIGINATED BY: Ramzi Awwad, Public Works Director
REVIEWED BY: Same as above
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Notice of Completion (page A-1)
B. February 21, 2023 staff report (page B-1)
1
RANCHO PALOS VERDES
V(L
BACKGROUND AND DISCUSSION:
On February 21, 2023, the City Council found that , pursuant to Public Contracts Code §
1102, an emergency existed which will not permit a delay resulting from the competitive
solicitation of bids. Under the authority of Public Contracts Code § 22050, the City Council
directed the repair or replacement of a public facility without giving notice for bids to let
contracts. Accordingly, the City Council delegated to the City Manager the authority to
order contracts necessary to address the emergency.
In March 2023, Staff solicited bids from the three construction contractors that were
competitively procured by the Los Angeles County Flood Control District (LACFCD) for
as-needed and emergency storm drain work. The City Manager awarded a construction
contract to the lowest bidder from the LACFCD contractors, Clarke Contracting
Corporation, in the amount of $300,929.50 with a contingency of 20% or $60,185.90.
The project repaired and reinforced a metal storm drain pipe under Hawthorne Boulevard
that had failed and caused a sinkhole to develop. Construction was completed in April
2023.
Photograph 1 – Secured Sinkhole Site Before Construction
2
Photograph 2 –Sinkhole Site After Construction
Construction was completed within budget. However, Staff now seeks to replace $75,000
in CIP funds with the same amount in special revenue Measure R funds. Certain Measure
R funds are subject to lapsing if not spent by June 30, 2023. To eliminate the possibility
of such lapsing, Staff recommends the use of $75,000 in Measure R funds on this project.
The Los Angeles County Metropolitan Transit Authority (LACMTA), which oversees the
use of Measure R funds, has approved the Hawthorne Boulevard sinkhole project as
eligible for Measure R funding.
A financial summary of the project is in the following table:
Table 1- Financial Summary of Hawthorne Blvd Sinkhole at Seamount/Eddinghill Project
8720 - Hawthorne Blvd. Sinkhole Repairs
Fund Budget Notes
330 480,000.00 FY22-23
Fund Project Budget
Project-to-Date
Actuals
Project-to-Date
Committed
Project
Remaining
Balance
8001 Professional/Technical Services 330 60,000.00 49,999.60 10,000.40 - CIP Fund
8802 Other Improvements 330 420,000.00 360,929.50 185.90 58,884.60 CIP Fund
Project Total 480,000.00$ 410,929.10$ 10,186.30$ 58,884.60$
Project Costs Summary
Project Budget Summary
Description
Revised Budget
3
I
I
I
I
I
I
I
CONCLUSION:
The construction contractor, Clarke Contracting Corporation, has completed all work in
accordance with the plans, specifications, and construction contract. Therefore, Staff
recommends accepting the project as complete and filing a Notice of Completion with the
Los Angeles County Registrar-Recorder’s Office. If no claims are filed within 35 days after
recordation, the City will release the 5% retention and notify the surety company to
exonerate the Performance Bond.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative action s are available for the
City Council’s consideration:
1. Direct Staff not to file the Notice of Completion for the Hawthorne Boulevard
Sinkhole at Seamount Drive/Eddinghill Drive Project; or
2. Take other action, as deemed appropriate.
4
Revised 05/2019
To be recorded with County Recorder
within 15 days after completion.
No recording fee.
RECORDING REQUESTED BY:
City of Rancho Palos Verdes
Attn: City Clerk
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
AND WHEN RECORDED MAIL TO:
Same as above
THIS SPACE FOR RECORDERS USE ONLY
NOTICE OF COMPLETION
(CA Civil Code 9204- Public Works)
Notice is hereby given by the undersigned owner, a public entity of the State of California, that a
public work of improvement has been completed, as follows:
Project title or description of work:
Date of completion:
Nature of owner:
Interest or estate of owner:
Address of owner:
Name of contractor:
Address of contractor:
Street address or legal description of site:
Dated: ___________________________ Owner: City of Rancho Palos Verdes
(Name of Public Entity)
By:
Title:
____________________________
Ara Mihranian, AICP, City Manager
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I am the City Clerk of the City of Rancho Palos Verdes, the public entity which executed the foregoing
notice and on whose behalf I make this verification; I have read said notice, know its contents, and the
same is true. I certify under penalty of perjury that the foregoing is true and correct.
, California on (Date) Executed at Rancho Palos Verdes
By:
Title: Teresa Takaoka, City Clerk A-1
CITY COUNCIL MEETING DATE: 02/21/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to declare an emergency for the sinkhole and
associated repair on Hawthorne Boulevard near Seamount Drive/Eddinghill Drive.
RECOMMENDED COUNCIL ACTION:
(1) Adopt Resolution No. 2023-__ “A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO PALOS VERDES FINDING AND DECLARING, BY A FOUR-
FIFTHS VOTE OF THE ENTIRE CITY COUNCIL, THAT AN EMERGENCY
EXISTS WHICH WILL NOT PERMIT THE COMPETITIVE SOLICITATION OF
BIDS TO REPAIR A SINKHOLE LOCATED AT HAWTHORNE BOULEVARD
NEAR SEAMOUNT DRIVE/EDDINGHILL DRIVE, AND AUTHORIZING THE CITY
MANAGER TO AWARD A CONTRACT TO REPAIR AND REMEDIATE THE
SAME”;
(2) Approve an appropriation of $480,000;
(3) Based on the competitive solicitation of on-call bids performed by the Los Angeles
County Flood Control District, authorize the City Manager and Director of Public
Works to finalize negotiations for the emergency repairs not-to-exceed $350,000,
with a 20% contingency of $70,000 that can be authorized by the City Manager to
execute change orders for unforeseen work during the performance of the
emergency repairs;
(4) Authorize a Professional Services Agreement in the not-to-exceed amount of
$50,000 with Sunbeam Consulting, Inc., with a contingency of $10,000, for related
sinkhole repair construction management and inspection services; and,
(5) Authorize the emergency repairs to commence upon final negotiations to the scope
of work and authorize the Mayor to execute the Sunbeam agreement in a form
approved by the City Attorney.
FISCAL IMPACT: The recommended Council action will result in an expenditure not-
to-exceed $480,000.
Amount Budgeted: $0
Additional Appropriation: $480,000
Account Number(s): 330-400-NEW ACCOUNT (Capital Improvement Program)
ORIGINATED BY: Ron Dragoo, PE, Principal Engineer
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
B-1
RANCHO PALOS VERDES
ATTACHED SUPPORTING DOCUMENTS:
A. Resolution No. 2023-__ (page A-1)
B. Professional Services Agreement with Sunbeam Consulting, Inc. (page B-
1)
C. Proposal from Sunbeam Consulting, Inc. (page C-1)
BACKGROUND AND DISCUSSION:
On January 27, 2023, a Palos Verdes Peninsula Transit Authority bus broke through the
pavement of northbound Hawthorne Boulevard approaching Seamount Drive/Eddinghill
Drive (see Aerial Image 1) as a result of a sinkhole.
Aerial Image 1 – Approximate Location of Sinkhole on Hawthorne Boulevard
The sinkhole developed because part of a corrugated metal storm drain pipe under the
road failed and allowed the soil below the roadway to wash through the remainder of the
pipe. It is likely that the pipe failed because it reached the end of its useful life and
corroded to the point that it could no longer support the load of the road. This segment of
the failed pipe belongs to the City and connects to upstream and downstream pipes
owned by the Los Angeles County Flood Control District (LACFCD).
Initially, both City Staff and LACFCD staff believed the pipe was owned by LACFCD. A
subsequent review of records concluded that the pipe was not owned by LACFCD and
was instead owned by the City. Specifically, the 1968 design plans state that the pipe is
not to be maintained by LACFCD. Therefore, the pipe was transferred to the City upon
incorporation as part of roadway infrastructure.
The site was secured and traffic control was established to close the affected lane (see
Photograph 1 on the next page).
B-2
Photograph 1 – Secured Sinkhole Site
Subsequently, Staff and City consultants further inspected the site and determined that
the bottom of the pipe had failed and that immediate action is needed to prevent further
undermining and the development of a sinkhole in the second lane. The sinkhole is
approximated to be up to 10 feet deep, beginning at the manhole and extending under
the sidewalk and a portion of the concrete bus pad, as shown by the dashed white line
approximating the limits in Photograph 1. Under the current condition, stormwater d oes
not have a conveyance structure under Hawthorne Boulevard and instead pools under
the pipe, causing additional damage to the roadway supporting structure. This places the
utility lines, particularly a gas line, underneath the roadway at imminent risk of severe
damage.
The foregoing constitutes an emergency pursuant to Public Contracts Code § 1102 which
may be addressed by the City Council as discuss ed below. Public Contracts Code §
22050 authorizes, in the case of an emergency, the City Council to direct the repair or
replacement of a public facility without giving notice for bids to let contracts. Before doing
so, the City Council must make the finding, based on substantial evidence set forth in the
minutes of its meeting, that the emergency will not permit a delay resulting from a
competitive solicitation for bids, and that the action is necessary to respond to the
emergency.
Following such finding, by a four-fifths vote, the City Council may delegate, by resolution,
authority to the City Manager and a designee, to order such actions and such contracts
as are necessary to address and remediate the emergency. The City Manager, or a
designee, shall report to the City Council, at its next meeting, the reasons justifying why
the emergency continues to exist and why action, outside of the normal bidding process
is necessary to respond to the emergency. The City Council must, at every regularly
scheduled meeting thereafter, reaffirm by a four-fifths vote, there is a need to continue to
remediate the emergency and until the action(s) taken to do so have been completed.
B-3
Declaring an emergency allows staff to work with construction contractors to refine the
repair scope and expedite quote solicitation, compared to the traditional bidding process,
which requires the development of much more detailed plans and specifications along
with a lengthy bidding timeline. Declaring an emergency allows repair to begin 4-6 months
earlier than the traditional bidding process while assuring the City obtains fair and
reasonable prices because quotes will be sought from three vendors who were
competitively bid by LACFCD.
Staff has been developing a scope of work to repair the pipe and restore the roadway and
is seeking proposals from construction contractors comp etitively procured through
LACFCD for as-needed and emergency storm drain work. Staff continues to refine the
scope and negotiate with those vendors with the intention of contracting with the lowest
quoting vendor. Such a procurement is authorized by Rancho Palos Verdes Municipal
Code §§ 2.44.060 and 2.44.070(c), which authorizes the City to procure services from a
vendor awarded a bid by another public agency and further authorizes the finding of
“exigent circumstances” warranting the immediate procurement of such services.
Additionally, Staff requires the assistance of construction management and inspection
services throughout the repair process. Therefore, Staff solicited a proposal (Attachment
C) for those services from Sunbeam, Inc., which the City has previously relied on in similar
circumstances.
Staff continues to obtain quotes and does not expect the quotes to be greater than
$350,000 for repairs. However, because of the unknown condition of the remaining pipe,
a higher than typical contingency, 20%, is being requested. Additionally, construction
management and inspection services are anticipated to cost approximately $50,000 and
a higher than typical contingency of $10,000 is requested for the same reason.
As a result of declaring an emergency tonight, Staff will provide a progress report to the
City Council at each regularly scheduled meeting until the emergency project is complete
and a notice of completion is brought to the City Council f or approval. Staff anticipates
construction can be completed on this project within approximately two months.
ADDITIONAL INFORMATION:
The Fiscal Year 2022-23 Capital Improvement Program (CIP) includes funding for a storm
drain asset management program. The goal of this program is to inspect all pipes above
36 inches in diameter, prioritizing those under arterial roadways. Because of this
emergency, the storm drain asset management program is likely to become a FY 2023-
24 CIP project.
CONCLUSION:
Staff recommends the City Council adopt the attached resolution declaring an
emergency, authorize an appropriation of $480,000, authorize the City Manager and
Director of Public Works to finalize negotiations for the emergency repairs in an amount
not to exceed $350,000 with a contingency of $70,000, approve an agreement with
B-4
Sunbeam Consulting, Inc. for related construction management and inspection services
in an amount not to exceed $50,000 with a contingency of $10,000, and authorize repairs
to commence upon completion of final negotiations to the scope of work .
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not declare an emergency and direct staff to proceed with the regular bid
process, extending the project duration by 4 to 6 months; or
2. Take other action, as deemed appropriate.
B-5
01203.0006/858861.1
RESOLUTION NO. 2023-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO PALOS VERDES FINDING AND DECLARING,
BY A FOUR-FIFTHS VOTE OF THE ENTIRE CITY
COUNCIL, THAT AN EMERGENCY EXISTS WHICH WILL
NOT PERMIT THE COMPETITIVE SOLICITATION OF BIDS
TO REPAIR A SINKHOLE LOCATED AT HAWTHORNE
BOULEVARD NEAR SEAMOUNT DRIVE/EDDINGHILL
DRIVE, AND AUTHORIZING THE CITY MANAGER TO
AWARD A CONTRACT TO REPAIR AND REMEDIATE THE
SAME
WHEREAS, Public Contract Code § 1102 defines “emergency” as “a sudden,
unexpected occurrence that poses a clear and imminent danger, requiring immediate
action to prevent or mitigate the loss or impairment of life, health, property, or essential
public services;” and
WHEREAS, Public Contracts Code § 22050 set forth the procedure for the
emergency contracting for a public works as follows:
(a)(1) In the case of an emergency, a public agency, pursuant to a four -
fifths vote of its governing body, may repair or replace a public facility,
take any directly related and immediate action required by that
emergency, and procure the necessary equipment, services, and
supplies for those purposes, without giving notice for bids to let
contracts.(2) Before a governing body takes any action pursuant to
paragraph (1), it shall make a finding, based on substantial evidence set
forth in the minutes of its meeting, that the emergency will not permit a
delay resulting from a competitive solicitation for bids, and that the action
is necessary to respond to the emergency.
(b)(1) The governing body, by a four-fifths vote, may delegate, by
resolution or ordinance, to the appropriate county administrative officer,
city manager, chief engineer, or other nonelected agency officer, the
authority to order any action pursuant to paragraph (1) of subdivision
(a).(2) If the public agency has no county administrative officer, city
manager, chief engineer, or other nonelected agency officer, the
governing body, by a four-fifths vote, may delegate to an elected officer
the authority to order any action specified in paragraph (1) of subdivision
(a).(3) If a person with authority delegated pursuant to paragraph (1) or
(2) orders any action specified in paragraph (1) of subdivision (a), that
person shall report to the governing body, at its next meeting required
pursuant to this section, the reasons justifying why the emergency will not
permit a delay resulting from a competitive solicitation for bids and why
the action is necessary to respond to the emergency.
B-6
01203.0006/858861.1
(c)(1) If the governing body orders any action specified in subdivision (a),
the governing body shall review the emergency action at its next regularly
scheduled meeting and, except as specified below, at every regularly
scheduled meeting thereafter until the action is terminated, to determine,
by a four-fifths vote, that there is a need to continue the action. If the
governing body meets weekly, it may review the emergency action in
accordance with this paragraph every 14 days.
(2) If a person with authority delegated pursuant to subdivision (b) orders
any action specified in paragraph (1) of subdivision (a), the governing
body shall initially review the emergency action not later than seven days
after the action, or at its next regularly scheduled meeting if that meeting
will occur not later than 14 days after the action, and at least at every
regularly scheduled meeting thereafter until the action is terminated, to
determine, by a four-fifths vote, that there is a need to continue the action,
unless a person with authority delegated pursuant to s ubdivision (b) has
terminated that action prior to the governing body reviewing the
emergency action and making a determination pursuant to this
subdivision. If the governing body meets weekly, it may, after the initial
review, review the emergency action in accordance with this paragraph
every 14 days.(3) When the governing body reviews the emergency
action pursuant to paragraph (1) or (2), it shall terminate the action at the
earliest possible date that conditions warrant so that the remainder of the
emergency action may be completed by giving notice for bids to let
contracts; and
WHEREAS, Rancho Palos Verdes Municipal Code §§ 2.44.060 and 2.44.070(c),
authorizes the City to procure services from a vendor awarded a bid by another public
agency and further authorizes the finding of “exigent circumstances” warranting the
immediate procurement of the same.
NOW, THEREFORE, THE RANCHO PALOS VERDES CITY COUNCIL HEREBY
FINDS, DETERMINES AND RESOLVES, AS FOLLOWS:
SECTION 1. The foregoing recitals are true and correct and are incorporated
herein by this reference.
SECTION 2. Based on substantial evidence provided in the staff report
accompanying this resolution, the City Council hereby makes the following findings:
a. On Friday January 27, 2023, a Palos Verdes Peninsula Transit
Authority bus broke through the pavement of northbound Hawthorne Boulevard
approaching Seamount Drive/Eddinghill Drive (the sinkhole”); and
b. The sinkhole developed because part of a corrugated metal storm
drain pipe under the road failed and allowed the soil below the roadway to wash through
B-7
01203.0006/858861.1
the remainder of the pipe.
c. The pipe in question failed because it reached the end of its useful
life and corroded to the point that it could no longer support the load of the road. The
failed City pipe connects to upstream and downstream pipes owned by the Los Angeles
County Flood Control District (“LACFCD”); and
d. Staff and City consultants inspected the site and determined that the
bottom of the pipe had failed and that immediate action is needed to prevent further
undermining and the development of a sinkhole in the second lane.
e. The sinkhole is approximated to be up to 10 feet deep, beginning at
the manhole and extending under the sidewalk and a portion of the concrete bus pad;
and
f. Under the current condition, storm water does not have a
conveyance structure under Hawthorne Boulevard and instead pools und er the pipe
causing additional damage to the roadway supporting structure; and
g. This places the utility lines, particularly a gas line, underneath the
roadway at imminent risk of severe damage; and
h. The foregoing constitutes an emergency within the meaning of Public
Contracts Code § 1102 authorizing emergency repairs pursuant to Public Contracts Code
§ 22050.
SECTION 3. Based on the foregoing findings, the City Council approves the
following emergency actions to repair and remediate the sinkhole:
a. The City Manager and Director of Public Works are hereby
authorized to develop a scope of work to repair the pipe and restore the roadway and
seek proposals from construction contractors competitively procured through LACFCD
for as-needed and emergency storm sewer work; and
b. The City Manager and Director of Public Works are further directed
to finalize negotiations for the emergency public works contract in an amount not to
exceed $350,000, with a 20% contingency of $70,000 to be approved by the City Manager
with authorization to execute change orders for unforeseen work during the performance
of such emergency repairs; and
c. The City Manager and Director of Public Works are further
authorized to execute an agreement for consulting services in a not to exceed amount of
$50,000 with Sunbeam Consulting, Inc. with a contingency of $10,000; and
d. The City Manager and Director of Public Works are further
authorized to undertake emergency repairs of the sinkhole upon final negotiations of the
B-8
01203.0006/858861.1
foregoing emergency public works contract and emergency professionals services and to
execute the same following approval of both as to form by the City Attorney; and
e. The City Council hereby appropriates the sum of $480,000 to fund
the costs of such emergency work and services.
SECTION 4. Pursuant to Public Contract Code § 22050, The City Manager and
Director of Public Works shall report to the City Council, at the next regular meeting of
the City Council, the reasons justifying why the emergency continues to exist and why
action, outside of the normal bidding process is necessary to respond to the emerg ency.
SECTION 5. Pursuant to Public Contract Code § 22050, the City Council shall,
at every regularly scheduled meeting thereafter, consider and reaffirm by a four-fifths
vote there is a need to continue to remediate the emergency until the authorized
emergency repairs have been completed.
The City Clerk shall certify to the passage and adoption of this resolution.
PASSED, APPROVED and ADOPTED by a four-fifths vote of the entire City
Council on this 21 day of February, 2023.
_____________________
Barbara Ferraro, Mayor
Attest:
___________________________
City Clerk
State of California )
County of Los Angeles ) ss City of Rancho Palos Verdes )
I, Teresa Takaoka, City Clerk of the City of Rancho Palos Verdes, hereby certify that the
above Resolution No. 2023-__ was duly and regularly passed and adopted by the said
City Council at a regular meeting thereof held on February 21, 2023.
___________________________
City Clerk
B-9
01203.0006/858550.3 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SUNBEAM CONSULTING, INC.
B-10
01203.0006/858550.3
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SUNBEAM CONSULTING, INC
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on February 21, 2023 by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation (“City”) and SUNBEAM CONSULTING, INC., a
California corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. Pursuant to Sections 2.44.070(C) and 2.44.080 of the Rancho Palos Verdes
Municipal Code, and pursuant to the declaration of emergency adopted by the City Council of
the City of Rancho Palos Verdes regarding the sinkhole on Hawthorne Boulevard near
Seamount/Eddinghill Drive, dated February 21, 2023, the City’s Purchasing Agent has authority
to enter into and execute this Agreement.
B. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
B-11
01203.0006/858550.3 2
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
B-12
01203.0006/858550.3 3
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
B-13
01203.0006/858550.3 4
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
B-14
01203.0006/858550.3 5
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $60,000 (Sixty Thousand Dollars), which includes
compensation for the Services in the amount of $50,000 (Fifty Thousand Dollars) and a
B-15
01203.0006/858550.3 6
$10,000 (Ten Thousand Dollars) contingency fee (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9. Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.2 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.3 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
B-16
01203.0006/858550.3 7
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.4 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceed one year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
B-17
01203.0006/858550.3 8
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Alan Braatvedt President
(Name) (Title)
Chuck Stephan Secretary
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
B-18
01203.0006/858550.3 9
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, or such person as may be designated by the
Director of Public Works. It shall be the Consultant’s responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Consultant
shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to
sign all documents on behalf of the City required hereunder to carry out the terms of this
Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to com mencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
B-19
01203.0006/858550.3 10
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
B-20
01203.0006/858550.3 11
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifi cations to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
B-21
01203.0006/858550.3 12
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
B-22
01203.0006/858550.3 13
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
B-23
01203.0006/858550.3 14
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
B-24
01203.0006/858550.3 15
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
B-25
01203.0006/858550.3 16
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
B-26
01203.0006/858550.3 17
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
B-27
01203.0006/858550.3 18
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
B-28
01203.0006/858550.3 19
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
B-29
01203.0006/858550.3 20
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON THE FOLLOWING PAGE]
B-30
01203.0006/858550.3 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro , Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SUNBEAM CONSULTING, INC., a California
corporation
By:
Name: Alan Braatvedt
Title: President
By:
Name: Chuck Stephen
Title: Secretary
Address: 1817 Josie Avenue
Long Beach California, 90815
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
B-31
01203.0006/858550.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
B-32
□ □
□ □ □ □ □ □
□
01203.0006/858550.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
B-33
□ □
□ □ □ □ □ □
□
01203.0006/858550.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will develop the scope and specifications for a construction contract, provide
construction management services, and provide inspection services during construction of
the Hawthorne Boulevard at Eddinghill Drive/ Seamount Drive sinkhole repair project
(the Project). The general scope of the project is repair of a storm sewer pipe
approximately 120-feet in length which will require extensive shoring; affects the
signalized intersection at Eddinghill/Seamount; transitions through the sidewalk and a
bus pad; will be constructed in a watercourse during the wet season; will cut through a
water main and a lateral, gas line and other utilities; and will require reconstruction of
pipe bedding.
A. Task A: Provide Construction Management Services, including but limited to:
• Develop scope and specifications, negotiate with the potential Project
contractors, Los Angeles County, utility companies, the Los Angeles County
Sheriff’s Department, service providers such as bus companies, and other
entities. Negotiations with the Project contractor, will include the following:
o Working through a work plan to understand and agree on the best
strategies for the Project to include at a minimum, the following:
▪ Traffic flows through the area for City approval of a Traffic
Control Plan, to include working hours.
▪ Potential stormwater through the area and the BMPs that will be
required.
▪ Utilities that will be directly affected by the excavation and then
facilitating meetings and agreements with the utility companies.
o Agreeing on an overall schedule that reflects the agreed work plan.
o Obtaining a comprehensive schedule of values that will be used to
evaluate changes, in the case of changes due to unknowns on the Project.
• Formally approve the work plan and the baseline schedule and monitor
progress against the schedule.
• Review RFIs (Requests for Information) and submittals and act as the
interface between all agencies.
• Create agendas, chair, and generate minutes for preconstruction and progress
meetings.
B-34
01203.0006/858550.3 A-2
• Negotiate Change Order values and make recommendations to the City.
• Review pay applications with the contractor and recommend payments to the
City’s Contract Officer.
• Maintain accurate records.
• Close out of the Project.
• Consultant shall keep the City’s Project Manager informed all times, provide
suggestions on decisions as issues arise, and obtain approvals from the City’s
Contract Officer.
B. Task B: Provide Construction Inspection Services.
• Consultant will inspect the construction activities in the field verifying that
job site safety is implemented, traffic control is placed in accordance with the
approved traffic control plan, working hours for the construction are
consistent with the permit requirements, soil is properly compacted, and
materials are properly placed during the course of construction.
• Consultant will also perform the following services:
o Deal with all public relations issues on a daily basis.
o Constantly monitor safety precautions, specifically related to shoring and
the movement of large equipment and including the hauling of materials.
o Constantly monitor traffic controls and the safety of the general public.
o Ensure that the installation complies with City standards and all agreed
requirements.
o Photograph conditions and activities throughout the Project.
o Liaise with City Staff to keep them fully abreast of all aspects of the
Project.
o Monitor the work as it is installed; documenting the activities, progress,
and all other relevant information.
o Produce daily inspection reports and weekly project status reportss
o Play an active role in ensuring that the segments of the Project are
adequately completed before opening to traffic.
B-35
01203.0006/858550.3 A-3
o Inspect the typical road related construction activities including
reconstruction of sidewalks, bus-pad section, base and pavement and the
repairs to the traffic signal loops, if necessary.
o Provide all other services related to the inspection of the work performed
by the contractor.
C. Task C: Provide Record Drawing; Consultant will produce a record drawing of
the Project, which will use Google Earth as a base map and will show all relevant
pipeline information including plan and profile, all construction activities
associated with the scope of work, and other relevant information, such as the
utilities in the area.
D. Task D: Provide Soil Compaction Testing using subcontractor Twining, Inc.
E. Task E: Provide Asphalt Compaction Testing using subcontractor Twining, Inc.
F. Task F: Provide Concrete Cylinder Testing using subcontractor Twining, Inc.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Project files
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports:
A. Daily construction inspection reports and weekly project status reports
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Alan Braatvedt, Construction Manager
B. Joe Van der Linden, Inspector
B-36
01203.0006/858550.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. 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 $60,000 (Sixty Thousand Dollars), which includes
compensation for the Services in the amount of $50,000 (Fifty Thousand Dollars) and a
$10,000 (Ten Thousand Dollars) contingency fee (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9. Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
B-37
01203.0006/858550.3 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Item Days Hrs Rate Amount
Construction Inspection Services – Joe: Full time 20 8 $129.00 $20,640
Construction Management - Alan: 27 4 $168.00 $18,144
Record Drawing Design Engineer - Matt: 2 8 $168.00 $2,688
Soil Compaction Testing, including Equipment –
Twining, Inc.
5 8 $160.00 $6,400
Asphalt Compaction Testing, incl Equip 1 8 $168.00 $1,344
Concrete Cylinder Tests and pickups 2 4 $73.70 $590
TOTAL COMPENSATION $50,000
Contingency $10,000
CONTRACT SUM $60,000
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
B-38
01203.0006/858550.3 C-2
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
NOT APPLICABLE
B-39
01203.0006/858550.3 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the Project
contractor’s schedule and shall not delay the Project contractor.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
B-40
Sunbeam Consulting
1817 Josie Avenue
Long Beach, California 90815
Project Management • Construction Management • Inspection Services • Civil Engineering Design
Tel: 310.525.0684
February 10, 2023
City of Rancho Palos Verdes
Department of Public Works
30940 Hawthorne Blvd
Rancho Palos Verdes, CA90275
Attention: Ron Dragoo
Proposal for Hawthorne Blvd. Sinkhole –
Storm Drain Replacement Project at Seamount:
Construction Management and Inspection Services
Dear Mr. Dragoo:
Sunbeam Consulting, Inc. appreciates the opportunity to offer our Professional Services to the City of
Rancho Palos Verdes to provide Construction Management and Inspection services for the removal and
replacement of the section of the existing corrugated metal storm drain that is located within the
sinkhole area. In addition the scope of work will include for the installation of a 100-foot long “slip line
pipe” into the existing CMP pipe after repairing the lost invert bedding.
We appreciate the issues associated with working on a complicated stormwater replacement project in
the right of way, requiring large equipment and shoring to install the pipe across a major arterial road.
The inspection of the work will include the implementation of significant traffic controls, constantly
reviewing safety protocols and the inspection of storm water pollution prevention measures necessary
for working in a storm drainage channel in the wet season. We believe that the Sunbeam team has the
right skills and experience working in the City to successfully provide the required services. We propose
to use Alan Braatvedt to provide the Construction Management Services and Joe Van der Linden to
provide the Inspection services. We appreciate the consideration and opportunity of providing these
services to City of Rancho Palos Verdes.
Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you have
questions, please contact me at (310)525-0684.
Sincerely,
Alan Braatvedt
President
Sunbeam Consulting
B-41
CONSULTING
City of Rancho Palos Verdes Sunbeam Consulting
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project
2 | P a g e
PROJECT UNDERSTANDING
A sinkhole has developed in the number 2 lane on the west side of Hawthorne Blvd., immediately south
of the bus pad at Seamount Drive. Sunbeam has extensively investigated the issues and challenges and
developed the scope of work and helped with the bidding of the project and obtaining the use of LA
County Flood Control contracting documentation.
The City has bid the project and expect to select a contractor at the 2/21/22 city council meeting and
the contractor will begin mobilizing within a few days of the council meeting.
The scope of work will include:
• Excavation of the first 20-feet of the pipeline, while maintaining one north-bound lane for the
duration of the project and not impact any south-bound lanes on Hawthorne Blvd.
• Implement a Traffic Control Plan, developed by the contractor’s consultant.
• Remove the necessary paving to expose the sinkhole area and remove the 20-foot section of
CMP
• Install shoring, protect the 8” gas line running through the exposed area and other adjacent
utilities
• Reconstruct the flow line in the open excavation and install a new flow line in the existing 100-
foot section of existing CMP, using flowable grout
• Install an appropriate slip pipe with at least a 36” ID inside the existing 48” CMP storm drain
pipe, by sliding it in in sections and adequately jointed. Ensure that the downstream end of the
pipe fits snugly into the 42” RCP pipe at that point. Smooth out the joint between the t wo pipes
to create a clean and watertight transition.
• Pressure grout to fill the annular space between pipes.
• Install a 42” ID replacement storm drain pipe and backfill the whole area using slurry, where
necessary, and excavated material, to APWA standards.
• Replace the base, pavement and bus pad, curb and sidewalk
• Restripe the intersection where necessary and replace any damaged traffic signal loops.
The City of RPV has requested Sunbeam Consulting to provide a proposal to provide construction
management and inspection services to: assist the city with controls, dealing with unforeseen
conditions, measuring quantities, especially extras, negotiations and overseeing the installation
We recognize that this is a significant project which will have a disruptive affect on a very busy regional
connector road. We understand that with the construction work located entirely within the roadway,
lane closures will be required for an extended periods, so recognize that traffic control will be a
significant factor and Sunbeam will closely monitor the contractor’s compliance with the traffic control
plans.
SCOPE OF SERVICES
Sunbeam will provide inspection services during construction of the repairs at the Hawthorne Blvd. and
Seamount Drive sinkhole repair project (the Project). Sunbeam will inspect the construction activities in
the field verifying that job site safety is implemented, traffic control is placed in accordance with the
approved traffic control plan, working hours for the construction are consistent with the permit
requirements, will verify soil is properly compacted, and materials are properly placed during the course
of construction. Sunbeam will also provide Construction Management services during construction of
the Project.
B-42
City of Rancho Palos Verdes Sunbeam Consulting
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project
3 | P a g e
A. Task A: Provide Construction Inspection Services.
a. Significant negotiations with the Project contractor, Los Angeles County, utility
companies, the Los Angeles County Sheriff’s Department, service providers such as bus
companies, and other entities. In all circumstances Sunbeam will keep the City’s Project
Manager in the loop at all times and will provide suggestions on decisions to deal with
issues as they arise.
b. The pipeline is: about 120-feet long; will require extensive shoring; affects the signalized
intersection at Seamount; transitions through the sidewalk and a bus pad; will be
constructed in a watercourse during the wet season; will cut through a water main and
a lateral, gas line and other utilities; and will require reconstruction of pipe bedding.
These circumstances will require extensive negotiations with the Project contractor,
which will include:
• Obtaining a comprehensive schedule of values that will be used to evaluate
changes, which will be inevitable as there are so many unknowns on the Project
• Working through their plan of action to understand and agree on the best strategies
for the Project and obtaining approval from the City’s Contract Officer.
• Agreeing on an overall schedule that reflects the agreed work plan
• Agreeing on the methods to control traffic flows through the area and then having
the city approve the TCP
• Agreeing on the best way to deal with potential stormwater through the area and
the BMPs that will be required
• Deciding on how to deal with the utilities that will be directly affected by the
excavation and then facilitating meetings and agreements with the utility
companies.
• Sunbeam will also perform the following services:
o Deal with all public relations issues on a daily basis
o Constantly monitor safety precautions, specifically related to shoring and the
movement of large equipment and including the hauling of materials
o Constantly monitor traffic controls and the safety of the general public
o Ensure that the installation complies with City standards and all agreed
requirements.
o Photograph conditions and activities throughout the Project
o Liaising with City Staff to keep them fully abreast of all aspects of the Project;
o Monitoring the work as it is installed; documenting the activities, progress, and
all other relevant information.
o Producing daily inspection and weekly reports
o Playing an active role in ensuring that the segments of the Project are
adequately completed before opening to traffic.
B-43
City of Rancho Palos Verdes Sunbeam Consulting
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project
4 | P a g e
o Inspecting the typical road related public works relating to the reconstruction of
sidewalks, bus-pad section, base and pavement and the repairs to the traffic
signal loops, if necessary
o Providing all other services related to the inspection of the work performed by
the contractor.
B. Task B: Provide Construction Management services, including but limited to:
• Creating an agenda, chairing and generating minutes for the preconstruction
meeting
• Formally approving the work plan and the baseline schedule and monitoring
progress against the schedule
• Reviewing RFIs (Request for Information) and submittals and acting as the interface
between all agencies
• Negotiating Change Order values and making recommendations to the City
• Agreeing pay applications with the contractor and recommending payments to the
City’s Project Manager
• Maintaining accurate records
• Closing out of the Project
C. Task C: Provide Record Drawing; Sunbeam will produce a record drawing of the Project,
which will use Google Earth as a base map and will show all relevant pipeline
information, all construction activities associated with the scope of work, and other
relevant information, such as the utilities in the area.
D. Task D: Provide Soil Compaction Testing using subcontractor Twining, Inc.
E. Task E: Provide Asphalt Compaction Testing using subcontractor Twining, Inc.
F. Task F: Provide Concrete Cylinder Testing using subcontractor Twining, Inc.
As part of the Services, Sunbeam will prepare and deliver the following tangible work products to the
City:
A. Schedule of Values identifying critical path, labor demands, and funding needs
B. Project files
In addition to the requirements of Section 6.2, during performance of the Services, Sunbeam will keep
the City appraised of the status of performance by delivering the following status reports:
A. Daily construction inspection reports and weekly construction summary reports
All work product is subject to review and acceptance by the City, and must be revised by Sunbeam
without additional charge to the City until found satisfactory and accepted by City.
Sunbeam will utilize the following personnel to accomplish the Services:
A. Alan Braatvedt, Construction Manager
B. Joe Van der Linden, Inspector
B-44
City of Rancho Palos Verdes Sunbeam Consulting
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project
5 | P a g e
FEE PROPOSAL
We have based our proposal on an assumed schedule of 4-weeks, but understand that there are
significant unknowns, which will not come to light until construction begins, so our fee is broken down to
allow for any adjustment to the cost to be easily evaluated, should that be necessary, if the project takes
longer than the 4-weeks allocated.
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project at Seamount
Item Days Hrs Rate Amount
Construction Inspection Services – Joe: Full time 20 8 $129.00 $20,640
Construction Management - Alan: 27 4 $168.00 $18,144
Record Drawing Design Engineer - Matt: LS 1 1 $2882.00 $2,882
Soil Compaction Testing, including Equipment - 5 8 $160.00 $6,400
Asphalt Compaction Testing, incl Equip 1 8 $168.00 $1,344
Concrete Cylinder Tests and pickups 2 4 $73.70 $590
TOTAL $50,000
This rate is inclusive of mileage, equipment, and other incidental expenses related to the tasks.
This project will require conformance to California Prevailing Wage payment and benefit requirements.
Sunbeam Consulting is registered with the Department of Industrial Relations to provide the required
services.
B-45