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CC SR 20250916 01 - Landslide Emergency ExtensionCITY COUNCIL MEETING DATE: 09/16/2025 AGENDA REPORT AGENDA HEADING: Regular Business AGENDA TITLE: Consideration to receive updates on the Greater Portuguese Bend-Ancient Altamira Landslide Complex and revise the Fiscal Year (FY) 2025-26 budget. RECOMMENDED COUNCIL ACTION: (1)Receive and file an update on the Greater Portuguese Bend -Ancient Altamira Landslide Complex (Landslide Complex) conditions, activities, and financials; (2)Review and provide input on the ranked priority order list and budget for the FY 2025-26 Landslide Complex program; (3)Ratify, nunc pro tunc (meaning to replace the prior version correcting an inadvertent omission) the Professional Services Agreement (PSA) with Geo-Logic Associates, Inc. (GLA) for final engineering design, environmental documents, and related services for the Portuguese Bend Landslide Remediation Project to add federal grant compliance clauses with no change to the PSA amount, and authorize the Mayor to execute the PSA in a form approved by the City Attorney; (4)Award a PSA to Geosyntec Consultants, Inc. for a Landslide Hydrology and Hydraulics Study in the amount of $1,100,200 with a 15% contingency for a total amount of up to $1,265,230, and authorize the Mayor to execute the agreement in a form approved by the City Attorney; (5)Award a PSA to Michael R. McGee, PLS, dba McGee Survey Consulting for surveying services in connection with the Portuguese Bend Landslide Emergency Stabilization Project in FY 2025-26 in the not-to-exceed amount of $320,000 for a one-year term, and authorize the Mayor to execute the PSA in a form approved by the City Attorney; (6)Award a revised PWA with Ocean Blue Environmental Services, Inc. for on -call landslide emergency spill response and related services in Fiscal Year 2025-26 in the not-to-exceed amount of $1,400,000 for a one-year term, and authorize the Mayor to execute the PWA in a form Approved by the City Attorney; (7)Adopt Resolution No. 2025-___, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, EXTENDING FOR A TERM OF 60 DAYS THE TEMPORARY PROHIBITION ON TRAVEL BY UNICYCLES, BICYCLES, MOTORCYCLES, AND OTHER ONE- OR TWO- WHEELED VEHICLES ON PALOS VERDES DRIVE SOUTH WITHIN THE LANDSLIDE COMPLEX DUE TO CONTINUED ROADWAY CONDITIONS; (8)Adopt Resolution No. 2025-__, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, CONTINUING THE LOCAL EMERGENCY DECLARATION AS ESTABLISHED BY RESOLUTION NO. 2023 - 47 ADOPTED ON OCTOBER 3, 2023 FOR AN ADDITIONAL 60 DAY PERIOD; and, 1-1 (9) Adopt Resolution No. 2025-__, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, EXTENDING THE STATE OF LOCAL EMERGENCY WITHIN THE GEOGRAPHIC BOUNDARIES OF THE PORTUGUESE BEND COMMUNITY ASSOCIATION, PORTUGUESE BEND BEACH CLUB, AND SEAVIEW NEIGHBORHOODS BASED ON SUDDEN ENERGY SHORTAGES, PLANNED DEENERGIZING EVENTS, AND INTERNET SERVICE SHUT OFFS AS ESTABLISHED BY RESOLUTION NOS. 2024-52 AND 2024-57 FOR AN ADDITIONAL 60 DAYS. FISCAL IMPACT: RM Cost to Date: Overall, cost of the emergency response is projected to reach approximately $48 million from the period beginning in October 2022 through the fiscal year (FY) ending June 30, 2025, including purchase order carryovers and continuing appropriations from FY 2023 - 24. This amount is funded through various sources, including the General Fund, CIP Fund, ARPA, Supervisor Hahn’s Social Program Grant, and Metro Funds. FY 2024-25: A comprehensive summary of expenditures incurred for FY 2024 -25 is included in the August 19, 2025 staff report and can be found at the following link: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4840&meta_id=130486 FY 2025-26 Adopted Budget: The FY 2025-26 City Council adopted budget for the Portuguese Bend Landslide is $17,750,000 in the CIP and $860,300 for property tax assessments in the General Fund, as detailed the tables below. Capital Infrastructure Program (CIP) Fund: Funding Source: Capital Infrastructure Program (CIP) Fund FY 2025-26 Adopted Budget 8202 - Abalone Cove Sanitary Sewer Repair Program 3,000,000 8304 - Portuguese Bend Landslide Remediation 700,000 8307 - Portuguese Bend Landslide Remediation - Emergency Stabilization Measures 8,050,000 Construction 5,750,000 Professional Services (Engineering, Environmental, Inspection, Management 1,725,000 Contingency 575,000 8308 - Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power (City's Federal Grant Match) 525,000 8309 - Portuguese Bend Landslide Hydrology & Hydraulics Study 1,400,000 TOTAL - FY 2025-26 (CIP FUND) $13,675,000 1-2 Special Revenue (Restricted) Funds: Funding Sources: Special Revenue (Restricted) Funds FY 2025-26 Adopted Budget 8302 - Palos Verdes Drive South Landslide Repair Program 2,500,000 Gas Tax (Fund 202) 750,000 Prop C (Fund 215) 1,150,000 Measure R (Fund 220) 600,000 8308 - Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power 1,575,000 Federal Grant 1,575,000 TOTAL - FY 2025-26 SPECIAL REVENUE (RESTRICTED) FUNDS $4,075,000 General Fund: Funding Source: General Fund FY 2025-26 Adopted Budget 3150 Property Tax Assessments KCLAD 475,902 ACLAD 384,398 TOTAL - FY 2025-26 General Fund $860,300 ORIGINATED BY: Ramzi Awwad, Director of Public Works Vina Ramos, Director of Finance VR REVIEWED BY: Catherine Jun, Deputy City Manager APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Resolution No. 2025-___ Continuing Temporary Prohibition of One- or Two- Wheeled Vehicles on Palos Verdes Drive South for 60 Days (Page A-1) B. Resolution No. 2025-___ Continuing Local Emergency (Page B-1) C. Resolution No. 2025-___ Continuing Local De-energization Emergency (Page C-1) D. August 19, 2025 City Council Staff Report E. Professional Services Agreement with Geologic for the PBL Remediation Project (Page E-1) F. PSA with Geosyntec for Hydrology and Hydraulics Study (F-1) G. PSA with Michael R. McGee dba McGee Surveying Consulting for landslide GPS surveying and related services (page G-1) H. PWA with Ocean Blue Environmental Services, Inc. for on-call landslide emergency spill response and related services in Fiscal Year 2025 -26 (page H-1) 1-3 EXECUTIVE SUMMARY: • City Council is being asked to provide input on the FY 2025-26 ranked priority list of landslide activities and direct any scope reductions to reduce costs. The priority list can be found in Table 3. • The current estimated cost of FY 2025-26 landslide activities is $1,863,000 less than the original estimate prepared in the spring for the budget process because some FY 2024-25 winterization projects held up better than expected and some contractor quotes came in lower than expected. • Staff have been verbally informed by the Federal Emergency Management Agency regional leadership that the Building Resilient Infrastructure and Communities (BRIC) grant for design work will continue; which would result in a federal grant amount of $1,255,000 that had been assumed to be funded by the City in the FY 2025-26 budget. • ACLAD is requesting the City contribute 50% of the cost ($100,000 City share) towards repairing the Altamira Canyon culvert. This work is beneficial to reducing water infiltration contributing to movement near Palos Verdes Drive South. • ACLAD is requesting the City contribute 50% of the cost of ($100,000 City share) towards regrading lower Altamira Canyon seaward of Palos Verdes Drive South. This work is beneficial to reducing water infiltration and resultant load on the Deep Dewatering Wells (DDWs) in the area. • Updated GPS survey and geologic condition data for the month of August is not yet available and will be included in the next landslide update on November 4, 2025. • City Council is being asked to approve preparing a comprehensive Landslide Hydrology and Hydraulics Study in the amount of $1,260,230, which is eligible for 70% FEMA funding, leaving the City cost at $380,000 (note that FEMA funding is not guaranteed until reimbursements are approved and audits complete ). The Study will develop a watershed model for the entire landslide complex incorporating storm patterns from the past ten years and will prepare planning level concepts for alternatives to reduce stormwater infiltration. Additionally, the study will characterize the subsurface groundwater paths for part of the Portuguese Bend Landslide to help optimize the locations of dewatering wells. BACKGROUND: The Greater Portuguese Bend Landslide Complex, sometimes called the Ancient Altamira Landslide Complex (Landslide Complex) encompassed four historically active landslide areas in the City: the Portuguese Bend Landslide (PBL), the Abalone Cove Landslide (ACL), the Klondike Canyon Landslide (KCL), and the Beach Club Landslide (BCL) and includes areas uphill from the PBL and ACL, within the Landslide Complex as mapped by various agencies. The May 6, 2025 City Council staff report provides information on the key events related to the recent acceleration of the Landslide Complex and can be found at the following links: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4791&meta_id=127446 1-4 The August 19, 2025 City Council staff report provides information on City Council actions in response to the recent acceleration of the Landslide Complex (Attachment D). In summary, at that meeting, as part of the FY 2025-26 budget process, the City Council directed staff to develop a priority ranked order list of landslide emergency response projects/activities totaling $9 million. This list was intended to assist the City Council with considering budget reductions at their discretion to save money for operations and maintenance of landslide measures in subsequent years. Staff presented a ranked list of priority projects based on the FY 2025-26 adopted budget for landslide emergency and mitigation efforts. Following review and discussion of the priorities, the City Council directed Staff to return on September 16, 2025 for continued discussion. This report will serve as the 60-day standing report on the current conditions of the Landslide Complex and consideration to extend the local state of emergency and prohibition of one- and two-wheeled vehicles along Palos Verdes Drive South through the Landslide Complex. DISCUSSION: Tonight, the City Council is being asked to re-review the Ranked Priority List and Budget for the FY 2025-26 Landslide Complex program (Table 3) to determine if the ranking aligns with the Council’s expectations, and if not, provide input on reordering the priority list. Additionally, the City Council is being asked to direct Staff on any reductions in the scope of work for FY 2025-26 to reduce costs for continued work in subsequent fiscal years. However, in order to review the priority list, the Council should first receive a status update on the current conditions of the landslide. The report on the current conditions of the landslide includes recent information on winterization efforts that have resulted in cost modifications depending on the scope of work. Moreover, the scope of work has changed based on a recent request from the Abalone Cove Landslide Abatement District’s (ACLAD) request for cost sharing on some of their winterization work. 1. Current Conditions of the Greater Portuguese Bend Landslide Complex Geologic Conditions A summary of the 2022-23 and 2023-24 rainy seasons can be found in the May 7, 2024 staff report at the following link: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4522&meta_id=118930 A summary of the 2024-25 rainy season can be found in the May 6, 2025 staff report at the following link: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4791&meta_id=127446 At this time, survey data since the August 19, 2025 City Council meeting is not available. Thus, the most recent GPS survey data and its interpretation is for the approximately “monthly” monitoring periods ending July 1, 2025 and August 5, 2025 which can be found in the August 19, 2025 staff report (Attachment D). The GPS survey for the period ending September 3, 2025, is currently being processed and will be provided in the next landslide staff report scheduled for November 4, 2025. 1-5 In summary, Figures 1 and 2 present scaled displacement rates (i.e., movement velocities), movement vectors, and contours (aka “heat map”) of displacement rates for the July 1, 2025 and August 5, 2025 full monitoring periods. Figure 1: Scaled Displacement Rates for July 1, 2025 Monitoring Period Figure 2: Scaled Displacement Rates for August 5, 2025 Monitoring Period 1-6 Table 1 below provides a summary of movement rates for each sub-slide over time. Table 1: Sub-Slide Movement Rates as of August 5, 2025 Sub-Slide Oct 2022 Oct 2023* July 2024** August, 2025 August 5, 2025 Decrease from July 2024 Peak Average Movement (Inches/Week) % KCL 0.06 0.33 4.34 0.0 100% PBL 0.17 0.91 11.02 1.60 85% ACL 0.14 0.72 10.25 2.72 73% Upper Altamira 0.08 0.52 9.17 2.48 73% Factor of Movement KCL 1 5.5 72.3 0 - PBL 1 5.4 64.8 9.4 - ACL 1 5.1 72.3 19.4 - Upper Altamira 1 6.5 114.6 31 - *Month of emergency declaration **Month of peak movement rate Open Space, Palos Verdes Nature Preserve, Trails, and Beach Conditions There are no changes from the August 19, 2025 report with respect to open space, Palos Verdes Nature Preserve, and beach conditions (Attachment D). Emergency Stabilization Activities Deep Dewatering Well Program Status The Deep Dewatering Well (DDW) component of the emergency stabilization activities is complete. The August 19, 2025 staff report (Attachment D) shows the locations of the DDWs and monitoring wells. Table 2 below provides the current DDW program statistics. Table 2: DDW Current Water Extraction Rates as of September 8, 2025 DDW No. Date Operational Current Approximate Water Extraction Rate (Gallons Per Minute) Total Water Extraction to Date Acre-Ft Million Gallons 1 9/13/2024 Offline (re-drilled 3/21/25)  132 43 2 9/17/2024 95 (re-drilled 5/29/25) 135 44 3 9/21/2024 75 (re-drilled 3/24/25) 132 43 4 9/21/2024 N/A, Decommissioned 3/27/25 95 31 4A 3/29/2025 50 5 9/25/2024 Offline (re-drilled 3/26/25; offline - redrill in progress)  116 38 6 9/28/2024 80 (re-drilled 12/29/24 and 5/23/25) 110 36 7 10/15/2024 N/A, Decommissioned 6/3/25  15 5 8 10/17/2024 95 (re-drilled 8/14/25) 69 22 9 10/25/2024 N/A, Decommissioned 11/07/24  69 22 9A 11/16/2024 Offline (re-drilled 12/29/24, 5/10/25, 8/22/25) 10 10/24/2024 120 (re-drilled 5/11/25) 132 43 1-7 DDW No. Date Operational Current Approximate Water Extraction Rate (Gallons Per Minute) Total Water Extraction to Date Acre-Ft Million Gallons 11 12/3/2024 N/A, Decommissioned 3/14/25  2 1 Totals 515 1,007 328 Following are key observations on the current status of DDW operations: • The total combined water extraction rate of the DDWs is currently approximately 515 gallons per minute or 0.74 million gallons per day. • Since the start of the DDW program, approximately 328 million gallons, or 1,007 acre- feet of water have been extracted. • DDW-5 has sheared due to land movement and is offline. Re-drilling began on 9/2/2025 and should be completed this week. • DDW-1 has sheared due to land movement and is offline. Re -drilling will commence following the completion of re-drilling DDW-5. • DDW-7 has sheared, and based on its low production rate, the City’s Geologists are advising that the well be re-located rather than re-drilled in its approximate existing location. An analysis of relocation is currently being conducted. • DDW-9A is offline due to low water level. The submersible pump is being adjusted and the well will be back online shortly. • DDW11 sheared and based on the low production rate, the City’s Geologists are advising that this DDW should not be re-drilled, but rather re-located, should additional funding become available. Due to the significant cost of relocating this DDW, considered to be well above maintenance and operations, there are currently no plans in place to relocate the well. Underground water pressure measuring instruments, called vibrating wire piezometers (piezometers) were installed to assist in determining the effects of DDWs on reducing high water pressures, including locally artesian pressures, that might be contributing to accelerated landslide movement. Five monitoring wells with piezometers were installed under the deep slip plane as well as under the shallow slip plane to measure uplift pressure on each slip plane. The locations of the piezometers can be found in the August 19, 2025 staff report (Attachment D) Updated charts showing water pressures from the piezometers will be provided in the next landslide staff report in conjunction with updated GPS survey data scheduled for November 4, 2025. ACLAD Update Following is a summary status of the ACLAD’s activities as of September 9, 2025. The locations of ACLAD dewatering wells can be found in the August 19, 2025 staff report (Attachment D). • ACLAD currently has 17 wells (a combination of shallow and DDWs) operating that have pumped a total of approximately 5.8 million gallons of water in the month of August 2025. 1-8 o 7 original/shallow wells extracted approximately 1.55 million gallons of water. o 10 DDWs extracted approximately 4.25 million gallons of water. • Wells do not operate during the evening hours due to the use of generators. • Repairs were made to multiple generators and several dewatering well drain lines. ACLAD installed piezometers in the vicinity of their DDWs to collect data on the impact of the DDWs on high water pressures. The locations of the piezometers can be found in the August 19, 2025 staff report (Attachment D). Updated charts showing water pressures from the piezometers will be provided in the next landslide staff report in conjunction with updated GPS survey data on November 4, 2025. ACLAD identified significant damage to the Altamira Canyon culvert from above Narcissa Drive and seaward of Palos Verdes Drive South (PVDS), which is the primary drain for Altamira Canyon under PVDS. The culvert is 10 feet in diameter and approximately 670 feet in length. The damage includes deviation and separations that allow water to infiltrate into the ground and recharge the water table. ACLAD, in consultation with Staff and the project geologists, determined that repairs can be made to keep the culvert operational consisting of patching/filling separated areas. The cost is estimated to be $200,000. ACLAD is requesting that the City contribute 50% of the cost for ACLAD to carry out the work because part of the pipe is in the public right-of-way or City property. ACLAD made a similar request to the City Manager in 1997 and the Rancho Palos Verdes Maintenance Authority approved allocating 25% of the construction cost, not -to-exceed $12,500, from the City’s Joint Powers Maintenance Authority. On November 14, 2023; the City Council approved funding part of the cost of repairs to this culvert, which was ultimately 50%. Additionally, ACLAD found that Lower Altamira Canyon, that conveys runoff to the ocean, is obstructed due to land movement. ACLAD, in consultation with Staff and the project geologists, determined that lower Altamira Canyon can be re-graded to keep the channel open to allow the flow of runoff water to drain into the ocean, the cost of which is estimated to be $200,000. ACLAD is requesting that the City contribute 50% of the cost for ACLAD to carry out the work. Although ACLAD’s Plan of Control, dated August 20, 1980, includes reconstructing drainage courses and making them as impermeable as possible; on October 1, 2024, the City Council authorized an emergency winterization program on City-owned property within the Landslide Complex without waiving ACLAD’s responsibilities as identified in their Plan of Control. ACLAD’s request for emergency winterization of lower Altamira Canyon is consistent with emergency winterization on City-owned property. Staff recommend that the City contribute 50% of the cost of ACLAD’s repairs because it: • Benefits Palos Verdes Drive South by reducing water infiltration that contributes to movement and the ongoing repairs to the PVDS, a significant cost borne by the City; • Re-grading benefits the City by preventing water infiltration that would add to the load of the DDWs; and, • City-funded work would occur on City-owned property 1-9 The cost for a 50% City contribution is estimated to be $100,000 for the Altamira Canyon Culvert and $100,000 for the re-grading of Lower Altamira Canyon. Klondike Canyon Landslide Hazard Abatement District (KCLAD) Update Following is the status of KCLAD’s activities as of September 9, 2025. The locations of KCLAD dewatering wells can be found in the August 19, 2025 staff report (Attachment D). • KCLAD currently has 1 well operating out of a total of 4 wells • KCLAD Well 5 is offline and undergoing maintenance. • KCLAD Well 6 is in service with a pump at 150 feet below ground surface and is extracting water at a rate of 207 gallons per minute with a water depth of 106 feet. • New KCLAD Well 7 is nearing completion and is expected to become operational this week. • Repairs are also planned for KCLAD Well 3 and KCLAD Well 4, both shallow wells, to bring them back into service. • Weekly readings are uploaded to the KCLAD website (KCGHAD.org). There has been no measurable movement in the Seaview and PBBC neighborhood since mid-October 2024, as noted above in Table 1. KCLAD and Staff continue to coordinate on drainage and winterization efforts related to receiving flow from Klondike Canyon. Status Update on Emergency Winterization Projects The City Council is being provided with an update on emergency winterization for the 2025-26 rainy season. Conditions in the Landslide Complex have changed , and accordingly, cost estimates for emergency winterization have changed and are now $1,863,000 less than originally budgeted ($4,128,000 original budget now estimated at $2,265,000). A. Upper Altamira Canyon: The impermeable liner and pipe installed as part of the 2024-25 rainy season emergency winterization work has been destroyed because the slope from one side of the canyon is closing in on the other side due to the type of movement in the area , With current conditions, there is a risk that water flow in certain parts of the canyon could be impeded, which will likely result in water ponding and infiltrating into the landslide. Additionally, there is a risk that ponded water could breach and cause potential downstream water and mud damage. In response, Staff recommends re-grading parts of the canyon and adding a pipe where one side of the canyon is closing in on the other side. This will temporarily close fissures and provide for some water flow through the pipe. This work will minimize runoff from recharging the ground water table in anticipation of dewatering wells continuing to reduce the rate of movement. 1-10 There would remain a risk that the pipe may be crushed again as the canyon may close in on itself before the end of the rainy season and it is not likely that the pipe could be maintained after rains because conditions may become unsuitable for equipment. The revised cost estimate for Altamira Canyon Winterization work is now approximately $970,000, which is $1,631,000 less than originally budgeted because the originally envisioned emergency winterization activities, which were slated to be similar to those performed for the 2024-25 rainy season are no longer viable under the current conditions. In consultation with the project geologist, Staff considered alternative winterization options but determined that those would not be recommended, as summarized below: • Option One - Considered buttressing the canyon wall to significantly reduce the rate and movement plus re-grading the canyon to close fissures so water flow can continue. This option is not recommended because buttressing is a short-term solution likely to only be effective for one rainy season in anticipation of dewatering wells reducing the rate of movement; its success is uncertain; and it would be a significantly higher cost than the recommended approach. Should the City Council want to pursue this option, an initial investment of approximately $50,000 is needed to perform a survey and design that can be used to obtain construction cost quotes. • Option Two - Considered re-grading the canyon to close fissures without a pipe. This would delay the canyon closing in on itself in anticipation of dewatering wells reducing the rate of movement. However, there is a significant risk that canyon closes in on itself before the end of the rainy season and it is not likely that repeated re-grading could be done after rains because conditions may become unsuitable for equipment. The cost of this option is approximately $500,000 and is not recommended at this time. B. Kelvin Canyon Grading from the FY 2024-25 emergency winterization remains in good condition. Therefore, Staff recommend limited repairs, ongoing maintenance, and funding for storm response teams. This is estimated to cost $40,000, which is $467,000 less than the originally budgeted amount when the expectation was repeating all FY 2024-25 winterization. C. Klondike Canyon Grading, pond liner, and erosion control measures from the FY 2024 -25 emergency winterization remain in good condition. Some areas of pond liner need to be re -secured, some sandbags need to be re-set, and some additional erosion control measures need to be installed. Therefore, Staff recommend limited repairs, ongoing maintenance, and funding for storm response teams. This is estimated to cost $100,000, which is $408,000 less than the originally budgeted amount when the expectation was repeating all FY 2024- 25 winterization. D. Fissure Filling/Portuguese Canyon 1-11 A major depressed area where water collects at Portuguese Canyon near Burma Road Trail has formed. Preventing water infiltration in this area is a high priority because infiltration at the headscarp is most damaging. Staff Recommend installing a temporary pipe to convey water from the depressed area under Burma Road Trail into lower areas of the landslide where infiltration is less damaging. The estimated cost of this work and originally envisioned fissure filling is approximately $1,100,000, which is $809,000 more than originally budgeted. E. Seaview Neighborhood Re-graded and paved streets, storm water capture inlets, drainage pipes, and graben liners from the FY 2024-25 winterization remain in good condition. Some repairs and modifications to drainage elements are needed. Therefore, staff recommend limited modifications to drainage elements, ongoing maintenance, and funding for storm response teams. This is estimated to cost $55,000, which is $166,000 less than the originally budgeted amount when the expectation was repeating all FY 2024 -25 winterization. Utility Updates Southern California Gas Company (SoCalGas) Following are SoCalGas updates since the August 19, 2025 staff report (Attachment D): • 8 homes in Seaview have had gas service restored. Southern California Edison (SCE) Following are SCE updates since the August 19, 2025 staff report (Attachment D): • 12 homes in the PBBC and Seaview communities remain without power and are awaiting electrical inspection. SCE will re-energize the remaining homes on a weekly basis upon successful completion of electrical inspection. • As part of ongoing efforts to enhance the resiliency and reliability of SCE infrastructure, SCE began installing an innovative solution - Tension Relief Strategy - in the Seaview neighborhood, as well as other areas of the Palos Verdes Peninsula. More information can be found at: Energized.edison.com/rpv As a separate item, City Staff and SCE have been working together to redesign and relocate the temporary pole that SCE placed at the Ladera Linda Community Park. On March 4, 2025, the City Council granted a 6 -month time extension for SCE to relocate their power pole. During this time, City Staff and SCE have been focusing on finding an agreeable circuit loop system that meets the needs of the community and SCE in the long term. City Staff took the options to City Council on July 15, 2025, however, due to additional time needed to coordinate with SCE, City Staff requested the item to be continued for another 90 days to allow more time to coordinate with SCE. This item is being presented to the City Council as a separate agenda item this evening. Sanitary Sewer – Portuguese Bend Community The City continues to make repairs to the Abalone Cove Sanitary Sewer System (Ab Cove Sewer) as line breaks or pump malfunctions are discovered. 1-12 Sanitary Sewer – Seaview Neighborhood There are currently no activities related to the Seaview Sanitary sewer as there has been no detectable land movement for many months. Sanitary Sewer – Portuguese Bend Beach Club There are currently no activities to report for the privately owned Portuguese Bend Beach Club sanitary sewer. Sanitary Sewer – Palos Verdes Drive South Trunk Lines Following are the updates for the Los Angeles County Sanitation Districts (San Districts) sewer trunk lines on Palos Verdes Drive South (PVDS) since the August 19, 2025 staff report (Attachment D): • Replacement of the sewer trunk lines with more flexible material continues to be on schedule for completion by the end of summer 2025. • Some sections of the pipe were covered with small amounts of soil to protect them from potential direct impact of errant vehicles. California Water Service (Cal Water) Following are Cal Water updates since the August 19, 2025 staff report (Attachment D): Throughout the Landslide Complex, Cal Water is currently in the process of bringing the following sections of water lines above-ground: • Sweetbay Road: o The project to bring various segments of existing water lines above-ground started on September 8, 2025. Communications Following are Communications updates since the August 19, 2025 staff report (Attachment D): • City Staff and Palos Verdes Preserve Land Conservancy Staff met with Frontier in the field to review and affirm their proposed communications (fiber optic) route. The City will continue to work with Frontier on any needed agreements and permits required for installation in the coming months. 2. Ranked Order Priority List of Landslide Emergency Response Activity Costs The City Council is being asked to re-review the Ranked Priority List and Budget for the FY 2025-26 Landslide Complex program (Table 2) to determine if the ranking aligns with the Council’s expectations, and if not, provide input on reordering the priority list. Additionally, the City Council is being asked to direct Staff on any reductions in the scope of work for FY 2025-26 to reduce costs for continued work in subsequent fiscal years. 1-13 As part of the FY 2025-26 budget process, the City Council directed staff to present a priority list of landslide emergency response projects/activities totaling $9 million so that the City Council may consider future budget reductions based on the priority order rank list. A ranked list of priority projects was presented at the August 19, 2025 meeting, and after considering testimony and discussion, the City Council directed Staff to return on September 16, 2025 for continued discussion on, among other things, the proposed landslide project priority list. The priority order was based on technical recommendations from the project geologist: Geo-Logic Associates, Inc. (GLA), as well as the City’s contracted peer review geologist: Cotton, Shires and Associates, Inc. (CSA), and other staff considerations . A detailed description of the reasoning behind the priority order is in the August 19, 2025 staff report (Attachment D). Revised Cost Estimates The cost estimates on which the FY 2025-26 budget was based have now changed based on a current assessment of field conditions and a reassessment of the proposed winterization projects, as discussed in the previous section. The cost estimate is now $2,168,000 less than originally budgeted. Staff notes that conditions are changing and additional winterization measures beyond those in this current estimate may be needed as the 2025-26 rainy season unfolds. Table 3: Ranked Priority List of Landslide Activities for FY 2025-26 Priority Rank Project/Activity FY25-26 Budget Current Estimate Budget Increase/Decrease 1 PVDS Landslide Repair $2,500,000 $2,500,000 $0 2 Ab Cove Sanitary Sewer Repair $3,000,000 $3,000,000 $0 3 GPS Surveying $320,000 $320,000 $0 4 PBL Hydrology & Hydraulics Study $1,400,000 $1,265,000 -$135,000 5 DDW-1, DDW-2, & DDW-3 $912,000 $912,000 $0 6 DDW1-6 Permanent Power* $2,100,000 $2,100,000 $0 7 DDW-9A & DDW-10 $936,000 $936,000 $0 8 DDW-5 $365,000 $365,000 $0 9 DDW-8 $275,000 $275,000 $0 10 DDW-7 $350,000 $350,000 $0 11 DDW-4 $197,000 $197,000 $0 12 DDW-6 $367,000 $367,000 $0 13 Altamira Canyon $2,601,000 $970,000 -$1,631,000 14 Kelvin Canyon $507,000 $40,000 -$467,000 15 Klondike Canyon $508,000 $100,000 -$408,000 16 Fissure Filling/ Portuguese Canyon $291,000 $1,100,000 +$809,000 17 Seaview Neighborhood $221,000 $55,000 -$166,000 18 PBL Remediation $700,000 $530,000 -$170,000 19 Contingency/ACLAD Contribution $200,000 $200,000 $0 $17,750,000 $15,582,000 -$2,168,000 1-14 Table 3 shows the original budget approved by the City Council prepared in the spring of 2025 as part of the annual budget process and revised cost estimates based on current conditions and actual contractor quotes. Following are notable items: • Budget reduction of $2,168,000 because costs were originally estimated in spring 2025 for the budget process and have now been updated based on current field conditions and actual contractor quotes. o PBL Hydrology & Hydraulics Study: actual consultant quote is $135,000 less than the Staff estimate prepared during the budget process. o Altamira Canyon: method of winterization has changed, decreasing the cost by $1,631,000, because a repeat of last year’s method is not viable considering that the canyon hillside is closing in on itself. Staff recommend a less comprehensive approach because other alternatives are very costly considering the risk of being unsuccessful and very limited lifespan. o Kelvin Canyon: current estimate is $467,000 less than budget estimate because winterization activities from last year have remained largely intact whereas the budget process estimate assumed that much of the winterization would need to be repeated. o Klondike Canyon: current estimate is $408,000 less than budget estimate because winterization activities from last year have remained largely intact whereas the budget process estimate assumed that much of the winterization would need to be repeated. o Fissure Filling: added pipe installation at Portuguese Canyon where a depressed area has formed which increases the cost by $809,000. o Seaview Neighborhood: current estimate is $166,000 less than budget estimate because winterization activities from last year have remained largely intact whereas the budget process estimate assumed that much of the winterization would need to be repeated. o PBL Remediation: actual consultant quote is $170,000 less than the Staff estimate prepared during the budget process. FEMA Funding At the direction of the City Council, the FY 2025-26 budget did not include funding from the Federal Emergency Management Agency (FEMA ) Building Resilient Infrastructure and Communities (BRIC) grant award, considering the uncertainty around the grant program at the time. Staff have now been verbally informed by FEMA regional leadership that the design phase of the BRIC grant will continue. Therefore, the two activities slated for 70% BRIC funds may only need 30% City funding. Staff notes that FEMA funds are not guaranteed until reimbursement applications have been approved and audits have been completed. Staff have been conducting all activities related to these two projects in conformance with BRIC grant requirements. Table 4 on the next page shows the impact of BRIC grant funds on the two projects. 1-15 Table 4: City Cost Share of Grants- Estimated Cost of Landslide Activities in Priority Order for FY 2025-26 Priority Project/Activity Current Estimate 100% City Cost Current Estimate w/ Federal Grant Applied Budget Decrease 4 PBL Hydrology & Hydraulics Study $1,265,000 $380,000 -$885,000 18 PBL Remediation $530,000 $160,000 -$370,000 -$1,255,000 The City Council may wish to include the BRIC grant funds in the budget calculations and direction to staff on cost reductions considering that FEMA regional leadership has verbally informed Staff that the design phase of the BRIC grant will continue. Financial Update FY 2025-26 Adopted Budget – Expenditures On June 17, 2025, the City Council adopted the FY 2025-26 Budget which includes $17.75 million of Portuguese Bend Landslide projects, as summarized in the Fiscal Impact section (page 2 of the report). Of this amount, almost $13.7 million is funded by the CIP Fund and $4 million from Special Revenue (Restricted) Funds. Additionally, the FY 2025-26 budget includes $860,000 for property tax assessment fees paid to KCLAD and ACLAD, funded by the General Fund. As of August 31, 2025, the total expenditure is $258,455, with additional $2.80 million encumbered, representing 22% of the total CIP Fund budget (Tables 5 and 6). This leaves a balance of approximately $10.60 million in CIP Fund and $4.07 million in Special Revenue Funds. As shown in Table 7, the City has also paid $860,300 in tax assessments, representing 100% of the total budget in assessments, as these payments were due in July. Table 5: PB Landslide - FY 2025-26 Adopted Budget and YTD – CIP Fund Program Funding Source: Capital Infrastructure Program (CIP) Fund 330 FY 2025-26 Adopted Budget Expenditures ($) Encumbered ($) YTD Spent & Encumbered (%) Balance 8202 Abalone Cove Sanitary Sewer Repair Program 3,000,000 20,087 148,413 6% 2,831,500 8304 Portuguese Bend Landslide Remediation 700,000 0 0 0% 700,000 8307 Portuguese Bend Landslide Remediation - Emergency Stabilization Measures $8,050,000 Construction 5,750,000 135,138 1,139,044 22% 4,475,818 Soft Costs (Engineering, Environmental, Inspection, Management 1,725,000 103,230 1,521,770 94% 100,000 Contingency 575,000 0 0 0% 575,000 8308 Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power (City's Federal Match) 525,000 0 0 0% 525,000 8309 Portuguese Bend Landslide Hydrology & Hydraulics Study 1,400,000 0 0 0% 1,400,000 1-16 TOTAL - FY 2025-26 (CIP FUND) $13,675,000 $258,455 $2,809,227 22% $10,607,318 Table 6: PB Landslide - FY 2025-26 Adopted Budget and YTD – Special Revenue Funds Fund Sources: Special Revenue (Restricted) Funds FY 2025-26 Adopted Budget Expenditures ($) Encumbered ($) YTD Spent & Encumbered (%) Balance 8302 Palos Verdes Drive South Landslide Repair Program $2,500,000 Gas Tax (Fund 202) 750,000 0 0 0% 750,000 Prop C (Fund 215) 1,150,000 0 0 0% 1,150,000 Measure R (Fund 220) 600,000 0 0 0% 600,000 8308 Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power Federal Grant (Fund 331) 1,575,000 0 0 0% 1,575,000 TOTAL - FY 2025-26 SPECIAL REVENUE FUNDS $4,075,000 $0 $0 0% $4,075,000 Table 7: PB Landslide - FY 2025-26 Adopted Budget – General Fund Funding Sources: General Fund FY 2025-26 Adopted Budget Expenditures ($) Encumbered ($) YTD Spent & Encumbered (%) Balance 3150 Property Tax Assessments KCLAD 475,902 475,902 0 100% $0 ACLAD 384,398 384,398 0 100% $0 TOTAL - FY 2025-26 $860,300 $860,300 $0 100% $0 FY 2025-26 Adopted Budget – Summary (CIP Fund) Table 8 provides a summary of the FY 2025-26 Adopted Budget as presented during the budget meetings held in June 2025. The budget includes $8.41 million in revenues and $17.47 million in expenditures, resulting in a projected year-end balance of $7.15 million. After applying the City Council’s Reserve Policy of $5 million, the CIP Fund is projected to end the year with a balance of $2.15 million. [CONTINUED ON NEXT PAGE] 1-17 Table 8: Capital Infrastructure Program (CIP) Fund FY 2025-26 Adopted Budget Expenditures to Date and FY 2024-25 Draft Year-End Overall, the City’s estimated expenditures for the Portuguese Bend Landslide from October 2022 through June 2025 are approximately $48 million including continuing appropriations and Purchase Order (PO) carryover from FY 2023-24 approved on January 21, 2025. As shown in Table 9 on the following page, year-to-date expenditures and encumbrances have increased from $33.1 million, as reported on July 1, 2025, to $36.8 million. This figure is preliminary and subject to change, pending the Finance Department’s completion 1-18 of the year-end closing process over the next few months, which will incorporate services provided by June 30, 2025. Table 9: PB Landslide Estimated Costs – Stabilization Measures/Emergency Response/Other – October 2022-June 2025 *This figure is preliminary and subject to change, pending the Finance Department’s completion of the year-end closing process over the next few months, which will incorporate all services provided by June 30, 2025. 3. Revised Agreement with Geo-Logic Associates for Landslide Remediation Project On August 19, 2025, the City Council approved a professional services agreement (PSA) with GLA for final engineering of the revised scope of the Portuguese Bend Landlide Remediation project (CIP Project 8304). Following approval and execution of the PSA, Staff discovered that federal provisions, required for compliance with the BRIC grant awarded by the FEMA, had been inadvertently omitted from the agreement . Therefore, Staff recommends that the City Council ratify, nunc pro tunc (meaning the revised agreement is considered effective as of its first execution rather than the date of ratification, making certain the agreement accurately reflects what should have been included in the first instance ) the PSA with GLA to replace the prior version correcting an inadvertent omission. None of the material terms of the agreement are changed or amended by this action. (Attachment E) Note that the approved FY 2025-26 CIP includes funding in the amount of $700,000; however, the negotiated fee for the work is $530,000. Staff anticipate the City share of this cost to be 30%, or $160,000, based on the Phase 1 Building Resilient Infrastructure FY 22-23 FY 23-24 FY 24-25 Oct. 22- June 25 DESCRIPTION ACTUAL ACTUAL DRAFT June 30* Projected TOTAL Stabilization Measures in millions DDW Program 1.4 16.4 17.8 Winterization 4.8 4.8 Emergency Response Other (Supplies, Equipment, Prof Tech, De-energization) 1.2 2.2 3.3 Fissure Filling 0.6 0.4 1.0 Road Repairs (CIP, Prop C, Gas Tax)1.0 2.8 2.7 6.5 Ab Cove Sewer Repairs 0.0 0.8 4.7 5.6 Personnel Costs 0.1 1.2 1.0 2.3 Legal Services 0.0 0.1 0.1 0.3 PBL Remediation 0.5 1.1 0.2 1.7 ACLAD/KCLAD Loans 3.6 3.6 Tax Assessments 0.2 0.2 0.7 1.1 TOTAL: October 2022 - June 2025 1.9 9.3 36.8 48.0 1-19 and Communities (BRIC) grant awarded by the Federal Emergency Management Agency (FEMA). 4. Hydrology & Hydraulics Study Staff recommend approving a PSA with Geosyntec Consultants, Inc. (Geosyntec) for a comprehensive hydrology and hydraulics study of the Landslide Complex in the amount of $1,100,200 with a contingency of 15% for a total of $1,265,230. The study is eligible for reimbursement under the awarded BRIC grant, as described in earlier sections of this report, whereby the City would be responsible for 30% of the cost, or $380,000. Staff note that FEMA grants are not guaranteed until invoices are approved and audits completed. The study will be used as an essential component of the Portuguese Bend Landslide Remediation Project, making it eligible for reimbursement under the BRIC grant. The surface runoff component of the study will be used to size the drainage swales and pipes. The subsurface characterization component of the study will be used to optimize the locations of DDWs. The general scope of the study is the following, with further detail in Attachment F: • Develop a Hydrology and Hydraulics (H&H) model for the entire Landslide Complex watershed that incorporates storm patterns from the last ten years, with future rainfall data collection to field validate the model. • Prepare planning level concepts for alternatives to reduce stormwater infiltration into the Landslide Complex including schematic layouts, cost opinions, real estate needs, utility impacts, and permit requirements. • Conduct a subsurface conditions study of the PBL to characterize primary groundwater flow paths and geologic conduits. The hydrology and hydraulics model (excluding future rainfall data collection for field validation), planning level concepts, and geophysical study are scheduled to be completed approximately six months following City Council approval of the PSA, with rainfall data collection continuing for approximately three years beyond that time. The City Council previously requested a study of the source of water contributing to land movement, including water originating outside City limits and from upper watersheds. Staff presented a PSA with Geosyntec for a hydrology and hydraulics study on May 6, 2025 for City Council consideration and informed the City Council that the scope for the subsurface component of the study was still being developed . The City Council directed staff to return with a combined PSA for both the surface runoff and subsurface component, which is now before the City Council. The solicitation process is detailed in the May 6, 2025 City Council staff report at the following link: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4791&meta_id=127446 1-20 5. Agreement with McGee Survey Consulting There is currently no contracting method approved by the City Council for GPS and other landslide related services because this was not included in the previous set of on-call FY 2025-26 landslide as-needed contracts awarded by the City Council on July 1, 2025. The as-needed contracts did not include GPS and other landslide surveying services because the details of the scope and terms of the agreement were still being finalized. Those details have now been finalized, and staff recommends that the City Council approve a PSA with McGee Survey Consulting for FY 2025-26 GPS and other surveying services in the amount of $320,000 (Attachment G). This will allow Staff to regularly analyze landslide conditions, gauge the progress of stabilization measures, and provide the City Council with timely data for decision-making. The PSA may be cancelled, with due notice and payment for services ordered, or the level of services and accordingly cost may be reduced with due notice; should the City Council determine at a future time to reduce costs related to GPS and other surveying. 6. Revised Agreement with Ocean Blue Environmental Services The City Council is being asked to approve a revised Public Works Agreement (PWA) with Ocean Blue, removing bonding and retention requirements to save the City money, as approved by the City Attorney, while keeping insurance and hold -harmless requirements (Attachment H). Staff determined that the cost of the City Council approved FY 2025-26 PWA with Ocean Blue Environmental Services (Ocean Blue) for landslide emergency spill response can be reduced by approximately $25,000 by revising the agreement to remove bonding and retention requirements. On July 1, 2025, the City Council awarded multiple on-call landslide contracts including a PWA with Ocean Blue Environmental Services for emergency spill response and other services related to the Abalone Cove Sanitary Sewer. The PWA included provisions for performance and payment bonds and retention withholding; terms which are usually used for long-term projects when there is a risk that a contractor may not complete the work , pay sub-contractors, or fully restore project areas. For small-scale contracts, such as this spill response type contract, these risks are very low; and removing them as a contract requirement saves the City costs that the contractor would incur in obtaining bonds and credit for retention withholding. 7. Bicycle, Motorcycle, Unicycle and Other Similar Wheeled Vehicle Prohibition The City Council is being asked to extend the existing resolution prohibiting one- or two- wheeled vehicles on PVDS for an additional 60 days (Attachment A). Since the City Council’s declaration of a local emergency, the City Geologist has been regularly reviewing survey data and conducting field observations of PVDS in the Landslide Complex. While the City’s Geologist reports the rate of land movement has 1-21 slowed, there remain areas of PVDS where land movement is two to three inches per week. Overall, pavement conditions on PVDS remain very poor, with cracks, bumps, fissures, and other irregularities. Deformations in the pavement can occur overnight. Although four-wheeled vehicles (i.e. cars) can, with due care, navigate the road when it is open, the impact on one- and two-wheeled vehicles remains pronounced. Despite the added signs prohibiting bicyclists, motorcyclists, unicycles and other similar wheeled devices from traversing the landslide, there remain those who ignore the prohibition at their peril. Were the City Council to end the current prohibition, the Office of the City Attorney remains of the considered legal opinion that permitting one- or two-wheeled vehicle traffic across the landslide will pose a liability risk to the City and that the same is not presently safe for these vehicles to travel on PVDS, even using due care, across the landslide for the reasons noted above. 8. Extension of the Local Emergency Declaration The City Council is being asked to adopt the attached resolution thereby extending the Declaration of Local Emergency by 60 days (Attachment B). On October 3, 2023, the City Council adopted Resolution No. 2023-47 declaring a local emergency. The emergency declaration is deemed to continue to exist until its termination is proclaimed by the City Council in accordance with law. Government Code § 8630 requires the City Council to review the need for continuing the local emergency at least once every 60 days until the City Council determines the local emergency within the geographic boundaries of the Landslide Complex has been abated or mitigated to insignificance. The City Council has extended the local emergency on multiple occasions within the 60 - day window and it remains in effect until October 18, 2025, unless extended again this evening. At this time, the City Council is being asked to extend the local emergency declaration an additional 60 days through November 15, 2025, which does not require a public hearing. If extended this evening, the Council would consider renewing the local emergency declaration again during the next landslide update on November 4, 2025. 9. Extension of the Local Emergency Declaration for Utility Shutoffs The City Council is being asked to adopt the attached resolution thereby extending the Declaration of Local Emergency due to a severe and sudden energy shortage by 60 days (Attachment C). On August 6, 2024, the City Council adopted Resolution No. 2024 -52 declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off natural gas service to approximately 135 homes in the PBCA due to safety concerns. On September 3, 2024, the City Council adopted Resolution No. 2024-57, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned de-energization events, and internet shut-offs in the PBCA, Seaview, and PBBC neighborhoods. The emergency declaration is deemed to continue to exist until its termination is proclaimed by the City Council in accordance with law. Government Code § 8630 requires the City Council to review the need for 1-22 continuing the local emergency at least once every 60 days until the City Council determines the local emergency because of a severe energy shortage has been abated or mitigated to insignificance. The City Council has extended the local emergency declaration for utility shutoffs on multiple occasions within the 60-day window and it remains in effect until October 18, 2025, unless extended again this evening. At this time, the City Council is being asked to extend the local emergency declaration an additional 60 days through November 15, 2025, which does not require a public hearing. If extended this evening, the Council would consider renewing the local emergency declaration again during the next landslide update on November 4, 2025. ADDITIONAL INFORMATION: Jet Propulsion Lab / Cal Tech Representatives Tour Landslide Complex On Thursday, September 4, the City hosted a group of scientists and geologic engineers from the Jet Propulsion Laboratory, California Institute of Technology. The group is part of the Landslide Change Characterization Experiment (LACCE), which seeks to better understand the impact of precipitation extremes on slope stability and landslides using airborne radar measurements. Public Works Director Ramzi Awwad spoke to the group about the City’s experience with the Greater Portuguese Bend-Ancient Altamira Landslide Complex (Landslide Complex) and then participants toured several fissures and other notable locations in the field. City officials are in discussion with LACCE members regarding including the Landslide Complex in the LACCE. Additionally, Staff will explore the possibility of partnering with academic institutions on other landslide studies. Continuing the Emergency Work and Emergency Contract As a separate item on tonight’s agenda, the City Council is being provided with an update on the Portuguese Bend Landslide Emergency construction contracting and being asked to reconfirm the need to continue the emergency work. This is a recurring agenda matter and requires a 4/5th vote. Study to Create a Toll Road on PVDS On January 21, 2025, the City Council directed staff to pursue alternative or additional funding sources for landslide remediation and management efforts. Subsequently, the City Council directed Staff to analyze the possibility of converting PVDS to a toll road, including potential revenue and cost, feasibility, as well as potential unintended consequences such as diverted traffic. Presentation of a PSA for a toll road study for the City Council’s consideration is tentatively scheduled for the October 7, 2025 meeting. Wayfarers Chapel Slope at PVDS Material from the Wayfarers’ Chapel slope adjacent to PVDS had been sloughing off into PVDS, causing the closure of the shoulder and second travel lane. Due to concern by the 1-23 City Geologist of increased risk for more significant sloughing, which could impact the last remaining travel lane, Staff requested that Wayfarers Chapel re-shape its slope. That work, in coordination with the City Geologist, is now substantially complete. Staff is scheduling a contractor to re-open the second lane in the coming weeks. Staff notes, movement of the slope continues and it is possible that the second lane may have to be closed again at some point in the future, depending on the future rates of movement. Disaster Cost Recovery Applications Update (FEMA and CalOES) As previously noted in the prior reports, in response to the declared federal disaster for the winter storms that occurred between January 31 and February 9, 2024 , and the Governor’s state of emergency for the indefinite de -energization of power, the City tabulated the costs it incurred through September 12, 2024 for reimbursement consideration by FEMA and CalOES, which total $61.4 million. Of this amount, $39.4 million is public assistance (City) and $22 million of individual assistance (residents). According to FEMA and CalOES, natural disaster recovery funds will not be provided for landslide remediation efforts because it is considered “pre-existing.” Out of the $39.4 million application for public assistance (City), Staff is projecting only approximately $1.5 million in potential disaster recovery funds from the Winter Storm and Energy Shutoff. If deemed eligible, the reimbursement process could take anywhere from one to three years before the City receives the funds. In July 2025, FEMA informed staff that the reimbursement request for protective measures and debris removal, totaling approximately $596,000, has been approved and forwarded to CalOES to initiate the funding process. Staff continue to coordinate with both FEMA and CalOES to facilitate the reimbursement. A continuous update on the reimbursement will be provided once the funding has been officially awarded to the City. For the remaining recovery applications for public assistance related to the winter storm, the City received seven denial letters from FEMA, followed by an additional denial letter on February 25, 2025 for a total of $37.9 million. For the $22 million individual assistance (IA) application that the City submitted on behalf of the residents, the City has been notified that these funds will not become available. On March 17, 2025, pursuant to the Stafford Act and Code of Federal Regulations, the City filed appeals of the first seven denial letters, and on April 25, 2025, the City filed a remaining appeal letter. The appeal will be heard by FEMA’s District 9 Administrator, Robert Fenton, and his decision is then appealable to FEMA’s Headquarters in Washinton D.C. To date, the City has not received any response from the appeal letters filed aside from a confirmation of receipt. It should be noted that both ACLAD and KCLAD filed appeals as well for the denials they received for disaster recovery assistance. Both ACLAD and KCLAD have received notification from CalOES that they will not be recommending overturning the denial to Mr. Fenton. 1-24 FEMA Voluntary Property Acquisition Buyout Program On October 28, 2024, the City, FEMA and Cal OES announced a $42 million Voluntary Property Acquisition Buyout Program (Buyout Program) for property owners in the Landslide Complex whose homes have been damaged or threatened by land movement. Established with funding from FEMA’s HMGP, which is a grant not disaster assistance, the Buyout Program is intended to help eligible homeowners relocate to safer areas by offering fair market value for their properties based on pre-disaster appraisals. Properties acquired by the City through this Buyout Program will be permanently converted to open space and deed-restricted, protecting the community from future redevelopment risks in these vulnerable areas. The City received 85 applications for the first round of program funding . After review for eligibility and determining estimated costs for the prioritized properties based on the program guidelines, the City has determined funding will be available for buyouts of 22 properties (13 red-tagged, and 9 yellow-tagged) in the first round of program funding. All remaining eligible applications will be considered for any future rounds of program funding. Appraisals were completed at the beginning of May 2025. On May 12, 2025 Property owners received a copy of the appraisal and were provided the opportunity to appeal it. As well, the City collected additional required forms and information for the program from the 23 program properties in order to complete the response to FEMA’s Request for Information (RFI) that was due on June 27, 2025. On June 2, 2025 one of the property owners withdrew from the program. After reviewing the appraisal information for the remaining 22 program properties and updating the application budget as part of the RFI response, the first round funding would only be able to fund the acquisition of the remaining 22 program properties. City staff is working as quickly as possible to move through this lengthy and complex process, which involves multiple levels of close review by FEMA. Each property must be carefully vetted for compliance with program rules and regulations. In the coming w eeks, the City plans to onboard a consultant dedicated to managing the buyout program. There is not a definitive timeline for when the first of the 22 properties may be purchased. The City is still in the “pre-award” phase of the grant process with FEMA. Once the City is formally awarded the grant, which could happen in at least several months from now, the $42 million will come in installments, likely on a quarterly basis, which is standard practice. The City will receive these payments as reimbursements only after the transactions are completed in batches. For cash flow purposes, the program does not provide advance payments. As such, staff anticipates that approximately $10 million will be needed during the initial phase of awards to support the program while awaiting reimbursements. The Voluntary Property Buyout Program is funded by FEMA’s Hazard Mitigation Grant Program (HMGP). This is different from FEMA’s Building Resilient Infrastructure and Communities (BRIC) program, which was recently ended by the federal government and may result in the City losing funding for a separate grant for the Portuguese Bend Landslide (PBL) Remediation project. At this time, City staff has not been notified of any 1-25 changes to the status of the HMGP. The City has submitted a rolling application for additional HMGP funding in order to potentially offer more rounds of the buyout program. CONCLUSION: Survey data since the August 19, 2025 City Council meeting is not available. The GPS survey for the period ending September 3, 2025, is currently being processed and will be provided in the next landslide staff report scheduled for November 4, 2025. On August 19, 2025, at the City Council’s request, Staff presented a priority ranked order list of landslide emergency response projects/activities to assist the City Council with considering budget reductions to save money for operations and maintenance of landslide measures in subsequent years. This report includes the ranked priority list with revised budgets based on updated estimates and changes due to current conditions . The current estimated cost of FY 2025-26 landslide activities is $1,863,000 less than the original estimate prepared in the spring for the budget process because some FY 2024 - 25 winterization projects held up better than expected and some contractor quotes came in lower than expected. FEMA’s BRIC grant funding may be part of the City Council’s budget decisions, considering that Staff have been verbally informed by the FEMA regional leadership that the BRIC grant for design work will continue; which would result in a federal grant amount of $1,255,000 that had been assumed to be funded by the City in the FY 2025-26 budget. ACLAD is requesting that the City Council contribute 50% (in the amount of $100,000) of the cost of repairing the Altamira Canyon culvert, which conveys runoff from above Narcissa Drive to seaward of PVDS; and 50% (in the amount of $100,000) of the cost of re-grading lower Altamira Canyon. These winterization activities benefit the City by reducing water infiltration that facilitates movement of PVDS. The City Council is being asked to approve an agreement with Geosyntec to prepare a comprehensive Landslide Hydrology and Hydraulics study in the amount ot $1,260,230 ; which will develop a watershed model for the entire landslide complex incorporating storm patterns from the past ten years and prepare concepts to reduce stormwater infiltration, while also characterizing subsurface groundwater paths for the PBL to help optimize DDW locations. Based on currently available data, Staff recommends extending the local state of emergency and prohibition of one- and two-wheeled vehicles along Palos Verdes Drive South through the Landslide Complex. ALTERNATIVES: In addition to Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Take no action, and receive and file this report. 1-26 2. Continue the discussion on the Ranked Priority List to a future meeting. 3. Do not ratify, nunc pro tunc, the professional services agreement with Geo -Logic Associates, Inc. and forego grant reimbursement for design of the Portuguese Bend Landslide Remediation Project. 4. Do not award a professional services agreement to Geosyntec Consultants, Inc. for a Landslide Hydrology and Hydraulics Study; or direct Staff to modify the scope of the study and return with a revised agreement for consideration. 5. Do not award a professional services agreement to Michael R. McGee, PLS, dba McGee Survey Consulting for surveying services in connection with the Portuguese Bend Landslide Emergency Stabilization project and forego survey data collection for Fiscal Year 2025-26. 6. Do not award a revised public works agreement with Ocean Blue Environmental Services, Inc and keep the bonding and retention provisions and accordingly do not reduce the cost of services in for the reduced requirements. 7. Do not extend the temporary prohibition of one- or two-wheeled vehicles on PVDS and allow one- and two-wheeled to begin using PVDS again. 8. Do not adopt one, or both, of the resolutions continuing the local emergency declarations. 1-27 RESOLUTION NO. 2025-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, EXTENDING FOR A TERM OF SIXTY (60) DAYS THE TEMPORARILY PROHIBITION ON TRAVEL BY UNICYCLES, BICYCLES, MOTORCYCLES, AND OTHER ONE- OR TWO-WHEELED VEHICLES ON PALOS VERDES DRIVE SOUTH WITHIN THE LANDSLIDE COMPLEX DUE TO CONTINUED ROADWAY CONDITIONS WHEREAS, the Greater Portuguese Bend Landslide Complex (the Landslide Complex) encompasses four historically active landslide areas in the City: the Portuguese Bend Landslide (PBL), the Abalone Cove Landslide (ACL), the Klondike Canyon Landslide (KCL), and the Beach Club Landslide (BCL). It also includes the Flying Triangle Landslide (FTL) in the City of Rolling Hills as mapped by various agencies (i.e., U.S. Geological Survey, California Geological Survey) and other researchers; and WHEREAS, following the 2022-23 rainy season, the Landslide Complex’s movement has accelerated exponentially. Therefore, on October 3, 2023, the City Council of the City of Rancho Palos Verdes adopted Resolution No. 2023-047 based on its authority pursuant to Section 8610 et seq. and Section 8630 et seq. of the Government Code, and Chapter 2.23 of the Rancho Palos Verdes Municipal Code, declaring a state of local emergency for the Landslide Complex based on the accelerated movement of the land. The declaration of emergency has been renewed as required by law and currently applies; and WHEREAS, following the City Council’s declaration of a local emergency, the City experienced another record-setting rainy season; and WHEREAS, since the City Council’s declaration of a local emergency, the City Geologist, Mike Phipps of Cotton, Shires, and Associates, Inc. (CSA), has been regularly conducting field mapping throughout the Landslide Complex; observing conditions at various locations, and reviewing survey and rainfall data; and WHEREAS, the City Geologist most recently reported to the City Council on May 7, 2024, in summary, that the Landslide Complex continues moving at unprecedented rates, predominantly in response to the two consecutive seasons of significantly above average rainfall; and WHEREAS, the City Geologist stated that land movement continued to manifest at the ground surface in the form of landslide scarps, fissures, grabens/sinkholes, tensional cracking, shear zones and thrust features; and that due to the continued acceleration, the ground movement features have continued to enlarge, expand, widen, or grow depending on the type of feature and location, A-1 Resolution No. 2025-__ Page 2 of 4 which also affects Palos Verdes Drive South (PVDS) as it traverses the Landslide Complex area; and WHEREAS, the City Geologist summarized that road conditions on PVDS continue to be adversely impacted due to differential rates of land movement ranging from about 5 to 8 inches per week, at the time of the report to the City Council on May 7, 2024; and WHEREAS, traffic signs on PVDS in the landslide area include various signs warning of the landslide conditions, with some specifically directed at bicyclists and motorcyclists. Out of an abundance of caution, Staff (through a consultant), conducted a review of signs on PVDS. As a result, additional signs were installed, including signs installed on June 1, 2024 specifically directed at bicyclists and motorcyclists; and WHEREAS, despite the existing bicycle warning signs, Staff has been anecdotally informed of bicycle crashes, and at least one claim has been filed against the City (which was prior to the additional bicycle and motorcycle signs installed on June 1) and at least two claims for injury to persons or property have been filed with the City; and WHEREAS, Section 8610 of the Government Code provides the local disaster council with broad powers to “develop plans for meeting any condition constituting a local emergency or state of emergency, including, but not limited to, earthquakes, natural or manmade disasters specific to that jurisdiction, or state of war emergency….”; and WHEREAS, Chapter 2.24 designates the City Council, the director of emergency services, the assistant director of emergency services, and the chiefs of emergency services as the City’s Disaster Council; and WHEREAS, the director of emergency services (the city manager), “[i]n the event of the proclamation of a local emergency […], the director [of emergency services] is empowered: a. To make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency….”; and WHEREAS, the City Council finds that despite consistent and recently increased signage, riders of bicycles and motorcycles continue to use PVDS, and that the land movement is creating frequent localized deviations in the road, which can be navigated safely in cars and trucks, but that are more dangerous for two- wheeled vehicles such as bicycles and motorcycles; and WHEREAS, the City Council finds that the safety of bicycle, motorcycle and other two-wheeled riders is a compelling interest; and A-2 Resolution No. 2025-__ Page 3 of 4 WHEREAS, the City Council finds that in order to further the City’s compelling interest in the safety of riders, it is appropriate to temporarily route bicycles and motorcycles away from the portion of PVDS within the Landslide Complex, until such time as the City may be able to slow the land movement sufficiently to reduce the frequency and severity of road deviations to minimize the risk of injury to persons or property; and WHEREAS, on June 18, 2024, the City Council duly adopted Resolution No. 2024-39 prohibiting, for a period of six (6) months, bicycles, motorcycles, and other two-wheeled vehicles from traversing PVDS with the Landslide Complex; and WHEREAS, the City Council has, since that date and at various City Council meetings, duly adopted resolutions prohibiting for specified periods set forth therein, unicycles, bicycles, motorcycles, and other one- or two-wheeled vehicles from traversing PVDS with the Landslide Complex; and WHEREAS, staff and the Office of the City attorney are of the opinion that conditions on PVDS have not stabilized to the point that this prohibition should be allowed to terminate and is of the further opinion the existing prohibition should be extended for an additional sixty (60) day period. NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: Section 1: The above recitals are true and correct and incorporated herein by reference. Section 2: For a period of sixty (60) calendar days from and after the date of this resolution, the portion of PVDS within the Landslide Complex shall be closed to unicycle, bicycle, motorcycle, and other one- or two-wheeled vehicle traffic. Section 3: Updates on the rate of movement and repair of PVDS will be provided at City Council meetings where the City Council is considering extending the local state of emergency, including an assessment of the relative safety of traveling on PVDS by unicycles, bicycles, motorcycles, and other one- or two- wheeled vehicles through the Landslide Complex, with the purpose of lifting the prohibition as soon as possible. Section 4: This Resolution shall be effective immediately upon adoption by the City Council upon a majority vote. A-3 Resolution No. 2025-__ Page 4 of 4 PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Rancho Palos Verdes, California, on this 19th day of August, 2025. David Bradley, Mayor ATTEST: Teresa Takaoka, 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, do hereby certify that the foregoing Resolution No. 2025-__, was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on September 16, 2025. __________________________________ Teresa Takaoka, City Clerk A-4 01203.0023/1027433.1 RESOLUTION NO. 2025-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, CONTINUING THE LOCAL EMERGENCY DECLARATION AS ESTABLISHED BY RESOLUTION NO. 2023-47 ADOPTED ON OCTOBER 3, 2023 FOR AN ADDITIONAL 60 DAY PERIOD WHEREAS, on October 3, 2023, the City Council of the City of Rancho Palos Verdes adopted Resolution No. 2023-47, declaring a local state of emergency because of the alarming increase of land movement in the Greater Portuguese Bend Landslide Complex, as depicted in Resolution No. 2023-47 Exhibits “A” and “B”. Resolution No. 2023-47, and the exhibits thereto, is incorporated by reference; WHEREAS, on October 3, 2023, the City Council by a 4/5 vote also adopted Interim Urgency Ordinance No. 674U, establishing a moratorium on all construction in the Landslide Complex; WHEREAS, on November 14, 2023, the City Council by a 4/5 vote adopted Resolution No. 2023-56, extending the state of emergency for an additional 60 days; WHEREAS, on December 19, 2023, the City Council by a 4/5 vote adopted Resolution No. 2023-61, extending the state of emergency for an additional 60 days; WHEREAS, on February 6, 2024, the City Council by a 4/5 vote adopted Resolution No. 2024-05, extending the state of emergency for an additional 60 days; WHEREAS, on March 19, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-13, extending the state of emergency for an additional 60 days; WHEREAS, on May 7, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-20, extending the state of emergency for an additional 60 days; WHEREAS, on July 2, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-44, extending the state of emergency for an additional 60 days; WHEREAS, on August 6, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-51, extending the state of emergency by an additional 60 days; WHEREAS, on October 1, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-50, extending the state of emergency by an additional 60 days; WHEREAS, on November 19, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-70, extending the state of emergency by an additional 60 days; and WHEREAS, on December 17, 2024, the City Council by a 5-0 vote adopted Resolution No. 2024-77, extending the state of emergency by an additional 60 days; and B-1 Resolution No. 2025-__ Page 2 of 4 WHEREAS, on February 4, 2025, the City Council by a 5-0 vote adopted Resolution No. 2025-06, extending the state of emergency by an additional 60 days; and WHEREAS, on March 18, 2025, the City Council by a 5-0 vote adopted Resolution No. 2025-18, extending the state of emergency by an additional 60 days; and WHEREAS, on May 6, 2025, the City Council by a 5-0 vote adopted Resolution No. 2025-27, extending the state of emergency by an additional 60 days; and WHEREAS, on July 1, 2025, the City Council by a 5-0 vote adopted Resolution No. 2025-45, extending the state of emergency by an additional 60 days; and WHEREAS, on August 19, 2025, the City Council by a 5-0 vote adopted Resolution No. 2025-61, extending the state of emergency by an additional 60 days; and WHEREAS, the state of emergency is deemed to continue to exist until its termination is proclaimed by the City Council in accordance with law. Government Code § 8630 requires the City Council to review of the need for continuing the local emergency at least once every 60 days until the City Council determines the local emergency within the geographic boundaries of the Landslide Complex has been abated or mitigated to insignificance; and, WHEREAS, after consideration of all facts reasonably available the City Council now desires to extend the declaration of a state of local emergency within the Landslide Complex. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, HEREBY FINDS, DETERMINES, AND RESOLVES AS FOLLOWS: Section 1. Recitals. The City Council hereby determines that the above recitals are true and correct and incorporates the same as the findings of the City Council. Section 2. Proclamation of Emergency. The City Council finds, pursuant to RPVMC Chapter 2.24 and Government Code §§ 8630 and 8680.9, there exists an actual condition of peril to the safety of persons and property exiting within the Greater Portuguese Bend Landslide, comprised of the Portuguese Bend Landslide, the Abalone Cove Landslide, and the Klondike Canyon Landslide), as depicted in Exhibits “A” and “B” of Resolution No. 2023-47, and based on the staff report and recommendations and public testimony, and hereby proclaims that a state of local emergency continues to exist throughout the same. Section 3. Authority Granted. It is further proclaimed and ordered that during the existence of said local emergency, the powers, authority, functions and duties of the Disaster Council, Director, and the City’s emergency services organizations shall be those prescribed by State Law, City ordinances, Resolution No. 2023-47 and any other applicable resolutions, and approved plans of the City in order to mitigate the effects of the local emergency. B-2 Resolution No. 2025-__ Page 3 of 4 Section 4. Immunity Invoked. To the maximum extent permitted by law, and pursuant to Government Code § 866, the City Council hereby invokes the immunity afforded to the City of Rancho Palos Verds in adopting and implementing the declaration of local emergency within the Landslide Complex Section 5. Duration. The local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council in accordance with law. Section 6. Continuing Declaration. Government Code § 8630 requires the City Council to review of the need for continuing the local emergency at least once every 60 days until the City Council determines the local emergency within Landslide Complex has been abated or mitigated to insignificance. Section 7. Severability. If any subsection, sentence, clause, phrase, or word of this Resolution or any application of it to any person, structure, gathering, or circumstance is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, then such decision will not affect the validity of the remaining portions or applications of this Resolution. Section 8. Effectiveness. This Resolution shall take effect immediately. A copy of the Proclamation and this Resolution shall be forwarded to the California Emergency Management Agency. The City Clerk shall certify to the passage and adoption of this resolution. PASSED, APPROVED AND ADOPTED on this 16th day of August, 2025. ________________________________ David Bradley, Mayor ATTEST: ________________________________ Teresa Takaoka, 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. 2025- ___ was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on September 16, 2025. ___________________________ B-3 Resolution No. 2025-__ Page 4 of 4 Teresa Takaoka, City Clerk B-4 01203.0023/1027441.1 RESOLUTION NO. 2025-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, EXTENDING THE STATE OF LOCAL EMERGENCY WITHIN THE GEOGRAPHIC BOUNDARIES OF THE PORTUGUESE BEND COMMUNITY ASSOCIATION, PORTUGUESE BEND BEACH CLUB, AND SEAVIEW NEIGHBORHOODS, BASED ON SUDDEN ENERGY SHORTAGES, PLANNED DEENERGIZING EVENTS, AND INTERNET SERVICE SHUT OFFS AS ESTABLISHED BY RESOLUTION NOS. 2024-52 AND 2024-57 FOR AN ADDITIONAL 60 DAYS WHEREAS, the City of Rancho Palos Verdes is home to four out of five sub-slides that comprise the Greater Portuguese Landslide Complex (Landslide Complex): the Portuguese Bend Landslide, Abalone Cove Landslide, Klondike Canyon Landslide, and Beach Club Landslide. The Portuguese Bend Landslide encompasses the Portuguese Bend Community Association (PBCA), the Seaview Neighborhood (Seaview), and the Portuguese Bend Beach Club (PBBC). The Landslide Complex has been active since the 1950s; WHEREAS, the 2022-2023 rainy season brought exceptional amounts of rain to the region, dumping 20.9” of rain or 190% of the average annual rainfall in the region; WHEREAS, by April 26, 2024, total rainfall for the 2023-24 season (beginning Oct 1, 2023) was 23.01" or 169% of the historical 67-year average of 13.63" for this rain gauge. (All data based on LACDPW Rainfall Gauge No. 1011B at Rolling Hills FS.); WHEREAS, beginning in 2018, but particularly since May 2023, the land movement in the Landslide Complex has increased significantly due to increased rainfall in the last two rainy seasons, which caused the water table to rise dramatically and destabilize the landslides. The City has established, via repeated geologic studies, that a significant factor in the speed of land movement in the Landslide Complex is the amount of water in the soil; WHEREAS, on October 3, 2023, the City Council of the City of Rancho Palos Verdes adopted Resolution No. 2023-47, declaring a local state of emergency due to the alarming increase of land movement in the Landslide Complex. The state of emergency based on the land movement has been extended as required by law and is still active; WHEREAS, on August 6, 2024, the City Council by unanimous vote adopted Resolution No. 2024-52, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service to approximately 135 homes in the PBCA due to safety concerns; WHEREAS, on September 3, 2024, the City Council by unanimous vote adopted Resolution No. 2024-57, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned de- energization events, and internet shut-offs in the PBCA, Seaview, and PBBC; C-1 Resolution No. 2025-__ Page 2 of 4 WHEREAS, on October 1, 2024, the City Council by unanimous vote adopted Resolution No. 2024-61, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; WHEREAS, on November 19, 2024, the City Council by unanimous vote adopted Resolution No. 2024-71, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; WHEREAS, on December 17, 2024, the City Council by unanimous vote adopted Resolution No. 2024-78, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; WHEREAS, on February 4, 2025, the City Council by unanimous vote adopted Resolution No. 2025-07, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; and WHEREAS, on March 18, 2025, the City Council by unanimous vote adopted Resolution No. 2025-16, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; and WHEREAS, on May 6, 2025, the City Council by unanimous vote adopted Resolution No. 2025-28, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; and WHEREAS, on July 1, 2025, the City Council by unanimous vote adopted Resolution No. 2025-45, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; andWHEREAS, after consideration of all facts reasonably available the City Council now desires to extend the declaration of a state of local emergency within the Landslide Complex; and WHEREAS, on August 19, 2025, the City Council by unanimous vote adopted Resolution No. 2025-45, declaring a local state of emergency because of a sudden and severe energy shortage caused by shutting off of natural gas service, planned deenergization events, and internet shut-offs in the PBCA, Seaview, and PBBC; andWHEREAS, after consideration of all facts reasonably available the City Council now desires to extend the declaration of a state of local emergency within the Landslide Complex. C-2 Resolution No. 2025-__ Page 3 of 4 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, CALIFORNIA, HEREBY FINDS, DETERMINES, AND RESOLVES AS FOLLOWS: Section 1. Recitals. The City Council hereby determines that the above recitals are true and correct and incorporates the same as the findings of the City Council. Section 2. Extension of Local State of Emergency. The City Council finds, pursuant to RPVMC Chapter 2.24 and Government Code §§ 8630, 8680.9, and 8558 there exists an actual condition of peril to the safety of persons and property existing within the PBCA, Seaview, and PBBC, as established by Resolutions No. 2024-52 and 2024-57, and based on the staff report and recommendations and public testimony, and hereby proclaims that a state of local emergency continues to exist throughout the same. Section 3. Authority Granted. It is further proclaimed and ordered that during the existence of said local emergency, the powers, authority, functions and duties of the Disaster Council, Director, and the City’s emergency services organizations shall be those prescribed by State Law, City ordinances, Resolution Nos. 2023-52 and 2024-57, and any other applicable resolutions, and approved plans of the City in order to mitigate the effects of the local emergency. Section 4. Immunity Invoked. To the maximum extent permitted by law, and pursuant to Government Code § 866, the City Council hereby invokes the immunity afforded to the City of Rancho Palos Verds in adopting and implementing the declaration of local emergency within the Landslide Complex. Section 5. Duration. The local emergency shall be deemed to continue to exist until its termination is proclaimed by the City Council in accordance with law. Government Code § 8630 requires the City Council to review of the need for continuing the local emergency at least once every 60 days until the City Council determines the local emergency within the geographic boundaries of the Landslide Complex has been abated or mitigated to insignificance. Section 6. Continuing Declaration. Government Code § 8630 requires the City Council to review of the need for continuing the local emergency at least once every 60 days until the City Council determines the local emergency within the PBCA has been abated or mitigated to insignificance. Section 7. Severability. If any subsection, sentence, clause, phrase, or word of this Resolution or any application of it to any person, structure, gathering, or circumstance is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, then such decision will not affect the validity of the remaining portions or applications of this Resolution. Section 8. CEQA. The City Council finds that this Resolution is proposed to allow the City to continue to address and mitigate an imminent threat to public health and safety and therefore is exempt from CEQA pursuant to Public Resources Code, Section 21080(b)(4) and CEQA Guidelines, Section 15269. C-3 Resolution No. 2025-__ Page 4 of 4 Section 9. Effectiveness. This Resolution shall take effect immediately. A copy of the Proclamation and this Resolution shall be forwarded to the California Office of Emergency Management. The City Clerk shall certify to the passage and adoption of this resolution. PASSED, APPROVED AND ADOPTED on this 16th day of September, 2025. ________________________________ David Bradley, Mayor ATTEST: ________________________________ Teresa Takaoka, 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. 2025-___ was duly and regularly passed and adopted by the said City Council at a regular meeting thereof held on September 16, 2025. ___________________________ Teresa Takaoka, City Clerk C-4 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and GEOLOGIC ASSOCIATES, INC. E-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND GEOLOGIC ASSOCIATES, INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on September 16, 2025 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and GEOLOGIC ASSOCIATES, INC., a California Corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. C. 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. E-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. E-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 E-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 E-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 Services, the Contractor becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Contractor shall inform the City’s Contract 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 $460,685 (Four Hundred Sixty Thousand Six Hundred E-6 Eighty Five Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 2.2 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. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City E-7 to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date herof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). E-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: Gary L. Lass Chief Executive Officer (Name) (Title) William McCormick Principal Engineering Geologist (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. E-9 4.3 Contract Officer. The Contract Officer shall be Ramzi Awwad, Public Works Director, 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 commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own E-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. E-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 specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained E-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. E-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 E-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 E-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 E-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. E-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. E-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, E-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 E-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 FOLLOWING PAGE] E-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 David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONSULTANT: GEOLOGIC ASSOCIATES, INC., a California Corporation By: Name: Gary Lass Title: Chief Executive Officer / Chairman of the Board By: Name: Michael Reason Title: Secretary Address: 2777 E. Guasti Road, Suite 1, Ontario, CA 91761 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. E-22 E-23 EXHIBIT “A” SCOPE OF SERVICES Consultant shall perform the scope of services in accordance with exhibit “E”. E-24 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. I. Section 1.1, Scope of Services, is amended to read: 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 expert-level firms performing similar work under similar circumstances. II. Section 1.2, Consultant’s Proposal, is amended to read: The Scope of Service shall include the Consultant’s Proposal, attached hereto as Exhibit “E” and 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. III. Section 1.4, Compliance with California Labor Law, is amended to add a new Subsection (j), as follows: (j) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. IV. Section 2.2, Method of Compensation, is amended to read: (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. E-25 (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. V. Section 2.3, Reimbursable Expenses, is amended to read: 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 beyond the total contract value for attending said meetings, unless approved through a change order. VI. Section 2.4, Invoices, is amended to read: 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, but in no case longer than 90 days from invoice submittal. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. VII. Section 6.3, Ownership of Documents, is amended to read: 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 (upon payment of any outstanding balances to the Consultant) and shall be delivered to City upon request of the Contract Officer or upon the E-26 termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. VIII. Section 1.3 Compliance with Law is amended to read: Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all current ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect and if there are changes effective at the time service is rendered, provide those services in accordance with those changes when advised of those changes by the City. Specific requirements include, but are not limited to: Build America, Buy America Act (BABAA) Compliance Clause 1. Applicability This project is funded in whole or in part with federal funds, including from the Federal Emergency Management Agency (FEMA). As such, the Contractor shall comply with the Build America, Buy America provisions of the Infrastructure Investment and Jobs Act (Pub. L. No. 117-58, § 70901–70927), and any implementing guidance issued by the U.S. Office of Management and Budget (OMB), the U.S. Department of Homeland Security (DHS), and FEMA. 2. Domestic Preference for Infrastructure Projects In accordance with BABAA, the Contractor agrees that all iron, steel, manufactured products, and construction materials used in the project shall be produced in the United States unless a valid waiver has been issued by FEMA. a. Iron and Steel All iron and steel products used in the project must be produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, must occur domestically. b. Manufactured Products The cost of the components of manufactured products that are mined, produced, or manufactured in the United States must exceed 55% of the total cost of all components of the product. Final assembly must also occur in the United States. E-27 c. Construction Materials Construction materials (e.g., lumber, drywall, glass, plastic, composite building materials) must be manufactured in the United States. All manufacturing processes, including the final manufacturing process, must take place in the U.S. 3. Waivers If the Contractor believes that a specific item or material is not available domestically in sufficient quantity or of satisfactory quality, the Contractor shall promptly notify the Owner/Grantee in writing. No foreign-made iron, steel, manufactured product, or construction material may be used unless FEMA has issued a specific waiver for that item. It is the Contractor’s responsibility to support any waiver request with sufficient justification and documentation. 4. Flow-Down Requirements The Contractor shall include this BABAA Compliance Clause in all subcontracts and purchase orders for work or products under this contract, ensuring compliance throughout all tiers of subrecipients, suppliers, and subcontractors. 5. Records and Audits The Contractor shall maintain records sufficient to demonstrate compliance with BABAA, including but not limited to: origin of materials, percentage of U.S.-manufactured components, and relevant certifications. These records shall be available to the Owner/Grantee, FEMA, and any other authorized agency upon request. 6. Noncompliance Failure to comply with the Build America, Buy America Act requirements may result in the withholding of payment, termination of contract, debarment from future federal work, or other legal remedies as provided by law. Financial Reporting and Performance Requirements Clause (Incorporating 2 C.F.R. § 200.327) 1. Financial Reporting Obligations The Contractor/Subrecipient shall provide financial information related to this federally funded project as required by the Recipient and in compliance with the reporting requirements of 2 C.F.R. § 200.327. Specifically, the Contractor/Subrecipient shall: a. Submit financial data using standard OMB-approved information collections, including the Federal Financial Report (SF-425) or any successor form required by the federal awarding agency; b. Provide information that is accurate, complete, and supported by adequate documentation; E-28 c. Submit reports at the frequency and due dates prescribed by the Recipient (e.g., monthly, quarterly, or as otherwise directed); d. Provide project status updates, including progress toward performance goals and milestone completion, as requested. 2. Performance Reporting If required, the Contractor/Subrecipient shall also submit performance reports that include: • A comparison of actual accomplishments to the objectives established for the period; • The reasons why established goals were not met, if applicable; • Additional pertinent information including analysis and explanation of cost overruns or high unit costs; • Any other performance indicators or metrics defined in the project scope of work or required by the federal awarding agency. 3. Record Retention and Access The Contractor/Subrecipient shall maintain complete and accurate financial and programmatic records for a minimum of three years from the date of submission of the final expenditure report (or longer if required by 2 C.F.R. § 200.334). These records shall be available for review by the Recipient, FEMA, DHS, the Comptroller General of the United States, or any of their duly authorized representatives. 4. Remedies for Noncompliance Failure to comply with the financial or performance reporting requirements may result in actions including but not limited to: • Withholding of payments; • Disallowance of costs; • Termination of this contract; • Suspension or debarment from future federal awards; • Other remedies as provided under 2 C.F.R. § 200.339 and applicable federal law. Federal Contract Provisions (Appendix II to 2 C.F.R. Part 200) The following provisions apply to this contract in accordance with Appendix II to 2 C.F.R. Part 200 and are required when federal funds are used: 1. Equal Employment Opportunity (Applicable to contracts > $10,000) E-29 The Contractor shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented by regulations at 41 C.F.R. part 60. The Contractor agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 2. Davis-Bacon Act (Applicable to prime construction contracts > $2,000 funded by HUD only) If applicable, the Contractor shall comply with the Davis-Bacon Act (40 U.S.C. 3141–3148), including the payment of prevailing wages and submission of certified payroll records. 3. Copeland “Anti-Kickback” Act (Applicable to construction or repair contracts > $2,000) Contractor shall comply with 18 U.S.C. § 874 and 40 U.S.C. § 3145 and the Copeland “Anti- Kickback” Act (29 C.F.R. Part 3). No part of the compensation of laborers may be returned to the employer in the form of kickbacks. 4. Contract Work Hours and Safety Standards Act (Applicable to contracts > $100,000) Contractor shall comply with 40 U.S.C. 3702 and 3704, as supplemented by 29 C.F.R. Part 5. No laborer or mechanic shall work more than 40 hours in a workweek unless compensated for overtime at not less than one and one-half times the basic rate of pay. 5. Rights to Inventions Made Under a Contract or Agreement (Applicable to contracts with research institutions) If this contract involves the performance of experimental, developmental, or research work, the Contractor agrees to comply with the requirements of 37 C.F.R. part 401 and any implementing regulations issued by the federal awarding agency. 6. Clean Air Act and Federal Water Pollution Control Act (Applicable to contracts > $150,000) Contractor shall comply with: • The Clean Air Act (42 U.S.C. §§ 7401–7671q); • The Federal Water Pollution Control Act (33 U.S.C. §§ 1251–1387); and • All applicable standards, orders, or regulations issued under those Acts. Contractor shall report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). 7. Debarment and Suspension (Applicable to all contracts) E-30 Contractor certifies that neither it nor its principals are debarred, suspended, or proposed for debarment by any federal agency. This contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000 (FEMA suspension and debarment rules). 8. Byrd Anti-Lobbying Amendment (Applicable to contracts > $100,000) Contractor certifies that it will not and has not used federally appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or any employee of a Member of Congress in connection with this federal contract. Contractor shall complete and submit OMB Standard Form-LLL (“Disclosure of Lobbying Activities”), if applicable. 9. Procurement of Recovered Materials (Applicable to all contracts for items designated under EPA guidelines) Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and procure only EPA-designated items containing the highest percentage of recovered materials practicable. 10. Access to Records Contractor agrees to provide access to the Recipient, FEMA, the Comptroller General of the United States, or any of their authorized representatives to any books, documents, papers, and records of the Contractor that are directly pertinent to this contract for auditing, examination, or inspection purposes. 11. DHS/FEMA-Specific Requirements a. DHS Seal, Logo, and Flags: The Contractor shall not use the Department of Homeland Security or FEMA seal, logo, or flags without prior written consent. b. Compliance with Federal Law, Regulations, and Executive Orders: Contractor acknowledges that federal funding requires full compliance with all applicable laws, regulations, executive orders, FEMA policies, and award terms and conditions. c. No Obligation by Federal Government: The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non-federal entity, contractor, or any party to the contract. d. Program Fraud and False or Fraudulent Statements or Related Acts: Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies . E-31 EXHIBIT “C” SCHEDULE OF COMPENSATION II. Consultant shall perform the following tasks at the rates provided in their fee schedule as part of Exhibit “E”. 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. NOT APPLICABLE 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. 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. E-32 EXHIBIT “D SCHEDULE OF PERFORMANCE I. The Services shall commence following Notice-to-Proceed, and will include the scope of services specified in Exhibit “A”, as the scope of work for the project is developed and related work is authorized by the City 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. E-33 EXHIBIT “E” CONSULTANT’S PROPOSAL [CONTINUED ON NEXT PAGE] E-34 01203.0001/835260.1 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and GEOSYNTEC CONSULTANTS INC 01203.0001/835260.1 1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND GEOSYNTEC CONSULTANTS INC 01203.0001/835260.1 THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on September 16, 2025, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and GEOSYNTEC CONSULTANTS INC., a Florida corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 01203.0001/835260.1 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. 01203.0001/835260.1 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 01203.0001/835260.1 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 out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 01203.0001/835260.1 5 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 Services, the Contractor becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Contractor shall inform the City’s Contract 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 $1,100,200 (One Million One Hundred Thousand and Two Hundred Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 01203.0001/835260.1 6 2.2 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. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 01203.0001/835260.1 7 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 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 exceeding 40 months except as otherwise provided in the Schedule of Performance (Exhibit “D”). / / / 01203.0001/835260.1 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: Mark Hanna, PhD, PE Vice President, Senior Principal (Name) (Title) Daniel Lee, PE, CCM Senior Principal (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or 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. / / / / / / 01203.0001/835260.1 9 4.3 Contract Officer. The Contract Officer shall be Russ Bryden, Principal Engineer, Department of Public Works 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 commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense 01203.0001/835260.1 10 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) 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. 01203.0001/835260.1 11 (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 specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for 01203.0001/835260.1 12 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. (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. 01203.0001/835260.1 13 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 indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 01203.0001/835260.1 14 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 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 01203.0001/835260.1 15 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 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. 01203.0001/835260.1 16 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. 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 01203.0001/835260.1 17 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. 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, 01203.0001/835260.1 18 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, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01203.0001/835260.1 19 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 the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01203.0001/835260.1 20 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 FOLLOWING PAGE] 01203.0001/835260.1 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 David Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: ____________________________________ By: Name: Mark Hanna, PhD, PE Title: Vice President By: Name: Greg Corcoran, PE Title: Assistant Secretary Address: 1031 S. Broadway, Ste 300, Los Angeles CA 90015 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 01203.0001/835260.1 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. 01203.0001/835260.1 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. 01203.0001/835260.1 A-1 EXHIBIT “A” SCOPE OF SERVICES Introduction The purpose of this drainage study is to develop a hydrology and hydraulics model that incorporates storm patterns from the last ten years. The drainage study will be used to determine if storm infrastructure can be installed to divert runoff away from the Greater Portuguese Bend-Ancient Altamira Landslide Complex (Landslide Complex); to update the stormwater calculations for the drainage improvements in the Portuguese Bend Landslide Remediation Project based on recent storms (by others); and to update the Portuguese Bend Landslide Slope Stability Model (by others). A hydrology and hydraulics model will not be produced for only the Portuguese Bend Landslide area as it must capture full watersheds; therefore, the scope of the drainage study includes the entire watershed. A phased approach is recommended because there is insufficient information to fully scope certain tasks until prior tasks are completed. Accordingly, the tasks relying on prior task information are noted as optional tasks. Fees and schedules for optional tasks may be negotiated upon completion of dependent tasks. Assumptions Unless noted otherwise, Geosyntec shall address one round of consolidated comments from the City and the City’s selected reviewers. The City shall provide the consolidated comments within one week of each deliverable that is a critical path task, and within three weeks for each deliverable that is not a critical path task. Publicly available data, and/or data received from the City, County, or other agency shall be deemed accurate and complete. Geosyntec shall review data received for reasonableness and shall work to fill gaps, if identified, and is not responsible for ensuring completeness or overall accuracy of data received. I. Consultant shall perform the following Services: PHASE I TASK 0 –PROJECT MANAGEMENT Task 0.1 – Phase 1 Project Management Geosyntec shall conduct general project management, coordination, and administration associated with project delivery of Tasks 0 through 5 services according to the baseline schedule for a duration of approximately 24 weeks. The project management tasks for Phase 1 include: 01203.0001/835260.1 A-2 • Virtual kick-off meeting. • 6 monthly virtual coordination/progress meetings with Project Manager and Project Engineer. • 12 bi-weekly status reports with approximately two pages of information including on project progress update, budget status, schedule status, and key issues and risks. • 6 monthly project schedule updates including an update of the baseline critical-path-method schedule with completed activities and new schedule logic or activities as needed. TASK 1 – DRAINAGE AND DEVELOPMENT STUDY Task 1.1 – Data Collection and Review Geosyntec shall review received and publicly available data/documents through Los Angeles County Public Works (LACPW) web portals (e.g. design construction plans, storm drain maps) and make specific data requests to LACPW as appropriate. In addition to Geosyntec’s independent desktop research, Geosyntec shall compile and transmit a data request list to the City, including requests for as-built/record drawings for nearby developments or major capital improvements, technical models or studies, GIS database with relevant spatial datasets (e.g. storm drain infrastructure, land- use), historical topographic maps, known surface water migration locations, and previous survey/elevation datasets in the project vicinity). As part of data collection and review, Geosyntec shall conduct field reconnaissance to assess existing conditions and drainage patterns to inform the hydrologic and hydraulic assessment. Site reconnaissance is expected to occur over several days and may include participation with City staff. Approximately 80 hours of personnel time are estimated to complete the necessary field reconnaissance including visit preparations, coordination, travel time, and field investigations. Geosyntec shall assess surface water inputs including septic systems, applied irrigation, and domestic water and sewer line leaks, to the subsurface (other than groundwater flow and stormwater infiltration). Along with a literature review of standard values, Geosyntec shall review publicly available and City-provided data including utility maps, geospatial datasets, flow data, technical reports, and known or historic leak locations to identify potential sub-surface migration locations and generally quantify water inputs. Water input estimates shall be limited to the accuracy of available data. Received data, publicly available data, and field reconnaissance observations shall be reviewed and synthesized into a memorandum. 01203.0001/835260.1 A-3 Task 1.2 – Hydrologic and Hydraulic (H&H) Assessment Geosyntec shall delineate and characterize the Landslide Complex’s entire watershed and sub-watersheds (drainage areas, imperviousness, and flow paths). This shall include all areas with the potential to contribute surface runoff to the Landslide Complex. Geosyntec shall develop hydrologic and hydraulic models using PC-SWMM1. The models shall be run using 2, 10, 25, 50, 100-year, 24-hour design storm events (as defined by the LA County Hydrology manual). A continuous simulation shall also be performed for a recent 10-year period that will enable quantification of flows and volumes over the recent past. Conveyance elements (e.g. pipes, channels) shall be modeled per record drawings, previous models, and technical reports received or obtained from data requests. The H&H models will include major conveyance elements and only model storm drains equal to or greater than 24-inches in diameter. There are unusually large surface fractures or cracks related to the existing landslide movements that may impact the drainage analysis. These elements shall be added into the H&H model as hydraulic features (e.g., as outlet and/or infiltration elements) to more reasonably reflect existing surface drainage patterns. The H&H models shall assume that all or some fraction of the runoff entering the modeled surface fractures will be transmitted to the sub-surface. Geosyntec shall exercise reasonable professional judgment in identifying major locations of surface fractures based on and limited by available data, observations made during field reconnaissance (Task 1.1), and known locations provided by the City. The H&H models shall include representation of major surface fractures (e.g. greater than 10 acres of upstream drainage area). A more granular assessment and identification of the surface fractures will require additional investigations (e.g., field survey or measurements). The results of the H&H modeling shall be summarized in a technical memorandum. The H&H memo shall identify key points of discharge into the Landslide Complex and quantify hydrologic parameters (e.g. peak flow, runoff volume) for each delineated sub-watershed and modeled scenario. Upon completion of the Scope of Services, Geosyntec shall provide electronic copies of the H&H models to the City. 1 PC-SWMM is a proprietary advanced H&H software based on the industry-standard Storm Water Management Model (SWMM) developed by the US Environmental Protection Agency. Although, PC-SWMM is anticipated to be an appropriate tool for the H&H assessment, Geosyntec may propose the use of an alternative modeling program if assessed to be better suited for the specific complexities of the project. Task 1.3 – H&H Model Update with Flow Monitoring and Model Calibration Geosyntec shall conduct flow monitoring for a three-year period upon completion of Task 1.2, along with annual calibration of the H&H model using the flow monitoring data. Consultant shall determine the adequate number and location of 01203.0001/835260.1 A-4 flow monitoring devices to model calibration in accordance with industry practices and project needs. The purpose of the flow monitoring and model updates is to increase confidence in the base H&H model by calibrating it using measured flowrates and rain events, which consists of the installation of flow monitoring instrumentation at key outlets corresponding to the H&H model setup. In general, a larger set of data points will result in better model calibration. Monitoring locations shall generally be in the vicinity of major fracture locations, culvert headwalls, and/or natural waterway outfalls. TASK 2 – PROJECT CONCEPT REPORT Task 2.1 – Stormwater Infiltration Management Concepts and Estimates Geosyntec shall develop up to three planning-level concepts (e.g., schematic layouts or conceptual drawings) and rough order of magnitude cost opinions for alternatives that reduce stormwater runoff and infiltration into the Landslide Complex. The alternatives shall be developed in close collaboration with the City to present meaningful alternatives. The developed alternatives will aim to incorporate and reflect the findings of Task 1 with an emphasis on mitigating or otherwise managing contributing surface runoff at or close to its source. Rough order of magnitude (ROM) cost opinions shall be prepared for each alternative. The planning-level concepts shall consist of conceptual site plans with approximate locations and sizes of proposed infrastructure and typical cross sections and/or details of key infrastructure elements. The planning-level concepts shall not include specifications. Analysis, findings, concepts, cost opinions, and recommendations shall be summarized and submitted to the City in a Draft Project Concept Report. The Draft Project Concept Report shall also include high-level discussions of real estate needs, potential utility conflicts, and permitting requirements as described in Tasks 3, 4, and 5. Task 2.2 – Presentation to City Council Geosyntec shall prepare and deliver one presentation and one ~2-page report summarizing the findings and alternatives of the Draft Project Concept Report to the City Council. The presentation shall be delivered either in-person or virtually at the City’s discretion. TASK 3 – PROPERTY AND EASEMENT NEEDS Geosyntec shall review publicly available parcel maps (e.g., LA County Assessor Maps, LA County Records of Survey, Tract Maps, etc.) to determine real estate needs (acquisitions, permanent easements, and/or temporary construction easements) 01203.0001/835260.1 A-5 for each of the three concept alternatives in Task 2. Real estate needs for each concept alternative shall be discussed in the Draft Project Concept Report for the City’s consideration in selecting a preferred alternative. TASK 4 – UTILITY NEEDS Geosyntec shall review publicly and readily available data and shall submit records requests to utility owners in the project area to identify potential conflicts with known existing utilities for each of the three concept alternatives in Task 2. City Staff shall be informed of utility owners that are not responsive to records requests. Known existing utilities shall be shown on the concept plans and potential utility conflicts shall be discussed in the Draft Project Concept Report for the City’s consideration in selecting a preferred alternative. A communications log of correspondence with utility owners shall be maintained in an Excel spreadsheet. TASK 5 – PERMITTING NEEDS Geosyntec shall identify necessary project approvals and permits for each of the three concept alternatives in Task 2. Needed approvals and permits shall be discussed in the Draft Project Concept Report for the City’s consideration in selecting a preferred alternative. 01203.0001/835260.1 A-6 TASK 20 – STAGE I LANDSLIDE GEOPHYSICAL STUDY The purpose of this subsurface geophysical study is to evaluate subsurface conditions and assess the influence of groundwater on the Portuguese Bend Landslide. The study will be conducted in the area depicted in Figure 1 and will support long-term slope stabilization planning so that others can refine the specific locations and numbers of Deep Dewater Wells (DDWs) and Hydraugers for the Portuguese Bend Landslide Remediation Project based on a more refined understanding of subsurface conditions. Introduction A subsurface geophysical study shall be carried out for the Portuguese Bend Landslide, with the following key objectives: • Characterize primary groundwater flow paths and geologic conduits o Define the depth, lateral extent, and continuity of preferential flow zones. • Identify groundwater sources contributing to slope instability o Assess potential upwelling zones and directional trends of groundwater movement. • Map the geometry of the slide plane and bentonite layer(s) o Determine the depth, thickness, spatial variability, and continuity of the slide surface and associated clay layers. The study approach utilizes a combination of electromagnetic and electrical resistivity methods, with seismic methods considered where site access or terrain constraints require it. A phased approach is recommended because there is insufficient information to fully scope certain tasks until prior tasks are completed. Accordingly, the tasks relying on prior task information are noted as optional tasks. Fees and schedules for optional tasks may be negotiated upon completion of dependent tasks. Assumptions Unless noted otherwise, Geosyntec shall address one round of consolidated comments from the City and the City’s selected reviewers. The City shall provide the consolidated comments within one week of each deliverable that is a critical path task, and within three weeks for each deliverable that is not a critical path task. Publicly available data, and/or data received from the City, County, or other agency shall be deemed accurate and complete. Geosyntec shall review data received for 01203.0001/835260.1 A-7 reasonableness and will work to fill gaps, if identified, and is not responsible for ensuring completeness or overall accuracy of data received. Task 20.0 Geophysical Assessment Project Management and Meetings Geosyntec shall conduct general project management, coordination, and administration associated with project delivery, separate from and in coordination with Task 0.1, according to the baseline schedule for a duration of approximately 24 weeks. The project management tasks for Task 20 include: • Virtual kick-off meeting. • Bi-weekly virtual coordination/progress meetings to review preliminary findings and address technical or logistical issues. • Meeting summaries with action times after each meeting. • Regular schedule tracking, budget monitoring, subcontractor coordination, and internal quality control review. Task 20.1 Desktop Review and Stage I Geophysical Assessment Planning Geosyntec and their sub-consultant Collier Geophysics shall conduct a comprehensive desktop study in collaboration with the City to develop a robust understanding of the Landslide Complex subsurface geophysical properties. This effort shall include compiling and reviewing existing data provided by the City or publicly available data, including geologic maps, lithologic borehole and water well data, geotechnical reports, InSAR datasets, digital elevation models (DEMs), and available groundwater information. Geosyntec and Collier shall work with the City to develop a shared, cloud-hosted 3D visualization environment in Leapfrog Central (https://www.seequent.com/products-solutions/seequent-central/), which shall serve as the central data repository and interpretation workspace for the project. The desktop review shall also include digitization of available boring logs and development of a geophysical assessment plan for Task 20.2. A meeting shall be held with the City to discuss the proposed approach for data collection and finalize priority geophysical methods and target areas for Task 20.2. Following the completion of the desktop review, Geosyntec and its sub-consultant Collier Geophysics shall refine the Task 20.2 scope and prepare for field mobilization. All compiled data and Task 20.2 results shall be consolidated into the Leapfrog Central workspace to support ongoing interpretation and planning for future tasks. 01203.0001/835260.1 A-8 Task 20.2 Stage I Geophysical Assessment Following the desktop review and finalization of initial geophysical assessment locations, Geosyntec and its sub-consultant Collier Geophysics shall coordinate with the City to secure necessary site access. Field crews shall be deployed concurrently to implement the geophysical assessment and collect approximately 7,000 lineal feet of co-located data for each selected method described below. Actual line locations shall be confirmed in coordination with the City, with reference to schematic alignments shown in Figure 1. Figure 1: Anticipated Data Collection Alignments Based on the findings associated with Task 20.1, field implementation may include the use of the following geophysical methods: • Electrical Resistivity Tomography (ERT) to image lithologic variability, identify potential bentonite layers, and locate saturated zones. • Seismic Refraction Tomography (SRT) and Multichannel Analysis of Surface Waves (MASW) to evaluate subsurface velocity profiles related to material strength and slide geometry. 01203.0001/835260.1 A-9 • Time Domain Electromagnetic (TEM) soundings for high-resolution geoelectric imaging, tested both along ERT transects and in other accessible areas. Testing may also include evaluation of various seismic energy sources (e.g., Betsy gun, weight drop, sledgehammer) to determine the most effective option for future survey design. All methods shall have target depths of 300–400 feet—deeper than known slide surfaces within the Landslide Complex if technically applicable. Traffic safety measures shall be implemented where needed, and Geosyntec’s activities shall comply with health and safety protocols. Study findings, along with recommendations for future stages of study, shall be summarized in a letter report with supporting 3D visualizations and interpretations. Task 20.3 Initial Geophysical Analysis, Report, Presentation, and 3-D Visualization Following completion of field data collection, Geosyntec and its sub-consultant Collier Geophysics shall analyze the geophysical datasets and develop an integrated 3D geologic model to support the interpretation of subsurface conditions within the Landslide Complex. Geosyntec shall apply appropriate 3D interpolation techniques to interpolate the geophysical data acquired along the 2D survey lines. Using the interpolated geophysical model, Geosyntec shall interpret geologic surfaces between the lines to support characterization of key features. Collier Geophysics shall interpret faults, rupture surfaces, bentonite clay layers, and other significant structural elements on the 2D geophysical profiles, which shall be imported into Leapfrog and used by Geosyntec to construct a comprehensive 3D model. The geologic model shall be developed in Leapfrog and shall include: • Interpolated/interpreted faults, rupture surfaces, and stratigraphic units • A Leapfrog Viewer file with a README guide • Up to 10 georeferenced cross sections, with locations selected in collaboration with the City. • A base map showing cross section locations and surface geology Geosyntec shall upload a draft version of the Leapfrog project to Leapfrog Central for City review. Draft and final versions of the 3D visualization shall be developed as part of the deliverables for Stage I. In addition, Geosyntec shall prepare a draft and final Summary Report documenting the methods, results, and recommendations for future phases. Two meetings shall 01203.0001/835260.1 A-10 be held to review the draft and final 3D visualization, and two additional meetings shall be held to discuss the Summary Report with the City. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: PHASE I DELIVERABLES Task 0.1 – Phase 1 Project Management a. Virtual Kick-Off Meeting Notes b. 6 Monthly Virtual Coordination/Progress Meeting Notes c. 12 Bi-Weekly Status Reports d. 6 Monthly Project Schedule Updates Task 1.1 – Data Collection and Review a. Data Summary Memorandum Task 1.2 – Hydrologic and Hydraulic Assessment a. Hydrology and Hydraulics Technical Memorandum b. Electronic Hydrology and Hydraulics Model Files Task 1.3 – Hydrologic and Hydraulic Model Update with Flow Monitoring and Model Calibration a. Year 1 Flow Monitoring Data, Updated Drainage Study Memo, and Updated Electronic Model Files b. Year 2 Flow Monitoring Data, Updated Drainage Study Memo, and Updated Electronic Model Files 01203.0001/835260.1 A-11 c. Year 3 Flow Monitoring Data, Updated Drainage Study Memo, and Updated Electronic Model Files Task 2.1 – Stormwater Infiltration Management Concepts and Estimates a. Draft Project Concept Report Task 2.2 – Presentation to City Council a. Summary Presentation of the Draft Project Concept Report b. Short, ~2-Page Report Summarizing Findings and Alternatives c. One Presentation to City Council and Stakeholders Task 3 – Property and Easement Needs a. Discussion of Property and Easement Needs for Each Alternative Incorporated as Part of Draft Project Concept Report Task 4 – Utility Needs a. Known Existing Utilities Shown for Each Alternative on Concept Plan b. Discussion of Potential Conflicts with Known Existing Utilities for Each Alternative Incorporated as Part of Draft Project Concept Report c. Log of Correspondence with Utility Owners Task 5 – Permitting Needs a. Discussion of Project Approval and Permit Needs for Each Alternative Incorporated as Part of Draft Project Concept Report Task 20 – Stage I Landslide Geophysical Study 01203.0001/835260.1 A-12 Task 20.0 Geophysical Assessment Project Management and Meetings a. Virtual Kick-Off Meeting Notes b. Bi-Weekly Project Meeting Summaries c. Regular Schedule Tracking and Budget Monitoring Updates Task 20.1 Desktop Review and Stage I Geophysical Assessment Planning a. Digitized Boring Logs b. Geophysical Assessment Plan Task 20.2 Stage I Geophysical Assessment a. Field records of Geophysical Assessment in Electronic Form Task 20.3 Stage I Geophysical Analysis Report, Presentation, and 3-D Visualization a. Draft 3D Geologic Model b. Final 3D Geologic Model c. Draft Summary Report d. Final Summary Report 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. Monthly Progress Meeting Summaries b. Bi-Weekly Project Status Reports 01203.0001/835260.1 A-13 c. Monthly Project Schedule and Budget Updates IV. All work product are subject to reasonable 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 key personnel to accomplish the Services. Consultant shall report directly to the Contract Officer: A. Mark Hanna, PhD, PE Project Director B. Daniel Lee, PE, CCM Project Manager C. Sam Hwang, PE, ENV SP Project Engineer D. Phil Reidy, PE Quality Control E. Al Preston, PhD, PE Hydrology & Hydraulics F. Muhammed Mustafa, PhD, PE Hydrology & Hydraulics G. James Gonzales, PG, CHG Hydrogeology H. Yonas Zemuy, PE Geotechnical I. Kathleen Harrison, PG Environmental Compliance J. Haley Bauer, PE Civil Engineering 01203.0001/835260.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. Section 1.1, Scope of Services, is hereby amended as follows: 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 ordinarily exercised by other firms recognized by one or more first-class firms performing similar work under similar circumstances. Consultant not responsible for utilization of Consultant work product for purposes other than those intended and defined in the approved scope of work. Section 1.3, Compliance With Law, is hereby amended as follows: 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all applicable 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. Specific requirements include, but are not limited to: Build America, Buy America Act (BABAA) Compliance Clause 1. Applicability This project is funded in whole or in part with federal funds, including from the Federal Emergency Management Agency (FEMA). As such, the Contractor shall comply with the Build America, Buy America provisions of the Infrastructure Investment and Jobs Act (Pub. L. No. 117-58, § 70901–70927), and any implementing guidance issued by the U.S. Office of Management and Budget (OMB), the U.S. Department of Homeland Security (DHS), and FEMA. 01203.0001/835260.1 B-2 2. Domestic Preference for Infrastructure Projects In accordance with BABAA, the Contractor agrees that all iron, steel, manufactured products, and construction materials used in the project shall be produced in the United States unless a valid waiver has been issued by FEMA. a. Iron and Steel All iron and steel products used in the project must be produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, must occur domestically. b. Manufactured Products The cost of the components of manufactured products that are mined, produced, or manufactured in the United States must exceed 55% of the total cost of all components of the product. Final assembly must also occur in the United States. c. Construction Materials Construction materials (e.g., lumber, drywall, glass, plastic, composite building materials) must be manufactured in the United States. All manufacturing processes, including the final manufacturing process, must take place in the U.S. 3. Waivers If the Contractor believes that a specific item or material is not available domestically in sufficient quantity or of satisfactory quality, the Contractor shall promptly notify the Owner/Grantee in writing. No foreign-made iron, steel, manufactured product, or construction material may be used unless FEMA has issued a specific waiver for that item. It is the Contractor’s responsibility to support any waiver request with sufficient justification and documentation. 4. Flow-Down Requirements The Contractor shall include this BABAA Compliance Clause in all subcontracts and purchase orders for work or products under this contract, ensuring compliance throughout all tiers of subrecipients, suppliers, and subcontractors. 5. Records and Audits The Contractor shall maintain records sufficient to demonstrate compliance with BABAA, including but not limited to: origin of materials, percentage of U.S.-manufactured components, and relevant certifications. These records shall be available to the Owner/Grantee, FEMA, and any other authorized agency upon request. 6. Noncompliance Failure to comply with the Build America, Buy America Act requirements may result in the withholding of payment, termination of contract, debarment from future federal work, or other legal remedies as provided by law. 01203.0001/835260.1 B-3 Financial Reporting and Performance Requirements Clause (Incorporating 2 C.F.R. § 200.327) 1. Financial Reporting Obligations The Contractor/Subrecipient shall provide financial information related to this federally funded project as required by the Recipient and in compliance with the reporting requirements of 2 C.F.R. § 200.327. Specifically, the Contractor/Subrecipient shall: a. Submit financial data using standard OMB-approved information collections, including the Federal Financial Report (SF-425) or any successor form required by the federal awarding agency; b. Provide information that is accurate, complete, and supported by adequate documentation; c. Submit reports at the frequency and due dates prescribed by the Recipient (e.g., monthly, quarterly, or as otherwise directed); d. Provide project status updates, including progress toward performance goals and milestone completion, as requested. 2. Performance Reporting If required, the Contractor/Subrecipient shall also submit performance reports that include: • A comparison of actual accomplishments to the objectives established for the period; • The reasons why established goals were not met, if applicable; • Additional pertinent information including analysis and explanation of cost overruns or high unit costs; • Any other performance indicators or metrics defined in the project scope of work or required by the federal awarding agency. 3. Record Retention and Access The Contractor/Subrecipient shall maintain complete and accurate financial and programmatic records for a minimum of three years from the date of submission of the final expenditure report (or longer if required by 2 C.F.R. § 200.334). These records shall be available for review by the Recipient, FEMA, DHS, the Comptroller General of the United States, or any of their duly authorized representatives. 4. Remedies for Noncompliance Failure to comply with the financial or performance reporting requirements may result in actions including but not limited to: • Withholding of payments; • Disallowance of costs; • Termination of this contract; • Suspension or debarment from future federal awards; • Other remedies as provided under 2 C.F.R. § 200.339 and applicable federal law. 01203.0001/835260.1 B-4 Federal Contract Provisions (Appendix II to 2 C.F.R. Part 200) The following provisions apply to this contract in accordance with Appendix II to 2 C.F.R. Part 200 and are required when federal funds are used: 1. Equal Employment Opportunity (Applicable to contracts > $10,000) The Contractor shall comply with Executive Order 11246, “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented by regulations at 41 C.F.R. part 60. The Contractor agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. 2. Davis-Bacon Act (Applicable to prime construction contracts > $2,000 funded by HUD only) If applicable, the Contractor shall comply with the Davis-Bacon Act (40 U.S.C. 3141–3148), including the payment of prevailing wages and submission of certified payroll records. 3. Copeland “Anti-Kickback” Act (Applicable to construction or repair contracts > $2,000) Contractor shall comply with 18 U.S.C. § 874 and 40 U.S.C. § 3145 and the Copeland “Anti- Kickback” Act (29 C.F.R. Part 3). No part of the compensation of laborers may be returned to the employer in the form of kickbacks. 4. Contract Work Hours and Safety Standards Act (Applicable to contracts > $100,000) Contractor shall comply with 40 U.S.C. 3702 and 3704, as supplemented by 29 C.F.R. Part 5. No laborer or mechanic shall work more than 40 hours in a workweek unless compensated for overtime at not less than one and one-half times the basic rate of pay. 5. Rights to Inventions Made Under a Contract or Agreement (Applicable to contracts with research institutions) If this contract involves the performance of experimental, developmental, or research work, the Contractor agrees to comply with the requirements of 37 C.F.R. part 401 and any implementing regulations issued by the federal awarding agency. 6. Clean Air Act and Federal Water Pollution Control Act (Applicable to contracts > $150,000) Contractor shall comply with: • The Clean Air Act (42 U.S.C. §§ 7401–7671q); • The Federal Water Pollution Control Act (33 U.S.C. §§ 1251–1387); and • All applicable standards, orders, or regulations issued under those Acts. Contractor shall report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). 01203.0001/835260.1 B-5 7. Debarment and Suspension (Applicable to all contracts) Contractor certifies that neither it nor its principals are debarred, suspended, or proposed for debarment by any federal agency. This contract is a covered transaction for purposes of 2 C.F.R. Part 180 and 2 C.F.R. Part 3000 (FEMA suspension and debarment rules). 8. Byrd Anti-Lobbying Amendment (Applicable to contracts > $100,000) Contractor certifies that it will not and has not used federally appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or any employee of a Member of Congress in connection with this federal contract. Contractor shall complete and submit OMB Standard Form-LLL (“Disclosure of Lobbying Activities”), if applicable. 9. Procurement of Recovered Materials (Applicable to all contracts for items designated under EPA guidelines) Contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and procure only EPA-designated items containing the highest percentage of recovered materials practicable. 10. Access to Records Contractor agrees to provide access to the Recipient, FEMA, the Comptroller General of the United States, or any of their authorized representatives to any books, documents, papers, and records of the Contractor that are directly pertinent to this contract for auditing, examination, or inspection purposes. 11. DHS/FEMA-Specific Requirements a. DHS Seal, Logo, and Flags: The Contractor shall not use the Department of Homeland Security or FEMA seal, logo, or flags without prior written consent. b. Compliance with Federal Law, Regulations, and Executive Orders: Contractor acknowledges that federal funding requires full compliance with all applicable laws, regulations, executive orders, FEMA policies, and award terms and conditions. c. No Obligation by Federal Government: The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non-federal entity, contractor, or any party to the contract. d. Program Fraud and False or Fraudulent Statements or Related Acts: Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies 01203.0001/835260.1 B-6 Section 2,4, Invoices, is hereby amended as follows: 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Section 3.3, Force Majeure, is hereby amended as follows: 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 reasonable 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. Section 5.2, General Insurance Requirements, is hereby amended as follows: 5.2 General Insurance Requirements. 01203.0001/835260.1 B-7 (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. 01203.0001/835260.1 D-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. For the “Rancho Palos Verdes Landslide Complex Hydrology and Hydraulics Study, the selected method of compensation is lump sum/fixed fee payment based on a monthly percentage of completion of services. Consultant shall perform the following tasks at the following rates: TASK FEE PHASE I Task 0.1 $60,000 Task 1.1 $86,200 Task 1.2 $111,700 Task 1.3 $159,500 Task 2.1 $111,300 Task 2.2 $9,600 Task 3 $8,300 Task 4 $34,500 Task 5 $7,200 Task 20.0 $28,000 Task 20.1 $29,000 Task 20.2 $371,000 Task 20.3 $84,000 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: 01203.0001/835260.1 D-2 A. Vendor name, project name, contract number, purchase order number, invoice submittal date, invoice number, and invoice period dates. B. Table of all tasks with the following information for each task: i. Original Contract Amount ii. New Contract Amount Per Approved Change Order iii. Prior Billing Amount iv. Current Billing Amount v. Billing Amount to Date vi. Contract Amount Remaining C. For lump sum/fixed fee or % completion compensation per Agreement Section 2.2 (Method of Compensation), each monthly invoice is to include a cover letter summarizing work completed for the invoice period and a tabulated summary of Schedule of Compensation with % work complete for each task. D. For time and materials invoice compensation per Agreement Section 2.2 (Method of Compensation), each monthly invoice shall include the following supporting documents: i. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. ii. Line items for all materials and equipment properly charged to the Services. iii. Line items for all other approved reimbursable expenses claimed, with supporting documentation. iv. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The method of compensation shall be fixed fee in accordance with the specified tasks and percentage of completion of each task. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. Consultant’s billing rates for all personnel are attached as Exhibit C-1. 01203.0001/835260.1 D-3 01203.0001/835260.1 D-4 EXHIBIT “D SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: TASK DURATION SEQUENCE PHASE I Task 0.1 6 Months Month 1 thru Month 6 Task 1.1 1 Month Month 1 Task 1.2 1 Month Month 2 Task 1.3 36 Months Month 3 thru Month 39 Task 2.1 3 Months Month 3 thru Month 5 Task 2.2 1 Month Month 6 Task 3 1 Month Months 4 Task 4 1 Months Months 4 thru Month 5 Task 5 1 Month Month 4 Task 20.0 4 Months Month 2 thru Month 5 Task 20.1 1 Month Month 2 thru Month 3 Task 20.2 2 Months Month 3 thru Month 4 Task 20.3 2 Months Month 4 thru Month 5 Notice to Proceed is projected to be issued October 1, 2025. For purposes of the schedule, Month 1 is projected to be October 2025, while Month 6 would be March 2026. II. Consultant shall deliver the following tangible work products to the City by the following dates, assuming “notice to proceed date is on or around October 1, 2025 The deliverables for each task stated in Exhibit A, Part II shall be delivered by the completion date of each task stated in Exhibit D, Part I, unless changes are mutually agreed to by the City and Consultant. 01203.0001/835260.1 D-5 III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. 01203.0001/835260.1 D-6 APPENDIX OPTIONAL PHASE II +++++ SCOPE OF SERVICES OPTIONAL PHASE II Phase II is an optional phase. The scope of work for Phase II is dependent upon information from Phase I; therefore, the scope, schedule, and fee for Phase II cannot be determined at this time and may be negotiated upon completion of Phase I or portions thereof. VI. Phase II is expected to include the following services: OPTIONAL PHASE II TASK 0 –PROJECT MANAGEMENT Optional Phase II Task 0.2 – Phase 2 Project Management The Project Management scope, schedule, and fee for optional Phase II task 0.2 shall be negotiated upon completion the non-optional tasks. OPTIONAL PHASE II TASK 1 – DRAINAGE AND DEVELOPMENT STUDY Optional Phase II Task 1.2.2 – Granular Assessment of Surface Fractures A scope, schedule, and fee for a more granular assessment and identification of surface fractures that may be beneficial in informing the size and extent of major surface water migration pathways into the sub-surface may be negotiated upon completion of Phase I Task 1.2.1; at which time there will be sufficient information to scope the additional investigation, which may include additional investigations such as additional field reconnaissance, field measurements, and/or field survey. Optional Phase II Task 1.3.2 – Additional H&H Model Update with Flow Monitoring and Model Calibration Additional flow monitoring and model calibration beyond the initial three-year period may be beneficial in further refining the model. Upon completion of Phase I Task 1.3.1, sufficient information will be available to determine the additional 01203.0001/835260.1 D-7 timeframe for flow monitoring and model calibration, which could continue for multiple additional years or in perpetuity. A scope, schedule, and fee for the additional H&H model updates with flow monitoring and model calibration beyond the initial three-year validation period may be negotiated upon the completion of Phase I Task 1.3.1. OPTIONAL PHASE II TASK 6 – CULTURAL RESOURCES STUDY A cultural resources study for the selected preferred alternative in Phase I Task 2 may follow the completion of Phase I Task 4. The scope, schedule, and fee for a cultural resources study may be negotiated upon completion of Phase I Task 4 to fit the specific selected alternative needs. A cultural resources study may include a records search to identify areas of significance for Native American heritage and notify Tribal contacts that may have further information regarding the Project area; field surveying of the project area by a qualified archaeologist, and preparation of a cultural resources report in accordance with Section 106 of the National Historic Preservation Act. CEQA Initial Assessment including technical studies and other environmental studies are excluded from the scope. OPTIONAL PHASE II TASK 7 – FINAL CONCEPT REPORT, ENGINEERED PLANS, SPECIFICATIONS, AND COST ESTIMATES Preparation of a final concept report, engineered plans, specifications, and cost estimates for the preferred alternative in Phase I Task 2 may follow the completion of Phase I Task 2. The scope, schedule, and fee for preparation of engineered plans, specifications, and estimates may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. Optional Phase II Task 7.1 – Geotechnical/Geological Evaluation The preparation of engineered plans, specifications, and cost may require geotechnical/geological evaluation to support the design of proposed improvements, and this evaluation may require general background geology and geotechnical recommendations for proposed improvements. A geotechnical analysis of available and existing relevant site information for the preferred alternative may be necessary; including a desktop level evaluation that includes assessment of groundwater levels, subsurface conditions, liquefaction susceptibility, and other general geotechnical and soils parameters that can be used as preliminary inputs to proposed improvements to facilitate future focused assessments. This may require review of documents provided by the City as well as publicly available information relevant to the assessment of the potential geohazards such as the California Geologic Survey (CGS) Seismic Hazard Zone Maps and Seismic Hazards Reports for the Site, CGS geologic and geohazard online Maps, State Water Resources Control Board (SWRCB)’s GeoTracker online database, Solid Waste Information Management System online database, available Hazard Maps, and site-specific documents prepared by others for the City. Such 01203.0001/835260.1 D-8 information may be used to perform a desktop level assessment of potential geohazards including strong ground shaking, surface fault rupture, landsliding and slope stability, potential for expansive and collapsible soils, etc. The completion of Phase I Task 2 will inform the scope of the geotechnical evaluation, which may also require field investigations, laboratory analysis, etc. The scope, schedule, and fee for the geotechnical evaluation may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. Optional Phase II Task 7.2 – Land Survey The preparation of engineered plans, specifications, and cost estimates may require a land survey to support the detailed design of the proposed improvements for the preferred alternative. The completion of Phase I Task 2 will inform the scope of the land survey. The scope, schedule, and fee for the land survey may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. Optional Phase II Task 7.3 – Final Concept Report The preparation of a final concept report for the preferred to support the design of improvements for the preferred alternative. The completion of Phase I Task 2 will inform the scope of the final concept report. The scope, schedule, and fee of the final concept report may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. Optional Phase II Task 7.4 – Civil Engineering Design The preparation of engineered plans, specifications, and cost estimates Geosyntec may require preparation of 50%, 90%, and final plans civil engineering, specifications, and cost estimates for the preferred alternative. Geosyntec may provide general civil and minor structural design to develop construction documents for permitting, contractor bidding, and construction. Civil engineering plans may follow the “greenbook” specifications as the primary technical specifications; may use the City “front-end” specifications and bid forms; may use standard plans from the City or Standard Plans for Public Works Construction; may use the Association for the Advancement of Cost Engineering international recommended practices; and may further detail easement, utility, and permitting efforts. The completion of Phase I Task 2 will inform the scope of the civil engineering design. The scope, schedule, and fee for the civil engineering design may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. 01203.0001/835260.1 D-9 OPTIONAL PHASE II TASK 8 – CONSTRUCTION PROCUREMENT The completion of construction documents to solicit construction contractor bids for the preferred alternative selected in Task may require the preparation of construction procurement (bid) documents, responding to potential bid questions, review of contractor bids, and recommendation of a construction contract award for the City to execute. The completion of Phase I Task 2 will inform the scope of construction procurement. The scope, schedule, and fee for construction procurement may be negotiated upon completion of Phase I Task 2 to fit the specific preferred alternative needs. OPTIONAL PHASE II TASK 21 – EXPANDED LANDSLIDE GEOPHYSICAL INVESTIGATION Based on the findings of Phase I Task 20, it may be beneficial to conduct a larger scale, more comprehensive geophysical evaluation. Because the specific scope of a larger scale, more comprehensive geophysical evaluation cannot be known until completion of Phase I Task 20; the scope, schedule, and fee for Phase II Task 21 may be negotiated upon completion of Phase I Task 20 to fit the specific needs. OPTIONAL PHASE II TASK 22 – TARGETED HIGH-RESOLUTION LANDSLIDE GEOPHYSICAL SURVEYS Based on the findings of Phase I Tasks 20 and 21, it may be beneficial to perform additional targeted high-resolution surveys in specific areas of interest. Because the specific scope of targeted high-resolution surveys cannot be known until completion of Phase I Tasks 20 and 21; the scope, schedule, and fee for Phase II Task 22 may be negotiated upon completion of Phase I Tasks 20 and 21 to fit the specific needs. OPTIONAL PHASE II TASK 23 – MODEL REFINEMENT FOR LANDSLIDE GROUNDWATER FLOW Based on the results of Phase I Task 20, 21, and 22, it may be beneficial to integrate site data into groundwater modeling to simulate flow, evaluate dewatering options, and inform slope stabilization. Because the specific scope of model refinement cannot be known until completion of Phase I Task 20, 21, and 22; the scope, schedule, and fee for Phase II Task 23 may be negotiated upon completion of Phase I Task 20 to fit the specific needs. 01203.0001/835260.1 D-10 VII. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: Optional Phase II Task 0.2 – Phase 2 Project Management a. To Be Negotiated Optional Phase II Task 1.2.2 – Granular Assessment of Surface Fractures a. To Be Negotiated Optional Phase II Task 1.3.2 – Additional Hydrologic and Hydraulic Model Update with Flow Monitoring and Model Calibration a. To Be Negotiated Optional Phase II Task 6 – Cultural Resources Study a. To Be Negotiated Optional Phase II Task 7 – Final Concept Report, Engineered Plans, Specifications, and Cost Estimates Optional Phase II Task 7.1 – Geotechnical/Geological Evaluation a. To Be Negotiated Optional Phase II Task 7.2 – Land Survey a. To Be Negotiated Optional Phase II Task 7.3 – Final Concept Report a. To Be Negotiated Optional Phase II Task 7.4 – Civil Engineering Design 01203.0001/835260.1 D-11 a. To Be Negotiated Optional Phase II Task 8 – Construction Procurement b. To Be Negotiated Optional Phase II Task 21. Expanded Comprehensive Geophysical Study a. To Be Negotiated Optional Phase II Task 22. Expanded Comprehensive Geophysical Study b. To Be Negotiated Optional Phase II Task 23. Expanded Comprehensive Geophysical Study c. To Be Negotiated 01203.0001/835260.1 D-12 SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates: TASK FEE Optional Phase II Task 0.2 To Be Negotiated Optional Phase II Task 1.2.2 To Be Negotiated Optional Phase II Task 1.3.2 To Be Negotiated Optional Phase II Task 6 To Be Negotiated Optional Phase II Task 7.1 To Be Negotiated Optional Phase II Task 7.2 To Be Negotiated Optional Phase II Task 7.3 To Be Negotiated Optional Phase II Task 7.4 To Be Negotiated Optional Phase II Task 8 To Be Negotiated Optional Phase II Task 21 To Be Negotiated Optional Phase II Task 22 To Be Negotiated Optional Phase II Task 23 To Be Negotiated 01203.0001/835260.1 D-13 SCHEDULE OF PERFORMANCE Consultant shall perform all services timely in accordance with the following schedule: TASK DURATION SEQUENCE Optional Phase II Task 0.2 To Be Negotiated Optional Phase II Task 1.2.2 To Be Negotiated Optional Phase II Task 1.3.2 To Be Negotiated Optional Phase II Task 6 To Be Negotiated Optional Phase II Task 7.1 To Be Negotiated Optional Phase II Task 7.2 To Be Negotiated Optional Phase II Task 7.3 To Be Negotiated Optional Phase II Task 7.4 To Be Negotiated Optional Phase II Task 8 To Be Negotiated Optional Phase II Task 21 To Be Negotiated Optional Phase II Task 22 To Be Negotiated Optional Phase II Task 23 To Be Negotiated 01203.0001/835260.1 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MCGEE SURVEYING CONSULTING G-1 01203.0001/835260.1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MCGEE SURVEYING CONSULTING THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and entered into on September 16, 2025 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and MICHAEL R. MCGEE, PLS, dba MCGEE SURVEY CONSULTING, a sole proprietorship (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. C. 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. G-2 01203.0001/835260.1 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. G-3 01203.0001/835260.1 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 G-4 01203.0001/835260.1 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 G-5 01203.0001/835260.1 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 Services, the Contractor becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Contractor shall inform the City’s Contract 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 $285,240 (Two Hundred Eighty Five Thousand Two G-6 01203.0001/835260.1 6 Hundred Forty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. 2.2 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. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City G-7 01203.0001/835260.1 7 to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). G-8 01203.0001/835260.1 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: Michael McGee Owner (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. G-9 01203.0001/835260.1 9 4.3 Contract Officer. The Contract Officer shall be David Copp, Deputy Public Works Director, 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 than 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own G-10 01203.0001/835260.1 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. G-11 01203.0001/835260.1 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 specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained G-12 01203.0001/835260.1 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. G-13 01203.0001/835260.1 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 G-14 01203.0001/835260.1 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 G-15 01203.0001/835260.1 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 G-16 01203.0001/835260.1 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. G-17 01203.0001/835260.1 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. G-18 01203.0001/835260.1 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, G-19 01203.0001/835260.1 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 G-20 01203.0001/835260.1 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 FOLLOWING PAGE] G-21 01203.0001/835260.1 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 David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONSULTANT: MICHAEL R. MCGEE, PLS, dba MCGEE SURVEYING CONSULTING, a sole proprietorship By: Name: Michael McGee Title: Owner Address: 5290 Overpass Road, Ste #107 Santa Barbara, CA 93111 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. G-22 01203.0001/835260.1 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following survey services in connection with the Portuguese Bend Emergency Landslide Stabilization Project (the Project): a. On or around the beginning of each month, conduct a Monitoring Survey of approximately 100 points. b. On or around the mid-point of each month, conduct a Monitoring Survey approximately 20 points as selected by the City. c. Perform additional surveys, and related work as needed and directed by the City, including but not limited to work pertaining to public infrastructure such as sewers, storm drains and roadways. The surveys shall reference Station PVE3 at Rancho Palos Verdes Civic Center, a permanently fixed Continuously Operated GPS reference station to provide a connection to the national grid. The datum and coordinate system shall be the National Geodetic Survey's North American Datum of 1983, 2007.00 Epoch & Adjustment. 1 - Review reports and data for prior surveys, assess the present status of monitoring points and plan the field campaign for the above surveys. 2 - Conduct reconnaissance to check site conditions, access, and perform maintenance as necessary to preserve the monitoring points. The City will provide and maintain access routes and will clear areas around points where foliage and trees obstruct the sky-view which interfere with satellite signals causing a deterioration in measurement accuracy. 3 - Perform precise GNSS field surveys utilizing survey grade geodetic satellite receivers to collect observations on the monitoring points and relate the survey to stable reference stations noted above. Each monitoring point will be observed multiple times as necessary to meet the applicable standard of accuracy and to obtain independent checks on the quality of the measurements. 4 - Process and analyze the field observations, compare measurements to validate the recovery of the reference frame, data analysis and QAQC followed by network adjustments to determine the point movements and current NAD83, 2007.00 California State Plane Coordinates and NAVD88 Elevations. 5 - Compile the results of the Monitoring Surveys, update and submit a spreadsheet reporting the periodic movements and overall movements originating as far back as 2007. The spreadsheet will be submitted within 15 days of completion of a survey described in subsections I (a) and I (b) of this Exhibit. G-23 01203.0001/835260.1 A-2 6 – Replace destroyed monitoring points and/or install additional monitoring points to support the Project, as directed by the City. City direction may be supported by the recommendations of the City Geologist, with input from the Consultant based on their experience, site access limitations, site suitability for satellite observations, or other site conditions. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. See above. 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. See above. 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. Michael McGee (Responsible-in-charge) B. Shane Wolters (Subcontractor, CA5, LLC) G-24 01203.0001/835260.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. I. Section 2.2, Method of Compensation, is amended to read: (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. II. Section 2.2, Invoices, is amended to read: 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. All invoices shall be prepared in accordance with Exhibit “C”. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub- category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. G-25 01203.0001/835260.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the Services utilize staff in accordance with their proposal. 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 the following as applicable: A. Lump sum fees in accordance with the Consultant’s proposal, and Exhibit “A”, sections I (a) and I (b). B Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate, as needed for work performed in accordance with Exhibit “A”, section I (c). C. Line items for all materials and equipment properly charged to the Services, as needed for work performed in accordance with Exhibit “A”, section I (c). D. Line items for all other approved reimbursable expenses claimed, with supporting documentation, as needed for work performed in accordance with Exhibit “A”, section I (c). E. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services, as needed for work performed in accordance with Exhibit “A”, section I (c). 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. G-26 01203.0001/835260.1 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. The Services shall commence following Notice-to-Proceed and will include the scope of services specified in Exhibit “A”. II. Consultant shall deliver the following tangible work products to the City by the following dates A. See Exhibit “A” III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. G-27 01203.0006 2038724.1 PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and OCEAN BLUE ENVIRONMENTAL SERVICES, INC H-1 01203.0006 2038724.1 AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND OCEAN BLUE ENVIRONMENTAL SERVICES, INC THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into on July 1, 2025 by and between the City of Rancho Palos Verdes, a California municipal corporation (“City”) and OCEAN BLUE ENVIRONMENTAL SERVICES, INC. a California corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Contractor 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. WORK OF CONTRACTOR 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” 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, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor 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 H-2 01203.0006 2038724.1 Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Bid Documents. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” 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, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor 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. 1.3 Compliance with Law. Contractor 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 Compliance with California Labor Law. (a) Public Work. The Parties acknowledge that 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. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor 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, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor 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. Contractor 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 H-3 01203.0006 2038724.1 wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the 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 Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor 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. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in 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 Contractor in excess of eight (8) hours per day, and forty (40) 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 one-half (1½) 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, Contractor 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.” H-4 01203.0006 2038724.1 Contractor’s Authorized Initials ________ (i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor 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. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor’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. (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work 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, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. H-5 01203.0006 2038724.1 (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement. 1.7 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, 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 caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.8 Warranty. Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement H-6 01203.0006 2038724.1 and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.9 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.10 Additional Work and Change Orders. (a) 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 Work 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 Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. H-7 01203.0006 2038724.1 (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.11 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 Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $1,400,000.00 (One Million Four Hundred Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. H-8 01203.0006 2038724.1 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice 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, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall, as soon as practicable, independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. H-9 01203.0006 2038724.1 3.2 Schedule of Performance. Contractor 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 Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) 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 Contractor, 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 Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively. 3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). H-10 01203.0006 2038724.1 ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Contractor. The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Justin Lee _______________ President ________________ (Name) (Title) Moonho Lee _____________ Chief Financial Officer _____ (Name) (Title) ________________________ ________________________ (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’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. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Juan Hernandez or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer H-11 01203.0006 2038724.1 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 Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, 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 Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor 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. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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 shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in H-12 01203.0006 2038724.1 an amount not less than $2,000,000 per occurrence, $4,000,000 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. Additional Insurance as referenced in Section 5.2(a) below shall provide coverage for both ongoing and completed operations, and shall provide for both a defense and indemnity of the City. (b) Automobile liability insurance. Contractor 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 Contractor 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. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $3,000,000 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 Contractor agrees to maintain continuous coverage through a period no less than five (5) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Umbrella or excess liability insurance. Contractor shall obtain and maintain an umbrella or excess liability insurance that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies. (f) Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a Contractor’s Pollution Liability form, or other form acceptable to the City, providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including non-owned disposal sites. H-13 01203.0006 2038724.1 (g) Builder’s risk insurance. Upon commencement of construction and with approval of City, Contractor shall obtain and maintain builder’s risk insurance for the entire duration of the Project until only the City has an insurable interest. The Builder’s Risk coverage shall include the coverages as specified below. The named insureds shall be Contractor and City, including its officers, officials, employees, and agents. All Subcontractors (excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. The policy shall contain a provision that all proceeds from the builder’s risk policy shall be made payable to the City. The City will act as a fiduciary for all other interests in the Project. Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include, where applicable: (1) coverage for any ensuing loss from faulty workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) Ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site or any staging area. Such insurance shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be submitted to the Agency prior to commencement of construction. (h) Subcontractors. Contractor 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. City shall be an additional insured on all subcontractor polices pursuant to this Section 5.1 and Section 5.2 below. (i) 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. Contractor shall provide additional insured endorsements to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Certificates of Insurance will not be acceptable. Endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current Endorsements and Declarations pages 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. In the event the City makes such a request, H-14 01203.0006 2038724.1 Contractor shall immediately provide the requested policies and provide any such Privacy Act release required by the City to Contractor’s insurers relative to policy information. (b) Duration of coverage. Unless a longer or shorter term is specified herein with respect to a specific type of insurance, Contractor shall procure and maintain for the duration of this Agreement all of the insurance required by this Agreement.. (c) Products/completed operations coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. (d) Primary/noncontributing. For insurance required by Section 5.1(a) and (b) coverage provided by Contractor 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 comply with the Proof of Insurance requirements of paragraph 5.2(a), and must 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. (e) 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 the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (f) 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. (g) 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 Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. H-15 01203.0006 2038724.1 (h) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (i) 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 Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (j) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (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. Commercial General Liability and Automobile policies shall contain a severability of interests provision must apply for all additional insureds ensuring that Contractor’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. Contractor 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 Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor 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. Contractor 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’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 H-16 01203.0006 2038724.1 specifications unless approved by City. Contractor shall be responsible for immediately satisfying any deductible, retained limit or self-insured retention in order for the City to be afforded an immediate defense. (p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City’s failure to promptly tender defense directly to any insurer shall not be considered “voluntary” within the meaning of any insurer’s “voluntary payments” clause or similar provision. No defense costs or indemnity obligation incurred by the City in any matter arising from or related to Contractor’s acts or omissions in the performance of this Agreement shall be considered “voluntary.” (q) Additional kinds of insurance. Contractor 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, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor will upon tender of defense by the City, immediately 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. Contractor expressly waives any contention that an immediate defense obligation does not arise pursuant to any provision of the California Civil Code and/or Crawford v. Weathershield (2008) 44 Cal.4th 541, or its progeny. (b) Contractor 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 Contractor hereunder; and Contractor 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 Contractor for such damages or other H-17 01203.0006 2038724.1 claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor 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. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor 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 Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.4 Notification of Third-Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification. 5.5 Performance and Labor Bonds. Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor H-18 01203.0006 2038724.1 promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.6 Sufficiency of Insurer or Surety. Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.7 Substitution of Securities. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor. 5.8 Release of Securities. City shall release the Performance and Labor Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, 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 H-19 01203.0006 2038724.1 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 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor 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. Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor 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 Contractor, 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 Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor 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. H-20 01203.0006 2038724.1 6.4 Confidentiality and Release of Information. (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor, 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 Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor 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. (a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to H-21 01203.0006 2038724.1 Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. 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 Contractor 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 Contractor’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. (b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 Contractor’s acts or omissions in performing or failing to perform Contractor’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 Contractor, 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 Contractor 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 Contractor 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. H-22 01203.0006 2038724.1 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, Contractor shall file a 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 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of Seven Hundred Fifty Dollars ($750) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. 7.8 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 fourteen (14) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 the Contractor has initiated H-23 01203.0006 2038724.1 termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, 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 Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 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. 7.11 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. 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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. H-24 01203.0006 2038724.1 8.2 Conflict of Interest. Contractor 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 Contractor’s performance of services under this Agreement. Contractor 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. Contractor 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 effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor 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. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class. 8.4 Unauthorized Aliens. Contractor 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 Contractor 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, Contractor 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 Boulevard, Rancho Palos Verdes, CA 90275 and in the case of the Contractor, to the person at the address designated on the execution page of this H-25 01203.0006 2038724.1 Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively. 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 Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or 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. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party H-26 01203.0006 2038724.1 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. Contractor 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. Contractor 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. Contractor’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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] H-27 01203.0006 2038724.1 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 ____________________________________ David L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONTRACTOR: By: _________________________________ Name: Justin Lee Title: President By: _________________________________ Name: Moonho Lee Title: Chief Financial Officer Address: 925 West Easther Street Long Beach, ,Ca 90813 Two corporate officer signatures required when Contractor 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. H-28 01203.0006 2038724.1 A-1 EXHIBIT “A” SCOPE OF WORK I. Contractor shall perform all of the work and comply with all provisions of the Agreement, and with the plans, specifications and other directions provided as part of individual Task Orders executed for the project entitled Portuguese Bend Emergency Landslide Stabilization Project (“the Project”) including any documents or exhibits referenced therein. II. The work shall proceed by Task or Phase (referred to as Task for convenience), the scope of each of which will be provided by the City as soon as the parameters for each Task are completed by the City (including any of its consultants). The following process shall apply: A. Each Task to be performed shall be set forth in a written request (“Request”) provided by the City with a description of the work to be performed, and the time desired for completion. All Tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Contractor shall prepare a “Task Proposal” that includes the following components: 1. A written description of how the requested Task will be performed (“Task Description”), including all components and subtasks required engineering, and including any clarifications of the descriptions provided in the Request; 2. The costs to perform the task (“Task Budget”), including a detailed bid schedule, to be developed using the critical path schedule methodology; and based on agreed rates in Exhibit A-1, or as may otherwise be negotiated by the parties. 3. The City may require a schedule for completion of a given task (“Task Completion Schedule”), including a final completion date (“Task Completion Date”). 4. Task Proposals, Task Budgets, and Task Completion Schedules shall be developed while prior Tasks are in process, with the goal of continuous construction on all phases of the Project. C. The City shall approve the Task Proposal or require modifications in writing, and the Contract officer shall issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget, provided that unknown conditions discovered following commencement of work, which could have been discovered despite the Contractor’s due diligence, may be approved pursuant to a change order. H-29 01203.0006 2038724.1 A-2 E. Contractor shall complete the Task and deliver all deliverables to the City by the Task Completion Date and in accordance with the Task Completion Schedule, subject to any extension granted due to schedule impact generated by unknown conditions discovered following commencement of work and approved pursuant to a Change Order. III. The Contractor may be considered one of multiple contractors (via separate contracts) that may be engaged or utilized for the general scope of work specified herein. The City will select a contractor for a specific Task based on one or more of the following parameters: A. The City’s selection of a contractor on a rotational list of on-call contractors while endeavoring to assign work in a manner that is fair and equitable to all contractors. B. The Contractor’s readiness to start the work within an appropriate timeframe. C. The Contractor’s responsiveness to the City’s request for a Task Proposal. D. The degree of success of negotiating the scope, budget and schedule of a given Task. E. The Contractor’s success in performing work under this Agreement. IV. The City does not guarantee the issuance of a given Task or Tasks, or that the sum of city-issued tasks will equal or exceed (by way of amendment or contract change order) the not-to-exceed contract value. V. Brief description of the work to be performed: Contractor shall perform on-call environmental remediation and hazardous material management services as directed by the City and in accordance with the terms and conditions set forth in this Agreement. The Contractor shall furnish all labor, materials, equipment, tools, transportation, and incidentals necessary to complete work in conformance with applicable regulatory standards and contract specifications. The general scope of the work shall include: A. Environmental clean-up of contaminated soil and wastewater resulting from sanitary sewer overflows, including the collection, transportation, and lawful disposal of contaminated materials at facilities authorized to accept such waste. B. Collection, handling, and proper disposal of hazardous waste generated by or collected within the City in accordance with all applicable federal, state and local regulations. Hazardous waste may include, but is not limited to, paints, batteries, chemicals, and other materials designated by the City. C. Mechanical removal of sewage overflows through the use of vacuum pumping and hydro-jetting methods to clear sewer pits and associated piping infrastructure. H-30 01203.0006 2038724.1 A-3 D. Cleaning and sanitation of public right-of-way and pedestrian sidewalks, including steam cleaning or application of approved disinfectants, as necessary to restore sanitary conditions. E. Provision of other related services as required and authorized by the City. I. Consultant must perform all Services in compliance with the following requirements: A. Each task shall be requested by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement, unless the task is an emergency as described below. B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Budget”), using the itemized fees in Exhibit “C”, Schedule of Compensation, whenever a requested task is provided for in Exhibit “C”; explain how the cost was determined; and, a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal.” C. The City’s Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. D. The task shall be performed at a cost not to exceed the Task Budget. E. Consultant shall complete the task and deliver all deliverables to the City’s Contract Officer by the Task Completion Date. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Waste Tear Ticket: Must be delivered to City following waste clean-up, for state regulatory tracking. The report describes the amount of waste cleaned by Consultant, measured in collected gallons. B. Clean Up Report: Must be delivered to City following waste clean-up, for state regulatory tracking. The report describes the incident, abatement/clean up action, and final state of clean-up site. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: A. Verbal updates hourly for status and completion of environmental clean-up efforts. IV. All work products are 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. H-31 01203.0006 2038724.1 A-4 V. Consultant will utilize the following personnel to accomplish the Services: A. Chris Anguiano, Supervisor B. Raul Sandoval, Supervisor C. Henry Monge, Lead Technician D. Jesus Castellanos, Lead Technician E. Brandon Martinez, Lead Technician F. Other personnel approved in writing by City’s Contract Officer. H-32 01203.0006 2038724.1 C-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): 1. Section 1.2, “Bid Documents,” is replaced with the following: The Scope of Work shall include all provisions provided herein, including all exhibits, the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Portuguese Bend Emergency Landslide Stabilization (the “Project”) including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 2. Section 1.4, “Compliance with California Labor Law,” Subsection (a) is amended as follows: (a) Public Work. The Parties acknowledge that some of the work to be performed under this Agreement is may be considered 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. Contractor shall post job site notices, as prescribed by regulation. 3. Section 1.4, “Compliance with California Labor Law,” is amended to add a new Subsection (j), as follows: (j) Registration with DIR. Pursuant to Labor Code section 1771.1, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. 4. Section 1.7, “Protection and Care of Work and Materials,” is replaced with the following: The Contractor shall adopt reasonable methods in light of the land movement conditions where the work will occur, including providing and maintaining storage facilities, 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 H-33 01203.0006 2038724.1 C-2 persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 5. Section 1.8, “Warranty,” is replaced with the following: Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Materials, equipment, or work product damaged by land movement shall not be subject to the warranty provisions of this section, so long as such materials, equipment, or work product were not defective at the time they were installed or completed. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 6. Subsection (c) of Section 5.1, “Insurance,” is hereby waived. H-34 01203.0006 2038724.1 C-3 7. Subsection (c) of Section 5.3, “Indemnification,” is replaced with the following: (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor 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 Contractor hereunder, Contractor 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. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor 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 Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. Contractor’s duty to indemnify and hold harmless shall not extend to any impact that the Contractor’s operations may have on the land movement, except to the extent such impacts are due to the negligence of Contractor. 8. Section 5.5, “Performance and Labor Bonds,” is hereby removed. 9. Section 5.6, “Sufficiency of Insurer or Surety,” is replaced with the following: Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this H-35 01203.0006 2038724.1 C-4 Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 10. Section 5.8, “Release of Securities,” is hereby removed. 11. Section 7.7, “Liquidated Damages,” is replaced with the following: Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable,, in addition to any liquidated damages pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”) and the schedule included in any Task Order, on a Task Order basis. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. Liquidated damages will be capped at five percent (5%) of each affected task order amount, as that amount may be updated. H-36 01203.0006 2038724.1 C-5 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below: A. Definitions: Straight Time: Monday thru Friday, From 7:00 AM to 4:00 PM Overtime: Monday thru Friday, before 7:00 AM and after 4:00 PM, and all day on Saturday(s) Premium Time: Sundays and Holidays1 1 Holidays observed are as follows: New Year’s Day, Labor Day, Martin Luther King Day, Presidents Day, Veterans Day, Memorial Day, Fourth of July, Thanksgiving Day, Day after Thanksgiving, Columbus Day, Christmas B. Minimum Charges: Four (4) hour minimum charges will apply to all task order assignments. Portal to portal rates apply. Time charges shall include, personnel, equipment and materials for preparation, mobilization, travel to and from the site, demobilization, decontamination, transportation and unloading. C. Should the work be considered prevailing wage, Ocean blue charges an additional +$40 per hour on labor only. D. Disposal and Outside Costs: All disposal, services, non-heavy equipment rents, and materials not on the rate sheet shall be billed at cost plus twenty (20) percent handling charge. Heavy equipment rental shall be billed at cost plus twenty-five (25) percent handling charge. E. Payment Terms: All terms are net-thirty (30) days upon receipt of invoice, unless previous arrangements are made between the City and the Contractor. HAZARDOUS WASTE-TRAINED PERSONNEL HOURLY RATES CLASSIFICATION ST OT PT Project Manager $ 153.73 $ 201.55 $ 201.55 Supervisor $ 118.31 $ 141.24 $ 161.61 Chemist / Industrial Hygienist $ 235.69 $ 269.72 $ 269.72 Lead Technician $ 81.96 $ 119.47 $ 155.94 Equipment Operator $ 78.61 $ 118.31 $ 151.42 Technician $ 74.09 $ 104.77 $ 136.61 Ilwu (Int. Longshore & Whse Union) Tech $ 103.61 $ 154.78 $ 208.27 H-37 01203.0006 2038724.1 C-6 CERTIFIED HAZARDOUS WASTE TRANSPORTATION VEHICLES Description Hourly Rates Utility Truck 4x4 W/Traffic Control Lights & Liftgate $ 64.95 Gear Truck W/ Liftgate $ 64.95 Emergency Response Unit - Large $ 301.68 Emergency Response Unit - Small $ 209.53 Crew Van $ 56.85 Bob Cat W/Solid Tires $ 70.61 Vacuum Trailer - 20 Bbl $ 70.61 Vacuum Truck - 70 Bbl W/ Roper Pump* $ 173.07 Vacuum Truck - 120 Bbl* $ 198.07 Vacuum Truck - 120 Bbl Stainless Steel* $ 224.34 Air Excavator* $ 173.07 Hydro Excavator* $ 321.12 Omni Vac - 85 Bbl* $ 321.12 Jetter / Vactor Combo Unit* $ 321.12 Roll-Off Truck* $ 173.07 Roll-Off Truck And Trailer* $ 198.07 Dump Truck - 10 Wheel* $ 121.78 Trash Compactor* $ 241.25 25' Box Van* $ 121.78 45' Box Van* $ 173.07 45' Flat Bed* $ 173.07 25' Equipment Trailer $ 45.50 Street Sweeper $ 113.91 * Denotes equipment including operator. Any required overtime and/or premium time associated with the listed equipment shall be charged additional $29.00 and $39.00 per hour respectively. RESPIRATORY / CONFINED SPACE ENTRY EQUIPMENT Description Rates Self-Contained Breathing Apparatus (30 Min.) $ 176.42 Daily 6-Pack Breathing Air Bottles $ 354.00 Daily 5-Minute Egress Air Bottle $ 50.13 Daily Tripod W/Double Winches $ 316.39 Daily Full Body Harness W/ Shock Absorber $ 45.50 Daily Coppus Blower $ 256.19 Daily 4-Gas Air Monitor $ 388.27 Daily Pid Meter $ 537.26 Daily Mercury Vapor Analyzer $ 672.81 Daily Ova Monitor $ 470.23 Daily Personal 4 Gas Meter $ 321.12 Daily Electric Blower $ 103.61 Daily H-38 01203.0006 2038724.1 C-7 TRAFFIC CONTROL Description Rates Arrow Board $ 288.14 Daily Portable Decon Station W/Arrowboard $ 384.92 Daily Barricades W/ Reflectors, Each $ 42.26 Daily Delineator/Reflective, Each $ 2.32 Daily No Turn Right Or Left Signs, Each $ 20.50 Daily Traffic Cone/Reflective, Each $ 3.48 Daily Traffic Control Signs 48"X48"/Reflective $ 47.82 Daily CLEANING EQUIPMENT Description Rates Air Compressor $ 54.64 Hourly Chemical Diaphragm Pump $ 404.13 Daily Decontamination Station $ 275.52 Daily Diaphragm Pump $ 289.17 Daily Suction/Discharge Hose (Per Foot) $ 1.16 Daily Layflat Hose (Per Foot) $ 1.16 Daily Hydroblaster $ 101.29 Hourly Intrisically Safe Pump For Fuel Tanks $ 141.24 Daily Pressure Washer - 1,000 Psi 22 Gpm $ 91.11 Hourly Pressure Washer - 3,500 Psi 6 Gpm $ 78.61 Hourly Engine Driven Pumps $ 663.21 Daily Portable Trash Pump $ 269.72 Daily Submersible Pump $ 239.17 Daily Air Scrubers Portable $ 224.34 Daily Hepa Filters For Scrubbers $ 167.39 Each 55 Gallon Carbon Scrubber For Vac Trucks $ 256.19 Daily 3 Stall Decontamination Shower $ 384.92 Daily PORTABLE STORAGE UNITS Description Rates 20-Yard Bin, Open Top $ 33.00 Daily 20-Yard Bin, Closed Top $ 39.83 Daily 40-Yard Bin, Open Top $ 33.00 Daily 40-Yard Bin, Closed Top $ 42.26 Daily 4" Tank Manifold $ 25.00 Daily Bin Liners $ 68.30 Each OIL SPILL EQUIPMENT Description Rates 20' Drum & Supply Trailer W/ 4' Sides & 12,000 Gvw $ 269.72 Daily BOOM TRAILER (STANDBY) W/ 1500' OF 8"X12" BOOM $ 201.55 Daily BOOM 8"X12" (DEPLOYED) $ 2.32 /Ft/Day BOOM 4"X12" (DEPLOYED) $ 1.16 /Ft/Day 22' Tow/Spill Control Boat W/ 200 Hp Motor $ 173.07 Hourly H-39 01203.0006 2038724.1 C-8 OIL SPILL EQUIPMENT Description Rates 22' X 8' SELF POWERED BARGE $ 116.12 Hourly 19' Tool Spill Boat W/90hp $ 116.12 Hourly 17' Tow/Spill Control Boat W/ 40 Hp Motor $ 96.78 Hourly 14' Tow/Spill Control Boat W/ 25 Hp Motor $ 76.29 Hourly 12' Punts $ 45.50 Hourly 12' Punts W/ 5hp Motor $ 56.85 Hourly Splash Zone 2-Part Sealer $ 211.73 / Gallon 25 Lbs Anchors W/ 15' Chain $ 19.34 Daily 15 Lbs Anchors W/ 10' Chain $ 13.66 Daily 24" Boeys $ 19.34 Daily Emergency Response Trailer $ 605.67 Daily Rope Mop Skimmer $ 201.55 Hourly Drum Skimmer Tds-136 W/ Power Pack $ 269.72 Hourly Skim-Pak Series 4000 W/ Control System $ 81.96 Hourly Skimmer Trailer $ 269.72 Daily Absorbent Boom Trailer $ 201.55 Daily Atv (All Terrain Vehicle) W/Trailer $ 351.69 Daily Forklift Trailer $ 127.58 Daily MATERIALS Description Rates 10 Gallon Dot Drum, Steel $ 64.95 Each 15 Gallon Dot Drum, Poly $ 64.95 Each 16 Gallon Dot Drum, Steel $ 64.95 Each 20 Gallon Dot Drum, Steel $ 68.30 Each 30 Gallon Dot Drum, Poly $ 68.30 Each 30 Gallon Dot Drum, Steel $ 68.30 Each 5 Gallon Dot Drum $ 23.97 Each 55 Gallon Dot Drum, Poly $ 79.77 Each 55 Gallon Dot Drum, Steel $ 78.61 Each 55 Gallon Dot Drum, Bio $ 51.17 Each 85 Gallon Drum, Overpak, Steel $ 288.14 Each 95 Gallon Drum, Overpak, Poly $ 288.14 Each Acid Spilfyter Neutralizer Per Gallon $ 100.25 Each Base Spilfyter Neutralizer Per Gallon $ 100.25 Each Bio-Solve (Hydrocarbon Encapsulant) $ 47.82 / Gallon Bleach $ 5.79 / Gallon Chemical Poly Totes $ 415.47 Each Chlor-D-Tect Q4000 $ 23.97 Each Citri-Clean, 55 Gallon $ 1,075.89 / Drum Diesel Fuel (Equipment) $ 6.84 / Gallon Drum Liner $ 3.48 Each Duct Tape $ 7.88 / Roll Face Shield $ 17.14 Each Hand Auger $ 112.75 Daily H-40 01203.0006 2038724.1 C-9 MATERIALS Description Rates Hepa Vacuum Filter Protectors $ 26.17 Each Hepa Vacuum Replacement Bags $ 26.17 Each Oil Sorbent Pom Poms $ 74.09 / Bale Plastic Bags $ 96.78 / Box Plastic Sheeting $ 96.78 / Roll Rags, 50 Lb Box $ 87.75 / Box Rope 1/2 Poly, 100' Roll $ 42.26 / Roll Rope 5/8 Poly, 100' Spool $ 47.82 / Roll Sample Jars - 1qt $ 17.14 Each Sand Bags $ 4.53 Each Shrink Wrap $ 39.83 Roll Simple Green $ 17.14 / Gal Soda Ash $ 7.88 / Gal Sorbent Boom W/ Jelling Material $ 537.26 / Bale Sorbent Boom, 8"X10" $ 70.61 Each Sorbent Pads 18"X18"X1/4" (200/Bale) $ 116.12 / Bale Superfine, 25 Lb Bag $ 23.97 / Bag Triwall Boxes $ 201.55 Each Vactor Flex Hose 4" $ 2.32 / Foot Vactor Flex Hose 6" $ 3.48 / Foot TOOLS AND OTHER EQUIPMENT Description Rates Bio-Hazard "Blood" Spill Kit $ 134.41 Each Boat Hooks 3'-9' Telescoping $ 9.16 Daily Bobcat Sweeper Attachment $ 284.67 Daily Chest Waders $ 79.77 Daily 14 Portable Gas Powered Abrasive Saw $ 192.40 Daily Com-A-Long - 4000 Lbs $ 7.88 Daily Cutting Torch $ 194.61 Daily Drum Sampling Rod (Glass) $ 9.16 Each Drum Vacuum - 55 Gallon $ 154.78 Daily Extension Ladder $ 17.14 Daily Eyewash Station $ 42.26 Daily Fire Protection Suit (1500 Degree Protection Facto $ 288.14 Daily Fork Lift $ 284.67 Daily Generator, 10kv Trailer Mounted $ 45.50 Hourly Generator, 5500 Watts $ 160.57 Daily Hand Tools $ 68.30 Daily Hand Washing Station $ 64.95 Daily Haz-Cat Kit $ 26.17 / Test Heavy Duty Jetter Nozzles $ 305.04 Daily Hepa Vacuum (Dry) $ 201.55 Daily Hip Waders $ 68.30 Daily Hudson Sprayer $ 26.17 Daily H-41 01203.0006 2038724.1 C-10 TOOLS AND OTHER EQUIPMENT Description Rates Jack Hammer 90 Lbs $ 160.57 Daily Life Jackets $ 20.50 Daily Light Stand (2 Bulbs) $ 47.82 Daily Light Tower (4 Bulbs) $ 384.92 Daily Meals On Spills $ 9.16 Each Mercury Vacuum $ 672.81 Daily Non-Sparking Cold Cutter / Rivet Buster $ 127.58 Daily Non-Sparking Cold Cutter Tips $ 39.83 Each Per Diem Allowance On Travel $ 211.73 Daily Picks "Miners" $ 3.48 Daily Plug & Dike, 1 Lb Can $ 33.00 Each Poly Siphon (Pogo) Pump $ 25.00 Each Portable Restroom W/Sink $ 201.55 Daily Profiling Fee (Per Waste Stream) $ 101.29 Each Radio 2-Way, Intrinsically Safe $ 53.60 Daily Sawzall $ 106.96 Daily Skil Saw $ 47.82 Daily Steel Spikes, 36" $ 6.84 Daily Transfer Hoses, 1 - 4" $ 56.85 Daily Truck Ramps (30,000 Lbs) $ 384.92 Daily Vapor Tight Drop Lights $ 201.55 Daily Ventilation Fan $ 154.78 Daily Water Meter $ 336.99 Daily Water Tank Trailer W/ Pump $ 455.41 Daily Drum Dolly $ 31.84 Daily PERSONAL PROTECTIVE EQUIPMENT (PPE) Description Rates Level "A" - Fully Encapsulated Gas-Tight Suit With Scba $ 639.83 / Set Level "B" - Poly-Tyvek Through Fully Encapsulated Suit, But Not Gas Tight W/Scba $ 201.55 / Set Level "C" - Tyvek Through Saranex Suit W/ Air Purifying Respirator $ 87.75 / Set Level "D" - Tyvek, Poly-Tyvek, Coverall Or Raingear Suit With Gloves, Boots, Hardhat And Safety Glasses $ 42.26 / Set II. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10. H-42 01203.0006 2038724.1 C-11 III. The City will compensate Contractor 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 including itemized receipts or supplier invoices with actual prices paid by the Contractor. C. Line item for all equipment properly charged to the Services. D. Line items for all other approved reimbursable expenses claimed, with supporting documentation. E. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $1,280,000 as provided in Section 2.1 of this Agreement. H-43 01203.0006 2038724.1 D-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Contractor shall perform all work (the sum of City-issued Task Orders) within the durations specified in the Agreement and supplemented by individual Task Orders starting from the date(s) of the Notice(s) to Proceed in each respective Task Order. II. Contractor shall deliver tangible work products to the City by the deadlines specified in the Agreement, as supplemented by City-issued Task Orders. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. H-44 01203.0006 2038724.1 H-45 01203.0006 2038724.1 WORKERS COMPENSATION INSURANCE CERTIFICATE Description of Contract: City of Rancho Palos Verdes Project: _____________________________________________ Type of Insurance: Workers' Compensation and Employers' Liability Insurance THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner. The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy. POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY Workers' Compensation: Statutory Limits Under the Laws of the State of California Employers' Liability: $_________________ Each Accident $_________________ Disease - Policy Limit $_________________ Disease - Each Employee Named Insured (Contractor) Insurance Company Street Number Street Number City and State City and State By (Company Representative) (SEE NOTICE ON NEXT PAGE) H-46 01203.0006 2038724.1 Insurance Company Agent for Service of Process in California: Name Agency Street Number City and State Telephone Number This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein. This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy. NOTICE: No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company. H-47 01203.0006 2038724.1 ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard H-48 01203.0006 2038724.1 to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275. 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Contractual Liability □ Explosion Hazard □ Owners/Landlords/Tenants □ Collapse Hazard □ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability □ Broad Form Property Damage □ Liquor Liability □ Extended Bodily Injury □ □ Broad Form Comprehensive □ General Liability Endorsement □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . (signatures on following page) H-49 01203.0006 2038724.1 I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) H-50 01203.0006 2038724.1 ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard H-51 01203.0006 2038724.1 to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY 11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Any Automobiles □ Truckers Coverage □ All Owned Automobiles □ Motor Carrier Act □ Non-owned Automobiles □ Bus Regulatory Reform Act □ Hired Automobiles □ Public Livery Coverage □ Scheduled Automobiles □ □ Garage Coverage □ 12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . (signatures on following page) H-52 01203.0006 2038724.1 I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) H-53 01203.0006 2038724.1 ADDITIONAL INSURED ENDORSEMENT EXCESS LIABILITY Name and address of named insured (“Named Insured”) Name and address of Insurance Company (“Company”) General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The (“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. H-54 01203.0006 2038724.1 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY □ Following Form □ Umbrella Liability □ 11. Applicable underlying coverages: INSURANCE COMPANY POLICY NO. AMOUNT 12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages: 13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 14. This is an □ occurrence or □ claims made policy (check one). 15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . H-55 01203.0006 2038724.1 (signatures on following page) I, (print name), hereby declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed , 20 Signature of Authorized Representative (Original signature only; no facsimile signature Telephone No.: ( ) or initialed signature accepted) H-56