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CC SR 20260707 L - Award PSA Geologic for DDW 1-6 Permanent Power Design
CITY COUNCIL MEETING DATE: 07/07/2026 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consider awarding a Professional Services Agreement to Geo-Logic Associates, Inc. for professional engineering and design services for the Deep Dewatering Well Permanent Power Project. RECOMMENDED COUNCIL ACTION: (1) Award a Professional Services Agreement (PSA) to Geo-Logic Associates, Inc. (GLA) for engineering and design services for the Deep Dewatering Well (DDWs 1-6) Permanent Power Project (Capital Improvement Project 8308) in the amount of $208,000 with a 15% contingency of $31,200 for a total fee not-to-exceed $239,200; (2) Authorize the Mayor to execute the PSA in a form approved by the City Attorney FISCAL IMPACT: If approved, the recommended Council action will result in an expenditure not-to-exceed $239,200. The project budget is included in the Fiscal Year (FY) 2025-26 and FY 2026-27 Capital Improvement Program (CIP), funded by a Federal Grant under the Legislative Pre-Disaster Mitigation (LPDM) 2023 cycle with a 25% City match using the CIP Fund. VR Amount Budgeted: $1,575,000 (Federal Grant) $ 525,000 (CIP Fund – City Match) Additional Appropriation: N/A Account Number(s): 331-400-8308-8005 (Federal LPDM Grant – Engineering Design) 330-400-8308-8802 (CIP Fund - LPDM Grant Match – Engineering Design) VR ORIGINATED BY: Darius Vitkus, Associate Engineer DV REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Professional Services Agreement with GLA (page A-1) B. Proposal from GLA – Geotechnical Services (page B-1) 1 C. Request for Qualifications for DDW 1 to 6 Permanent Power – Geotechnical Services (page C-1) D. Proposal from GLA – Detailed Design (page D-1) E. Request for Qualifications for DDW 1 to 6 Permanent Power – Detailed Design (page E-1) F. Project Budget Sheet for DDW 1 to 6 Permanent Power Project from FY26 -27 Capital Improvement Program (page F-1) BACKGROUND: Storm water infiltration from significantly wetter than average rainy seasons in 2022-2023 and 2023-2024, which were respectively approximately 193% and 170% of the season average over the past 67 years of the Rolling Hills Fire Station rain gauge, had an adverse effect on the Greater Portuguese Bend – Ancient Altamira Canyon Landslide Complex (Landslide Complex) and resulted in unprecedented land movement. On October 3, 2023, the City Council declared a local emergency within the geographic boundaries of the Landslide Complex, which remains in effect at this time. Since the emergency declaration, the City has implemented various emergency stabilization measures, including the installation of a series of DDWs that have contributed to slowing down land movement. The Klondike Canyon Landslide (KCL) within the Landslide Complex has stabilized, wherein monthly monitoring surveys have shown no measurable horizontal or vertical land movement since October 13, 2024. The City’s consulting geologists have advised the City that DDWs 1 through 6 are a critical aspect of stopping the KCL land movement to below measurable rates and maintaining it in that condition. DDWs function by extracting underground water using a pump that requires a constant source of electric power to operate. Currently, the City’s DDWs are powered by diesel generators because there is no electric infrastructure to them as they are located away from existing power poles. The diesel generators, in addition to their noise and air emissions footprint; are costly and labor intensive to operate, monitor, maintain, and fuel. Furthermore, the generators present a potential fire hazard without costly precautionary measures and sometimes malfunction, which significantly detracts from the dewatering efforts. Permanent electric power is needed to increase reliability, minimize the environmental footprint, and reduce the life cycle cost of operating the dewatering wells. Extending electrical infrastructure is the responsibility of the party receiving power rather than the party providing power, Southern California Edison (SCE), similar to a private development. The City, in cooperation with the SCE, is developing a plan to extend SCE’s electrical infrastructure from the Portuguese Bend Beach Club (PBBC) to distribute power to DDWs 1-6. The FY 2025-26 CIP includes a project to extend permanent power to DDWs 1-6, CIP Project 8308: Portuguese Bend Landslide Remediation – DDWs 1 to 6 Permanent Power project (Attachment F) (“the Project”). 2 Conceptual routes for this power infrastructure have been discussed with the PBBC Board, who has expressed support for the project. However, engineered plans and specifications, environmental compliance documents, and other related professional services are required to construct the Project. To engage with a qualified firm to provide these professional services; Staff advertised Requests for Qualifications (RFQs) three times over the last several months. The first RFQ was issued on July 3, 2025 with a due date of August 1, 2025. The RFQ received zero submissions. An RFQ analysis was performed, and it was determined that the engineering contractors responding to municipal engineering RFQs do not typically include those that specialize in electrical engineering. Therefore, additional outreach to regional consultants with electrical engineering capabilities was performed. The second RFQ was issued August 18, 2025 with a due date of September 12, 2025. Despite conversations with five to six regional engineering firms, zero RFQ responses were submitted. Therefore, Staff reached out to national engineering firms with a local presence. A third RFQ was issued September 30, 2025 with a due date of October 21, 2025. The City received one proposal on January 9, 2026; which was supplemented on March 4, 2026 to include required items (Soils Report and Surveying) not included in the original proposal. Although the revised proposal still did not include one required item (Environmental Reports), the City evaluated the proposal cost and determined that the proposed fee was not fair and reasonable even after attempts to negotiate with the vendor. Overall, Staff concluded that prospective firms were apprehensive to submit proposals because of the risk associated with the Project’s proximity to areas of active movement, lack of information on existing soil conditions, and unknowns regarding environmental compliance requirements; all of which made it difficult to accurately estimate the needed fee and prepare a reliable schedule to accomplish the services. Therefore, Staff re-strategized the procurement approach by issuing three separate RFQs as follows: 1) Geotechnical engineering services 2) Detailed engineering and related design services 3) Environmental compliance services This approach will allow for detailed engineering of core design elements to progress concurrently to the extent possible as geotechnical conditions become better known; and for environmental compliance documents to be prepared at a future date when the design details necessary to inform the scope of the environmental phase are further developed. Staff issued a new RFQ for geotechnical engineering, as well as detailed engineering and related design services in March 2026 and April 2026, respectively; which yielded four and two proposals, respectively, as discussed in the next section of this report. 3 A future RFQ will be issued for environmental compliance services will be issued once enough engineering design information is available. DISCUSSION: Geotechnical Engineering Services On March 20, 2026, Staff advertised an RFQ for geotechnical engineering services for the Project on the PlanetBids platform. The central objective of the scope of services is to prepare a soils report, which is more thoroughly described in the attached RFQ (Attachment C) and includes the following elements necessary to inform the detailed design of the project’s proposed power infrastructure foundations and related supporting structures: • Field exploration summary and boring logs • Laboratory test results • Subsurface conditions • Engineering analyses and design parameters • Foundation and earthwork recommendations • Seismic design criteria • Construction considerations and limitations Proposals were received from four firms by the RFQ deadline, and an evaluation panel of three Staff members ranked the proposals as follows: [continued on next page] 4 Table 1: Summary of Geotechnical Engineering Proposal Evaluation Results The evaluation panel concluded that the proposal of one firm scored in a tier above the remaining proposals. Staff then began negotiations with the top-ranked firm, GLA, for a fee proposal and refined scope (Attachment B). Staff determined that the fee is fair and reasonable by comparison with previously submitted proposals from other firms for similar scopes of work. Detailed Engineering and Related Design Services On April 3, 2026, Staff advertised an RFQ for detailed engineering and related design services for the Project via the PlanetBids platform. The scope of services generally includes the following engineering and design elements, and is more thoroughly described in the attached RFQ (Attachment E): • Site survey, grading, and foundations • Load center and power distribution system • Instrumentation, control, and monitoring systems • Coordination with the electrical utility company • Site security • Preparation of construction documents – plans, specifications and detailed cost estimates 5 Proposals were received from two firms by the RFQ deadline, and an evaluation panel of three Staff members ranked the proposals as follows: Table 2: Summary of Detailed Engineering Proposal Evaluation Results Before Interviews The close results of the evaluation panel scoring merited conducting interviews with each firm, which was done on May 14 and May 18, 2026. After interviews were conducted, the evaluation panel re-scored the proposals from the two interviewed firms, based on the new information from the interviews, and ranked them as follows: [continued on next page] 6 Table 3: Summary of Detailed Engineering Proposal Evaluation Results After Interviews Staff then began negotiations with the top ranked firm, GLA, for a fee proposal and refined scope (Attachment D). Staff determined that the fee is fair and reasonable by comparison with recent previously submitted proposals from other firms for similar scopes of services. PSA Because GLA was selected by staff for both the geotechnical and detailed engineering and related design services for the Project, attached for City Council consideration is a PSA with GLA (Attachment A) that integrates both services discussed above. The project schedule anticipates starting the work included in the scope of the PSA in July 2026 and completing the work by March 2027. Completion of the work described in the PSA is contingent on completion of the Project’s environmental phase, which will commence once the preliminary engineering and design of the project is completed. Staff 7 will return to City Council at a later date to recommend awarding a separate PSA for the environmental phase of the project following release of the relative RFQ described herein. CONCLUSIONS: Staff recommend awarding a PSA (Attachment A) to GLA for both geotechnical and detailed engineering and design services for the Project in the amount of $208,000 with an additional contingency of $31,200 for a not-to-exceed project cost of $239,200. ALTERNATIVES: In addition to Staff recommendation, the following alternative action s are available for the City Council’s consideration: 1. Do not award a PSA to GLA and direct Staff to re-solicit proposals; 2. Take other action, as deemed appropriate. 8 01203.0001/835260.1 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and GEO-LOGIC ASSOCIATES, INC. for Deep Dewatering Wells 1 through 6 Permanent Power Project Portuguese Bend Landslide Remediation A-1 01203.0001/835260.1 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 July 7, 2026 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 geotechnical, professional engineering and design services for the Deep Dewatering Well Permanent Power Project as 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. A-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. A-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 tha n 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (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 A-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 out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. A-5 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 $208,000 (Two Hundred Eight Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9. A-6 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. A-7 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 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”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. A-8 01203.0001/835260.1 8 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. 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 A-9 01203.0001/835260.1 9 by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily 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. A-10 01203.0001/835260.1 10 (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required 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. A-11 01203.0001/835260.1 11 (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. (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. A-12 01203.0001/835260.1 12 (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants , subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, 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’ A-13 01203.0001/835260.1 13 reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the 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 A-14 01203.0001/835260.1 14 and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 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 A-15 01203.0001/835260.1 15 information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed 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 A-16 01203.0001/835260.1 16 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 exercis e 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. A-17 01203.0001/835260.1 17 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be 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. A-18 01203.0001/835260.1 18 No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, 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. A-19 01203.0001/835260.1 19 ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent 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. A-20 01203.0001/835260.1 20 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] A-21 01203.0001/835260.1 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 Paul Seo, 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. A-22 01203.0001/835260.1 B-1 EXHIBIT “A” SCOPE OF SERVICES Consultant shall perform the following engineering and design support services (the Services) for the Deep Dewatering Wells 1 through 6 Permanent Power Project (the Project): 1. Provide technical and engineering support to the Project, including the preparation of plans, specifications and other engineering and construction details, as needed, for the City. 2. Attend Project-related meetings as requested by the City. 3. Review and prepare responses to contractor-generated requests for information (RFIs). 4. Review and prepare responses to contractor-generated submittals to ensure conformance with their associated City-issued tasks. 5. Conduct routine Project site visits, observe construction progress and prepare associated reports and recommendations to the city. 6. Review and comment on any “as-built” records of completed (constructed) improvements. 7. See Consultant’s proposal in Exhibit E for additional details. Deliverables: 1. Preparation of a Technical Memorandum providing a description of the site conditions, site exploration and testing procedures, geotechnical engineering analysis and results and geotechnical recommendations for site preparations, foundation design criteria and surface drainage 2. Topographic survey 3. Construction drawings and specifications at the 60% and 90% design development milestones 4. Complete (100% - level of development) set of construction documents, including stamped plans and technical specifications. All documents shall be in a format acceptable to the city. 5. City permit applications. 6. Completed electrical utility company (SCE) service application(s). 7. Construction RFI responses. A-23 01203.0001/835260.1 B-2 8. Submittal Reviews. 9. Preparation of change order documents: plans, specifications, and other related information to complete the change order work. 10. Review and approve Contractor-submitted redline as-built drawings. 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 1.3, Compliance With Law, is hereby amended as follows: 1.3 Compliance with Law and Federal Funding Requirements. 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 A-24 01203.0001/835260.1 B-3 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: (a) Build America, Buy America Act (BABAA) Compliance Clause (i) Applicability. This project is funded in whole or in part with federal funds, including funds awarded by the Federal Emergency Management Agency (FEMA). As such, the Consultant 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. (ii)Domestic Preference for Infrastructure Projects. In accordance with BABAA, the Consultant 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. (1)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. (2). 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. (3). 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. (iii) Waivers. If the Consultant believes that a specific item or material is not available domestically in sufficient quantity or of satisfactory quality, the Consultant shall promptly notify the City 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 Consultant’s responsibility to support any waiver request with sufficient justification and documentation. (iv)Flow-Down Requirements. The Consultant 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. A-25 01203.0001/835260.1 B-4 (v)Records and Audits. The Consultant 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 City, FEMA, and any other authorized agency upon request. (vi) 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. (b)Financial Reporting and Performance Requirements Clause (Incorporating 2 C.F.R. § 200.327) (i) Financial Reporting Obligations. The Consultant 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 Consultant shall: (1) . 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; (2) Provide information that is accurate, complete, and supported by adequate documentation; (3) Submit reports at the frequency and due dates prescribed by the Recipient (e.g., monthly, quarterly, or as otherwise directed); (4) Provide project status updates, including progress toward performance goals and milestone completion, as requested. (ii)Performance Reporting. If required, the Consultant 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. (iii)Record Retention and Access. The Consultant 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 City, FEMA, DHS, the Comptroller General of the United States, or any of their duly authorized representatives. A-26 01203.0001/835260.1 B-5 (iv)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 Agreement; • Suspension or debarment from future federal awards; • Other remedies as provided under 2 C.F.R. § 200.339 and applicable federal law. (c) 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: (i)Equal Employment Opportunity (Applicable to contracts > $10,000). The Consultant 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 Consultant agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. (ii)Davis-Bacon Act (Applicable to prime construction contracts > $2,000 funded by HUD only). If applicable, the Consultant 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. (iii)Copeland “Anti-Kickback” Act (Applicable to construction or repair contracts > $2,000). Consultant 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. (iv)Contract Work Hours and Safety Standards Act (Applicable to contracts > $100,000). Consultant 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. (v)Rights to Inventions Made Under a Contract or Agreement (Applicable to contracts with research institutions). If this Agreement involves the performance of experimental, developmental, or research work, the Consultant agrees to comply with the requirements of 37 C.F.R. part 401 and any implementing regulations issued by the federal awarding agency. A-27 01203.0001/835260.1 B-6 (vi)Clean Air Act and Federal Water Pollution Control Act (Applicable to contracts > $150,000). Consultant 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. Consultant shall report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). (vii)Debarment and Suspension (Applicable to all contracts). Consultant 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). (viii)Byrd Anti-Lobbying Amendment (Applicable to contracts > $100,000). Consultant 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. Consultant shall complete and submit OMB Standard Form-LLL (“Disclosure of Lobbying Activities”), if applicable. (ix)Procurement of Recovered Materials (Applicable to all contracts for items designated under EPA guidelines). Consultant 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. (x)Access to Records Consultant agrees to provide access to the City, FEMA, the Comptroller General of the United States, or any of their authorized representatives to any books, documents, papers, and records of the Consultant that are directly pertinent to this contract for auditing, examination, or inspection purposes. (xi)DHS/FEMA-Specific Requirements (1)DHS Seal, Logo, and Flags: The Consultant shall not use the Department of Homeland Security or FEMA seal, logo, or flags without prior written consent. A-28 01203.0001/835260.1 B-7 (2)Compliance with Federal Law, Regulations, and Executive Orders: Consultant acknowledges that federal funding requires full compliance with all applicable laws, regulations, executive orders, FEMA policies, and award terms and conditions. (3)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. (4)Program Fraud and False or Fraudulent Statements or Related Acts: Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies 4. 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 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. V. 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. VI. 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 A-29 01203.0001/835260.1 B-8 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. VII. 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. VIII. 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 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 A-30 01203.0001/835260.1 B-9 fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. A-31 01203.0001/835260.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks as follows: A- Geotechnical services as described in Exhibit E for a lump sum price of $15,000. B- Detailed design services as described in Exhibit E for a lump sum price of $193,000. C- Additional work requested by the City shall be performed at the following rates: 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 A-32 01203.0001/835260.1 C-2 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. A-33 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” and will be completed per the durations in the attached proposals. II. The Contract Officer may approve extensions via Change Order for performance of the services for up to one (1) additional year, and in accordance with Section 3.2. Any further extensions require City Council approval. A-34 01203.0001/835260.1 D-1 EXHIBIT “E” CONSULTANT’S PROPOSAL [CONTINUED ON NEXT PAGE] A-35 775 Baywood Drive, Suite 305, Petaluma, CA 94954 • Phone: (707) 953-1837 • www.geo-logic.com May 7, 2026 Darius Vitkus Associate Engineer City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 dvitkus@rpvca.gov Proposal for Limited Geotechnical Study Portuguese Bend Landslide Deep Dewatering Wells 1-6 – Permanent Power Project Rancho Palos Verdes, California Dear Mr. Vitkus, Geo-Logic Associates (GLA) is pleased to present this proposal to perform a limited geotechnical study to support the proposed improvements associated with providing permanent power to service the Portuguese Bend Landslide Deep Dewatering Wells 1-6, located near the toe of the landslide, south of Palos Verdes Drive South (PVDS). GEOTECHNICAL APPROACH TO SCOPE OF SERVICES The goal of the geotechnical portion of the proposed permanent power design project is to work closely with the Power Design engineer to provide geotechnical design parameters that are required for facility construction. Although possible overall land movement is not considered as a requirement or the responsibility of the power design consultant team, it is essential that the on-site experience and expertise of GLA geologists and engineers be at least acknowledged and utilized as part of the project. This will serve to provide the most practical locations and other geotechnical design aspects given the dynamic character of the active landslide. It is our understanding that power pole installation will be done in accordance with existing SEC installation guidelines and do not require specific embedment criteria. Our geotechnical evaluation and exploration will focus on the proposed load center, which will house an electrical switchboard, SCADA and other centrally located equipment on a new structural concrete slab within a secure fenced area. Geotechnical explorations, testing and analysis will be required to provide ground preparation and foundations design components for the concrete slab foundation. Since we have intimate knowledge and experience with the site proper, we will supplement our existing site knowledge by doing hand sampling at the load center site, collection of near surface soils samples, and limited index testing of soils samples to develop geotechnical design parameters for the load center site and slab. No outside excavating or drilling subconsultants will be necessary for our study. Our engineers will review the lab testing results and provide the appropriate geotechnical design parameters to the power design consultant/structural engineer to be used in the slab design. The results of our study will be B-1 Proposal for Limited Geotechnical Study, Portuguese Bend Landslide, Permanent Power Project Page 2 May 07, 2026 summarized in a brief Technical Memorandum including a summary of our work, result and recommendations and signed by a licensed Geotechnical Engineer and Certified Engineering Geologist. The following work items will be included in our study: ⦁ Review of our previous geologic mapping and geotechnical explorations in the immediate vicinity. ⦁ Perform a geologic site reconnaissance to verify existing conditions at the proposed load center site and immediate vicinity. ⦁ Hand sampling to collect bulk samples of the site near-surface soils in order assess existing conditions and obtain representative samples for laboratory testing. ⦁ Limited laboratory testing to determine pertinent engineering properties for geotechnical design including: (i)Plasticity Index (ASTM D4318) (ii)Expansion Index (ASTM D4829) (iii)Sieve Passing #200 (ASTM D11140) (iv)Compaction Test (Curve, ASTM D1557) ⦁ Geotechnical engineering analysis for foundation design parameters. ⦁ Preparation of a Technical Memorandum providing a description of the site conditions, site exploration and testing procedures, geotechnical engineering analysis and results and geotechnical recommendations for site preparations, foundation design criteria and surface drainage. ⦁ Provide Principal Geologist/Engineer consultation. ⦁ Project Management. FEE Our fees for services described above will be performed on a lump-sum basis for $15,000. Any additional requested work will be calculated on a time and materials basis per our Standard 2026 Fee Schedule. Monthly invoices will be submitted for work completed on a percent complete basis. If additional services beyond those listed above are required during this investigation, such as meetings, or due to unforeseen conditions, additional authorization will be requested. AUTHORIZATION To authorize us to perform the services described in this proposal, please provide a Standard City Contract, with mutually agreed upon wording similar to our previous geotechnical contracts with the City. SCHEDULE We are prepared to commence work on this project immediately following your authorization procedures described above. We will coordinate our field visit within 1 week of receiving authorization. Laboratory testing will take 2-3 weeks following our site visit and our Technical Memorandum will be available approximately 2 weeks after receipt of our laboratory testing results. B-2 Proposal for Limited Geotechnical Study, Portuguese Bend Landslide, Permanent Power Project Page 3 May 07, 2026 CLOSURE We thank you for considering GLA for this project. If you have any questions, please contact us at (707) 953-1837. Sincerely, Geo-Logic Associates William V. McCormick, CEG Mohsen Mahdavi, PhD, GE Principal Engineering Geologist Principal Geotechnical Engineer B-3 ! 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" #$%$$ &'()*)+,-.)'/0'1)0)1)-.)2'31/4).56',-2'.*7)-5'1)+7)8'/0'3)10/19,-.)'2:17-;' 5</6)'31/4).56' ' 2='>1;,-7?,57/-',-2'@5,007-;'ABCD=' &'E+,7*,F7*75G'/0'H)G'65,00'5/'3)10/19'5<)'6)1+7.)6'5<1/:;</:5'5<)'2:1,57/-'/0' 5<)'31/4).5' &'E667;-9)-5'/0',331/317,5)'65,00'7-'5<)'17;<5'-:9F)16'5/'3)10/19'5<)'@./3)' /0'@)1+7.)6'' &'IJJKLJKMNOPQRLSSTUMRNOMLUQNUVQKPJLKOMUWQKPXNOMLUYZMJYQOLQSPPOQOZPQ[MO\]YQ -))26' ' )='^:,*75G'_/-51/*'ABCD=' &'E2)`:,5)'799)27,5)'6:3)1+767/-',-2'1)+7)8'/0'65,00'3)10/197-;'5<)'8/1H' ,6'8)**',6',331/317,5)'7-2)3)-2)-5'3))1'1)+7)8'/0'5<)'8/1H'FG'`:,*707)2' 5).<-7.,*'65,00'-/5'/5<)1876)'7-+/*+)2'7-'5<)'31/4).5a' b ca'@)*).57/-'d1/.)66' E-')+,*:,57/-'3,-)*'87**'1)+7)8',**'@5,5)9)-56'/0'^:,*707.,57/-6'6:F9755)2',-2' 6)*).5'5<)'5/3'07196a'e<)6)'5/3'07196'9,G'5<)-'F)'7-+75)2'5/'9,H)','A+715:,*=' 31)6)-5,57/-'5/'5<)')+,*:,57/-'3,-)*f',5'-/'./65'5/'5<)'_75Ga'e<)'3,-)*'87**'6)*).5' 5<)'0719gQMhQNU\gQiZMRZQjPYOQhTXhMXXYQOZPQ[MO\]YQKPkTMKPSPUOYl'e<)'_75G'87**'5<)-'0:15<)1' 1)07-)'5<)'6./3)',-2'6.<)2:*)'875<'5<,5'0719',-2'1)`:)65','-/5'5/')m.))2'31/3/6,*a' e<)'_75G'87**'-);/57,5)'5<)'0))'875<'5<,5'0719a'e<)'_75G'1)6)1+)6'5<)'17;<5'5/'-);/57,5)' 63).7,*'1)`:71)9)-56',-2'31/3/6)2'6)1+7.)'*)+)*6':67-;'5<)'6)*).5)2'31/3/6,*',6' ,'F,676a'n0'5<)'_75G'76':-,F*)'5/'-);/57,5)',-',;1)),F*)'0))'0/1'6)1+7.)6'875<'5<)'5/3' 0719f'5<)'_75G'87**'-);/57,5)'875<'5<)'-)m5'0719'.</6)-',9/-;'5<)'5/3'07196a' ' oa'E8,12'p/5707.,57/-' e<)'_75G'87**'-/570G',**'6:F9755)16'7-'81757-;'/0'5<)'/:5./9)'/0'5<)'6)*).57/-'31/.)66' ,-2'7-5)-5'5/',8,12a'e<76'(q^'2/)6'-/5'./9975'5<)'_75G'5/',8,12',-',;1))9)-5f' -/1'3,G',-G'./656'7-.:11)2'7-'5<)'31)3,1,57/-',-2'6:F97667/-'/0'5<)'31/3/6,*'7-' ,-57.73,57/-'/0',-',;1))9)-5a'e<)'_75G'1)6)1+)6'5<)'17;<5'5/'1)4).5',-G'/1',**' 6:F9755,*6f'/1',-G'3,15'5<)1)/0f'5/'8,7+)',-G'0/19,*757)6'/1'7-0/19,*757)6f',-2'5/' ,8,12'5<)',;1))9)-5'5/'5<)'0719'2))9)2'5/'F)'7-'5<)'F)65'7-5)1)65'/0'5<)'_75G',-2' 5<)'r)3,159)-5a' ' sa'E8,12'/0'E;1))9)-5' e<)'6)*).5)2'0719'6<,**'F)'1)`:71)2'5/')-5)1'7-5/','81755)-',;1))9)-5'875<'5<)'_75Gf' 7-','0/19',331/+)2'FG'5<)'_75G'E55/1-)Gf'5/'3)10/19'5<)'@./3)'/0'@)1+7.)6a'@))' 6,93*)',;1))9)-5'7-'E55,.<9)-5'Ea'e<76'(q^',-2'5<)'31/3/6,*f'/1',-G'3,15' 5<)1)/0f'9,G'F)'7-./13/1,5)2'7-5/',-2'9,2)','3,15'/0'5<)'07-,*',;1))9)-5t'</8)+)1f' 5<)'_75G'1)6)1+)6'5<)'17;<5'5/'0:15<)1'-);/57,5)'5<)'5)196',-2'./-2757/-6'/0'5<)' ,;1))9)-5'875<'5<)'6)*).5)2'./-6:*5,-5a'e<)',;1))9)-5'87**f'7-',-G')+)-5f'7-.*:2)' ,'9,m79:9'u-/5'5/')m.))2u'./65'5/'5<)'_75Ga' C-10 City of Rancho Palos Verdes RFQ- Portuguese Bend Landslide Emergency Response Program – DDW Re-Drilling March 27, 2026 ATTACHMENT A Sample Professional Services Agreement C-11 01203.0006/770637.1 PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ___________________________ C-12 -1- 01203.0006/770637.1 AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ______________________________ THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into on July 1, 2026 by and between the City of Rancho Palos Verdes, a California municipal corporation (“City”) and ____________________ (“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 C-13 -2- 01203.0006/770637.1 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. The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Portuguese Bend Landslide Emergency Stabilization, 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. 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 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 C-14 -3- 01203.0006/770637.1 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.” 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 C-15 -4- 01203.0006/770637.1 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. (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 C-16 -5- 01203.0006/770637.1 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 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. C-17 -6- 01203.0006/770637.1 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. (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 C-18 -7- 01203.0006/770637.1 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 $1,500,000 (One Million Five 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. 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 C-19 -8- 01203.0006/770637.1 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. 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 C-20 -9- 01203.0006/770637.1 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) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its discretion, extend the Term by one additional one-year term. 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: ________________________ ________________________ C-21 -10- 01203.0006/770637.1 (Name) (Title) ________________________ ________________________ (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 Ramzi Awwad 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 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, C-22 -11- 01203.0006/770637.1 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 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 C-23 -12- 01203.0006/770637.1 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. (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 C-24 -13- 01203.0006/770637.1 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: (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, 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 C-25 -14- 01203.0006/770637.1 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) 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, C-26 -15- 01203.0006/770637.1 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 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 C-27 -16- 01203.0006/770637.1 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 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 C-28 -17- 01203.0006/770637.1 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 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 C-29 -18- 01203.0006/770637.1 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 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 C-30 -19- 01203.0006/770637.1 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. 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, C-31 -20- 01203.0006/770637.1 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 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. C-32 -21- 01203.0006/770637.1 (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. 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 C-33 -22- 01203.0006/770637.1 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 ___________________________ Dollars ($_________) 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 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 C-34 -23- 01203.0006/770637.1 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. 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 C-35 -24- 01203.0006/770637.1 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 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. C-36 -25- 01203.0006/770637.1 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 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 _______ C-37 -26- 01203.0006/770637.1 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] C-38 -27- 01203.0006/770637.1 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 ____________________________________ Paul Seo, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William Wynder, City Attorney CONTRACTOR: ____________________________________ By: _______________________________ Name: Title: By: _________________________________ Name: Title: Address: 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. C-39 01203.0006/770637.1 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 and engineering design for each Task are completed by the City (including any of its consultants), with input from the Contractor, the City’s geotechnical engineering consulting firm, and the City’s geologist. 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 “E”, 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 C-40 01203.0006/770637.1 A-2 have been discovered despite the Contractor’s due diligence, may be approved pursuant to a change order. 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 will 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: Re-instating (“re-drilling”) and/or replacing existing deep dewatering wells (DDWs) have been damaged by land movement or otherwise. See attachments “A-1” and “A- 2” showing the approximate location of existing DDWs and relative approximate as- constructed details, respectively. The City, under the authorization of the City Council, reserves the right to include the installation of additional DDWs as part of the scope of work. Based on field conditions, existing access roads, trails and paths (access routes) may require repairs or modifications, or new access routes created. The Contractor and City shall mutually-agree on the responsible party for performing such work (i.e., the Contractor or by others) and associated conditions and scope of work before a notice- to-proceed is issued. VI. In addition to the requirements of Section 6.2 and any other requirements included in a Task, during performance of the work, Contractor will keep the City apprised of the status C-41 01203.0006/770637.1 A-3 of performance by delivering daily and weekly logs of work performed and updated performance schedules as further required in a Task. VII. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. VIII. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition. IX. City will be responsible for securing all rights and interests needed to provide Contractor with access to the work site or other areas where work will be performed, including necessary staging areas. C-42 01203.0006/770637.1 EXHIBIT A-1 LOCATION MAP OF EXISTING DEEP DEWATERING WELLS [Attached] C-43 01203.0006/770637.1 EXHIBIT A-2 DEEP DEWATERING WELLS AS-BUILT SCHEDULE [Attached] C-44 01203.0006/770637.1 B-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 1.8, “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. C-45 01203.0006/770637.1 B-2 2. 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. C-46 01203.0006/770637.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Contractor shall perform all work at the rates submitted as part of Contractor’s Proposal (Exhibit “E”), and listed below: II. With respect to each completed Task, a retention of five percent (5%) shall be held from each respective payment as a contract retention to be paid upon satisfactory completion of services and the Contractor has requested release of the retention in writing. 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 and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the amount specified in Section 2.1 of this Agreement and as further specified in City-issued Tasks. C-47 01203.0006/770637.1 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. C-48 01203.0006/770637.1 E-1 Exhibit E CONTRACTOR’S BID PROPOSAL [Attached] C-49 01203.0006/770637.1 E-1 PERFORMANCE BOND WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as follows:__________________________________________________; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder. Executed on 20___. PRINCIPAL (Seal if Corporation) By Title (Attach Acknowledgment of Authorized Representative of Principal) C-50 01203.0006/770637.1 E-2 Any claims under this bond may be addressed to: (name and address of Surety) (name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent in California) (Attach Acknowledgment) SURETY By (Attorney-in-Fact) APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. C-51 01203.0006/770637.1 PAYMENT BOND (Labor and Material Bond) WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as follows:__________________________________________________; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder. C-52 01203.0006/770637.1 Executed on , 20____. PRINCIPAL (Seal if Corporation) By Title (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: (name and address of Surety) (name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent in California) (Attach Acknowledgment) SURETY By (Attorney-in-Fact) APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. C-53 01203.0006/770637.1 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) C-54 01203.0006/770637.1 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. C-55 01203.0006/770637.1 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 C-56 01203.0006/770637.1 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) C-57 01203.0006/770637.1 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) C-58 01203.0006/770637.1 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 C-59 01203.0006/770637.1 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) C-60 01203.0006/770637.1 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) C-61 01203.0006/770637.1 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. C-62 01203.0006/770637.1 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 . C-63 01203.0006/770637.1 (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) C-64 City of Rancho Palos Verdes RFQ- Portuguese Bend Landslide Emergency Response Program – DDW Re-Drilling March 27, 2026 ATTACHMENT B DDW Location Map and Typical Construction C-65 C-66 1 2 A B C D E PBL (ft) Altamira Landslide (ft) Diameter of DDW (in) Diameter of PVC (in) Total Drill Depth (ft) Non-Perforated PVC Depth (ft) Perforated / Slotted PVC 0.02" Depth (ft) DDW-8B Jan 2026 140 - 174 245 18 12 260 12" Dia E - Perf Screen D - PVC 3/8" Pea Gravel Bentonite Seal 3/8" Pea Gravel 243'-0' 243'-103' 103'-0' 260'-90' 95'-90' 90'-0' [from 0 to 120][from 120 to 260]140 Drilling Completed - 2/11/26 243' deviation accepted by GLA on 2/12/26 DDW-4A Jan 2026 25-49 199 18 12 220 12" Dia E - Perf Screen D - PVC 3/8" Pea Gravel Bentonite Seal 3/8" Pea Gravel 223'-0' 222'-21' 21'-0' 223'-15' 15'-10' 10'-1' [from 0 to 20][from 20 to 220]145 Drilling Completed - 2/24/26 DDW-6A Jan 2026 85-90 240 18 12 260 12" Dia E - Perf Screen D - PVC 3/8" Pea Gravel Bentonite Seal 3/8" Pea Gravel 247'-0' 247'-87' 87'-0' 247'-80' 80'-75' 80'-0' [from 0 to 100][from 100 to 260] 150 168' - 2/26/26 Drilling Completed - 2/24/26 247' deviation accepted by GLA on 2/20/26 DDW-3A Feb 2026 25-49 199 18 12 220 12" Dia E - Perf Screen D - PVC 3/8" Pea Gravel Bentonite Seal 3/8" Pea Gravel [from 0 to 20][from 20 to 220]145 DDW-5B Feb 2026 25-49 199 18 12 220 12" Dia E - Perf Screen D - PVC 3/8" Pea Gravel Bentonite Seal 3/8" Pea Gravel [from 0 to 20][from 20 to 220]145 Deep Dewatering Wells (DDW) Redrill Table Updated 3/4/2026 Notes & Other InformationDeep Dewatering Well Pump Depth (ft)As-Built Depths (ft) C-67 PAGE 1 OF 4 April 3, 2026 ADDENDUM NO. 1 to the Request for Qualifications for the Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 Through 6 Permanent Power Project Geotechnical Engineering This Addendum forms a part of the Request for Qualifications for the DDW 1 to 6 Permanent Power Geotechnical Engineering and modifies the original Request for Qualifications. Each bidder shall be responsible for ascertaining, prior to submitting a bid, that it has received all issued Addenda and shall ACKNOWLEDGE RECEIPT OF THIS ADDENDUM ON THE PROPOSER’S CERTIFICATION, attached. A proposer’s failure to address the requirements of this addendum or failure to acknowledge the receipt of this addendum may result in that bid being rejected. The bidder shall execute the Certification at the end of this addendum and attach the certification to the proposal. Item 1 Question: Could the verification of good standing not be counted in the 2 page limit? Answer: Yes. That is acceptable. Item 2 Question: Can the City provide existing geotechnical reports, borings, monitoring data, and DDW design documentation for the site? Answer: The City will provide existing geotechnical reports, borings, monitoring data, and DDW design documentation for the site to the top selected firm for help in developing their Item 3 Question: What is the anticipated number, depth, and location of borings? Answer: Item 4 Question: Are there access constraints due to landslide conditions or active wells? Answer: Yes. The top selected firm can perform a site visit as part of the detailed proposal Item 5 Question: Is the consultant expected to perform slope stability or landslide analysis, or is the scope C-68 PAGE 2 OF 4 Answer: The current scope of work is limited to foundation support for electrical infrastructure. Item 6 Question: Are there target factors of safety or design criteria for slope stability? Answer: Item 7 Question: Is groundwater monitoring, piezometer installation, or hydrogeologic analysis required as part of this scope? Answer: Groundwater monitoring, piezometer installation, or hydrogeologic analysis is not required Item 8 Question: Will dewatering system performance data be provided? Answer: The City will provide dewatering system performance data to the top selected firm for help in developing their proposal. Item 9 Question: Is the work to be completed for all DDWs (1–6) concurrently, or phased? Answer: The development of a soils report for the Permanent Power project is not expected to Item 10 Question: What is the required turnaround time for draft and final reports after fieldwork? Answer: See Section V of the RFQ for Schedule information. Item 11 Question: Will the City/SCE provide equipment loads, foundation layouts, and design criteria, or is the consultant expected to assume preliminary values? Answer: If this information is required for the development of a soils report, then the City will work in collaboration with the top selected firm in developing their proposal. Item 12 Question: Are there environmental, coastal, or emergency permitting constraints affecting drilling operations? Answer: Item 13 Question: Is the geotechnical report intended to support conceptual design, 30%, or final design? Answer: Item 14 Question: Are there known hazards (voids, gas, contamination, unstable zones) that may impact fieldwork? Answer: C-69 PAGE 3 OF 4 There are no known hazards (voids, gas, contamination, unstable zones) that would impact Item 15 Question: Is there an anticipated budget range or level-of-effort expectation for this assignment? Answer: The City will provide this information, if it exists, to the top selected firm during the proposal Item 16 Question: Will the City provide topographic survey / base mapping? Answer: The City will provide this information, if it exists, to the top selected firm during the proposal negotiation process. Item 17 Question: Are traffic control or public outreach requirements expected? Answer: Item 18 Question: Will there be ongoing monitoring or construction-phase services? Answer: Ongoing monitoring or construction-phase services, if required, will be negotiated with the top selected firm. End of Addendum No. 1 Any questions regarding this Addendum should be directed to Darius Vitkus, at dvitkus@rpvca.gov or (310) 544-5314. C-70 PAGE 4 OF 4 PROPOSER'S CERTIFICATION I acknowledge receipt of the foregoing Addendum No. 1 and accept all conditions contained therein. ___________________________ Proposal’s Signature ___________________________ ____________________ By Date Please sign above and include this signed addendum (without attachments) in the proposal package. Failure to do so may result in that bid being rejected. C-71 775 Baywood Drive, Suite 305, Petaluma, CA 94954 • Phone: (707) 953-1837 • www.geo-logic.com June 4, 2026 Darius Vitkus Associate Engineer- City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 dvitkus@rpvca.gov Proposal for Power Supply Design- Portuguese Bend Landslide Deep Dewatering Wells 1-6 – Permanent Power Project Rancho Palos Verdes, California Dear Mr. Vitkus: Geo-Logic Associates (GLA) and our teaming partners are pleased to present this proposal to provide permanent power design to service the Portuguese Bend Landslide Deep Dewatering Wells 1-6, located near the toe of the landslide, south of Palos Verdes Drive South (PVDS). As you are aware, our team consists of the following subconsultants with their associated areas of expertise: •Vela Engineers Team – Electrical, mechanical and controls system, structural •McGee Surveying Consulting – Surveying •Geo-Logic Associates – Project Management and Civil design support We request that the City carefully review the proposed services, as well as the exclusions, so that we are providing all of the services the City anticipates that it will need for this project. If there are any additional services needed that are not included in this proposal, the GLA team will revise our scope and fee as necessary. POWER DESIGN SCOPE OF SERVICES - Vela Team The Vela team will design and coordinate new main electrical service energized by local utility company for (6) deep water pumps. Provide mechanical control design for the pump system, including coordination and integration of pumps, variable frequency drives, flow meters, and water depth. Work shall include development of control sequences, control diagrams, points lists, and coordination requirements for equipment startup, shutdown, alarms, safeties, and operating modes. Services Included: The following is the list of services the Vela Team shall provide on the project: 1)(1) Site visit to confirm existing conditions 2)(6) Virtual conference calls D-1 Proposal for Deep Dewatering Wells 1-6 – Permanent Power Project, Portuguese Bend Landslide Page 2 June 04, 2026 3)Professional Engineers stamp and signature 4)Division 26, 27, and 28 specifications 5)Response to Plan Check Comments 6)Review and advise on Cost Estimates 7)Submittals: 60%, 90% and 100% CD’s 8)Plan submittal to City agency for permitting 9)Memorandum of data collection from pre/post construction 10)Presentation to City: a.Summary of presentations and summary b.Prepare staff report c.Deliver Presentation 11)Electrical: a.Single line diagram b.Panel Schedules c.Load calculations d.Voltage drop calcs e.Site pump power layout f.Utility power routing g.Electrical details h.Coordination and ARC Flash Study along with Labels for Equipment 12)Plumbing: a.Design VFD for pumps 13)Controls System: a.Design of controls for monitoring of pumps b.Sequence of operations c.User interface with system status d.Details as needed 14)Structural: a.Design of concrete pad for main electrical service b.Required calculations 15)Dry Utility Coordination: a.Electrical utility coordination b.Completion of applications c.Plan submittals to utility companies d.Site meeting with involved utilities 16)Construction Administration a.Response to Bid RFI’s b.Revisions to bidding documents based on RFI’s c.Review of Bids D-2 Proposal for Deep Dewatering Wells 1-6 – Permanent Power Project, Portuguese Bend Landslide Page 3 June 04, 2026 d.Response to RFI’s e.Review and respond to Submittals f.(1) Pre-Bid Meeting g.(1) Construction Meeting h.(1) Punch walk with Final Punch List i.Preparation of - per contractor redlines Services Excluded: The following is a list of services and/or information not included on the subject project, but could be provided on an additional service basis: 1)Any item not listed under the “Services Included” items shall be considered as “Excluded” and not part of the overall Scope of Work 2)Design of Solar PV/BESS Systems (Construction Drawings) 3)Load recordings of existing panels or switchgear 4)EV charger layout and circuiting 5)Structural Pole Base Calculations 6)Design or construction commissioning services 7)LEED documentation 8)Low Voltage/Security/Access Control/Fire Alarm/PA System Design 9)Verifying locations of existing underground utilities 10)Detail Cost Estimate 11)Attendance at bid job walks 12)Dry Utility Coordination such as Fiber, Telephone, CATV and Gas 13)All work to be performed between 7:00 am and 5:00 pm, Monday through Friday. Work onsite outside of this period is excluded. SCOPE OF SERVICES - McGee Surveying Consulting Provide a Topographic Site Survey, over the area located at or near Yacht Harbor Drive, Portuguese Bend, Rancho Palos Verdes, based upon a field survey utilizing GPS, UAV and Conventional Survey Methods. The purpose is to conduct a comprehensive field survey to depict the existing topography within the designated project area to collect accurate data over the area around the proposed load center pad, six existing wells and the access road connecting the load center pad to the existing six wells; in support of the overall power supply design project. New topographic data will be utilized as part of the base map for this project. It appears as though this project is located within the City property AP#7572-019-901, in which case no boundary survey should be necessary. If access to the City’s GIS files is permitted, an overlay of this parcel can be added to the topographic map. McGee will also provide one site visit for construction staking of the load center slab and will also return to establish a surface survey monument on the slab and up to three of the new power poles to be included in the standard periodic surveys they perform for the city. D-3 Proposal for Deep Dewatering Wells 1-6 – Permanent Power Project, Portuguese Bend Landslide Page 4 June 04, 2026 Services Excluded: The following is a list of services and/or information not included on the subject project, but could be provided on an additional service basis: Services required for the acquisition of any off-site easements or right-of-way, if needed. Potholing of any utilities. Placing any physical survey markers on boundary lines. Preparation of any plans, documents, exhibits other than those specified in the scope of work. Determining encroachments or ownership of existing site improvements. Construction consulting services. SCOPE OF SERVICES - Geo-Logic Team As the Prime, the Geo-Logic team will provide project administration and management services and coordination with the teaming partners to ensure timely progress and on-time scheduling of deliverables. Our services will include various aspects of civil engineering support to the design team for construction procurement, civil design support for plan sheets, preparation of a presentation to the City, budget controls and accounting, as well as schedule management as outlined in the RFQ. FEE Our fees for services described above will be performed on a Lump Sum/Percent Complete Basis with a budget of $193,000.00. A general breakdown of the associated fees is included in Exhibit A (attached). Any additional requested work will be calculated on a time and materials basis per our Standard 2026 Fee Schedule submitted with our SOQ submittal. Monthly invoices will be submitted for work completed in that time period. If additional services beyond those listed above are required, authorization for additional fees will be requested. AUTHORIZATION To authorize us to perform the services described in this proposal, please provide a Standard City Contract, with mutually agreed upon wording similar to our previous geotechnical contracts with the City. SCHEDULE We are prepared to commence work on this project immediately following your authorization procedures described above. We will coordinate our work with City staff as appropriate. We anticipate that the 60% submittal can be provided approximately 6-8 weeks after authorization and the 100% submittal for final review approximately 6 weeks after receipt of 60% comments back from the City. D-4 Proposal for Deep Dewatering Wells 1-6 – Permanent Power Project, Portuguese Bend Landslide Page 5 June 04, 2026 CLOSURE We thank you for choosing the GLA Team for this project. If you have any questions, please contact us at (707) 953-1837. Sincerely, GEOLOGIC ASSOCIATES, INC. William V. McCormick, CEG Project Manager/Principal Engineering Geologist Attachment: Exhibit A - Cost Breakdown D-5 Subconsultants Contract Type Contract Amount Markups By GLA Totals Total Estimate $193,000.00 ESTIMATED COST BREAKDOWN- EXHIBIT A Project: Deep Dewatering Wells 1-6 – Permanent Power Project Location: Rancho Palos Verdes McGee Surveying Consulting Lump Sum $14,000.00 15% $16,100.00 Geo-Logic Associates Time and Material $63,424.00 - $63,424.00 Vela Engineers Team Time and Material $113,476.00$98,675.00 15% D-6 Page 1 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 City of Rancho Palos Verdes Request for Qualifications Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 Through 6 Permanent Power Project Public Works Department Attention: Darius Vitkus, Associate Engineer 30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275 Phone: 310.544.5314 | Email: dvitkus@rpvca.gov RFQ Release Date: April 3, 2026 Request for Clarification Deadline: April 17, 2026 RFQ Submittal Deadline: April 24, 2026 E-1 Page 2 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 Through 6 Permanent Power Project The City of Rancho Palos Verdes is requesting proposals from qualified consulting firms to design and provide engineering support for the installation of permanent power infrastructure for six existing deep dewatering wells (DDWs) that are part of the City’s Portuguese Bend Landslide Stabilization Measures. All correspondence and questions regarding this RFQ should be submitted via email to: Darius Vitkus, Associate Engineer Email: dvitkus@rpvca.gov Phone: 310-544-5314 To be considered for this project, submit an electronic copy of the qualifications to the above email address by 4:30PM, on April 24, 2026. E-2 Page 3 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 TABLE OF CONTENTS I. Introduction Page 4 II. Project Objective Page 4 III. Project Description and Background Page 4 IV. Scope of Services Page 5 V. Preliminary Project Schedule Page 8 VI. Necessary Qualifications and Submittal Requirements Page 9 VII. Submission of Qualifications Page 11 VIII. Evaluation and Selection Process Page 11 IX. Attachments Attachment A – Sample Professional Services Agreement Attachment B – Permanent Pump Power – Field Analysis Attachment C – DDW Pump and Motor Information E-3 Page 4 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 I. INTRODUCTION The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal community, with a population of approximately 42,000, located on the Palos Verdes Peninsula of southwestern Los Angeles County. The City is a contract city, meaning that some services are provided by contract with agencies (both public and private) and some services are delivered by the City’s own employees. City Government: Rancho Palos Verdes is a General Law City and has operated under the Council-Manager form of government since its incorporation in 1973. Policy-making and legislative authority are vested in the governing City Council, which consists of five Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on an annual budget cycle. The purpose of this document is to provide potential bidders with the information needed to submit qualifications for review by the City and, if selected, enter into a Professional Service Agreement with the City. Enclosed is a blank Professional Services Agreement form for review. Bidders are advised that any work contracted under this RFQ may be funded in whole or in part with federal funds. All terms and conditions applicable to any federal funds used will be applied and enforced to ensure compliance with funding terms and conditions. II. PROJECT OBJECTIVE The City is requesting proposals from qualified consulting firms that will provide engineering services to fulfill the project objective: to install permanent electric infrastructure to power the City’s DDWs 1 to 6, which includes: 1) providing a means of efficient and reliable long-term power to the City’s DDWs 1 through 6, 2) establishing a schedule and budgetary estimates for the proposed improvements, and 3) providing bidding and construction support. III. PROJECT DESCRIPTION AND BACKGROUND The City of Rancho Palos Verdes is home to the Greater Portuguese Bend Landslide Complex, or Landslide Complex. The landslides have been active since the 1950s. The 2022-2023 and 2023-2024 rainy seasons brought exceptional amounts of rain to the region. The City’s recent studies of the land movement have correlated the rate of land movement with the volume of annual rainfall. Much of this rainfall is not draining to the nearby Pacific Ocean, and as a result, the Landslide Complex has been subject to significant land movement. On October 3, 2023, the City Council declared a local emergency within the geographic boundaries of the Landslide Complex. The local emergency remains in effect. Since the emergency declaration, the City has implemented various emergency stabilization measures, including the installation of a series of DDWs that have contributed to slowing down land movement. Some areas in the landslide complex have stabilized, wherein land movement has not been detected by recent monthly monitoring surveys, including near areas where the first DDWs (1 through 6) are located. E-4 Page 5 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 To extract underground water, each DDW uses a pump that requires a constant source of electric power to operate. Currently, the dewatering wells are powered by diesel generators because there is no electric infrastructure to them. The diesel generators, in addition to their noise and air emissions footprint, are costly and labor intensive to operate, monitor, maintain, and fuel. Furthermore, the generators present a potential fire hazard and sometimes malfunction, which significantly detracts from the dewatering efforts. Permanent electric power is needed to increase reliability, minimize the environmental footprint, and reduce the life cycle cost of operating the dewatering wells. Southern California Edison (SCE), in cooperation with the City, are developing a plan to extend SCE’s electrical utility service to a location that can be connected to a centralized “load center” that would further distribute power to each of the wells. The conceptual plan developed by the City and SCE is included as Attachment B. Information on existing pumps and controllers is included as Attachment C. IV. SCOPE OF SERVICES The City is accepting Qualifications from prospective consulting firms to perform the following scope of services. The scope includes taking the project from the current conceptual design to final design drawings and specifications. A soils report of the area will be provided by the City to help facilitate the design of the load center foundation. The selected consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described above. The successful consultant shall expand on the tasks noted below, where appropriate, and provide suggestions which might lead to efficiencies and enhanced results. The scope of work, includes, but is not limited to the following: Scope of Work 1. Electrical Engineering and Design: a. Develop single line diagram, panel schedules, and installation drawings for new power poles, conductors, load center design (including specification of electrical equipment to be purchased), b. Serve as main point of contact with SCE, c. Development of an electrical model to be used in performing a coordination study and arc flash analysis. d. The load center should be designed to include a provision for 50% more future power needs. In the event that utility power is not available for any reason, the new load center shall have a means available to back feed the system from a single temporary generator if necessary. Parallel generation is NOT required. E-5 Page 6 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 2. Instrumentation Engineering and Design: a. Variable frequency drives specification for pump control, remote monitoring, and associated interconnecting wiring. 3. Civil Engineering and Design: a. Design of load center foundation, b. Load center fencing, c. Site survey, and d. Site grading. 4. Recommendations and Estimates a. The recommendations are to be summarized in a Technical Memorandum that describes the pre- and post-development conditions. b. Draft schematic layouts or conceptual drawings representative of the proposed solution to be presented to City Council. 5. Presentation to City Council/Stakeholders a. The City may request the selected firm to participate in public meetings and provide a summary presentation of the findings. b. Prepare a written staff report to the Infrastructure Management Advisory Committee and the City Council summarizing the findings of the project and recommendations made, including conceptual solutions and estimates. c. Prepare and deliver a presentation to the Infrastructure Management Advisory Committee and City Council. 6. Prepare Construction Plans and Specifications a. Develop construction plans, including all necessary sheets, including but not limited to cover sheet, general notes, boundary/topographic survey, existing site plan, demolition plan, proposed site plan, plan and profile for the entire length of proposed improvement, restoration plan, utility conflict management or relocation plan, erosion control plan, stormwater pollution prevention plan, traffic control plans, staging and logistics plan, and construction details. b. Plans should include all necessary details and notes pertinent to the project. c. Construction plans are to be prepared using Autodesk AutoCAD or Civil3D, using appropriate scales, and plotted on 24”x36” (Arch D) sheets. d. All construction plan sheets shall be stamped by a licensed Professional Engineer registered in the State of California. Surveys shall be stamped by a licensed Land Surveyor registered in the State of California. e. All construction plan sheets shall include a box for City administrative approval by the Director of Public Works in the signature block. f. All construction plans shall be delivered to the City electronically in PDF format. g. Upon completion of design, native files (.dwg, models, etc.) shall be provided to the City. 7. Permits a. Prepare and submit permit application packages to each agency. E-6 Page 7 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 b. As part of this project the City will be working with the California Coastal Commission to internally review project requirements. 8. Construction Procurement a. Prepare a Notice Inviting Bids using the final plans, specifications, and bid documents combined with the City’s standard forms and contract. b. Conduct a pre-bid conference including preparing an agenda, chairing the conference, and producing meeting minutes. c. Respond to Requests for Information during the bidding process. d. Evaluate bids and make a recommendation to award. Prepare a memorandum documenting the recommendation including, at a minimum: i. Determining if each bid is responsible and responsive. ii. Irregularities. iii. Significant deviations of a bid from other bids that may indicate a lack of understanding of the bid documents. iv. Lowest bid. e. Prepare a City Council Staff Report, using the City’s template, to recommend award of a construction contract. f. Prepare and deliver a presentation to the City Council to recommend award of a construction contract. 9. Administration & Coordination a. Prepare monthly project status report to the City including, but not limited to: i. Budget status with expenditures to date vs approved budget and change orders. ii. Current schedule vs baseline schedule including breakdown of major milestones. iii. Summary of activities from prior month. iv. Summary of activities for upcoming month. b. Hold meetings as needed and communicate with City Staff to obtain guidance, resolve issues, and receive decisions. 10. Schedule Management a. Develop a detailed project schedule using the critical path method. Schedule shall encompass the start of the project through completion of all identified tasks. b. Regularly assess progress of work, identify schedule risks and develop mitigation strategies to avoid delays, document realized delays with reason for delay, develop plan to recover from schedule delays. c. Provide timely schedule updates to City. Consultant shall complete other tasks deemed necessary for the accomplishment of a complete and comprehensive outcome as described in the project objective. Consultant shall expand on the above-noted tasks, where appropriate, and provide suggestions which might lead to efficiencies and enhance the results or usefulness of the work. E-7 Page 8 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 Deliverables As part of the Services, Consultant will prepare and deliver the following tangible work products to the City. Additionally, Consultant shall deliver all electronic files generated as part of the Project (including but not limited to Model Files, GIS Maps, CAD Drawings) 1. Memorandum Summarizing Data Collected and Reviewed 2. Technical Memorandum on the Pre and Post condition of the site 3. Recommendations and Conceptual Plans 4. Engineering Plans, Specifications, and Estimates for Implementation of Recommendations based on City direction a. 60% b. 90% c. Final 5. Bid Related Documents a. Notice Inviting Bids b. Pre-Bid Conference Agenda and Minutes, Responses to Bid Requests for Information c. Memorandum Summarizing Bids and Recommending Award d. Staff Report and Presentation to City Council Documenting Bidding Process and Recommending Award 6. Monthly Project Status Report and Meeting Minutes 7. Detailed Critical Path Method Project Schedule with Regular Updates and Memoranda Document Any Delays and Plan for Schedule Recovery City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or materials for deliverables, and provide comments. Consultant is required to revise draft deliverables to address City staff comments. V. PRELIMINARY PROJECT SCHEDULE A. RFQ Schedule The following is the anticipated schedule for the RFQ process: Request for Qualifications Released September 30, 2025 Request for Clarification Due October 14, 2025 Firm Qualifications Due October 21, 2025 Firm Interviews (if necessary) Week of October 27 Anticipated Notice of Selection November 4, 2025 E-8 Page 9 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 B. Anticipated Project Schedule Weekly Status Report Continuous 60% Plans, Specifications, and Estimates NTP + 2 Months 90% Plans, Specifications, and Estimates NTP + 3 Months Final Construction Plans, Specifications, and Estimates NTP + 4 Months Construction Bid Documents NTP + 6 Months Construction Bid Award NTP + 7 Months Construction Administration Duration of Construction Please note that this schedule is preliminary. It is included to provide the Consultant with a sense of the expected timeline for the Scope of Services and emphasizes the urgent nature of the work and the City’s expectation that the Scope of Services will be completed as quickly as possible. The ideal Consultant candidate will have available resources and personnel, either in-house or under subcontract, to ensure the completion of the Scope of Services at the earliest possible time. VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS 1. Only one proposal per firm will be considered. 2. The submittal should be typed and as brief as possible while adequately describing the qualifications of the firm. 3. The following information shall be included with the submittal, including the same information for subcontractors, in the following format: a) Cover Letter: Provide the name, address, and phone number of the firm; the present staff (size, classification, credentials); the primary contact’s name, phone number, and email address; any qualifying statements or comments regarding the proposal; and identification of any sub-consultants and their responsibilities. Identify the firm’s type of organization (individual, partnership, corporation), including names and contact information for all officers, and proof that the organization is currently in good standing. The signed letter should also include a paragraph stating that the firm is unaware of any conflict of interest in performing the proposed work. (No more than two pages) b) Approach to Scope of Services: Re-state the Scope of Services with any additions, expansions, clarifications, or modifications that the firm proposes in order to provide the services and produce the deliverables contained in this RFQ. Describe how completing the Scope of Services will be approached and E-9 Page 10 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 any cost-saving or value-adding strategies or innovations the firm will bring to the project. (No more than two pages) c) Organization and Staffing: Identify the person who will be the Project Manager and primary contact person responsible for the overall delivery of the project. Provide an organizational chart of the project team that clearly delineates communication and reporting relationships among the project staff and among the sub-consultants involved in the project. Identify key personnel to perform work in the various tasks and include major areas of subcontracted work. Indicate the expected contributions of each staff member in time as a percentage of the total effort. Specifically show the availability of staff to provide the necessary resource levels to meet the City’s needs. Indicate that the Project Manager and key staff will remain assigned to this project through completion of the Scope of Services. (No more than two pages) d) Staff Qualifications and Experience: Describe qualifications of the assigned staff and sub-contractors including relevant technical experience. Staff assigned to complete the Scope of Services must have previous experience in providing the necessary services as described under the Scope of Services. Description of Consultant’s experience should include: • Prior Experience: Demonstrate that the firm has significant experience providing services similar to those described under the Scope of Services. (No more than two pages) • Staff Qualifications: Provide resumes for the Project Manager and any other key staff members to be assigned to contribute to the Scope of Services, with an emphasis on similar services which they provided to other agencies. (No more than ten pages) • Reference Projects: Include at least three projects with similar scope, size and/or complexity performed by the project team within the past three years and indicate the specific responsibilities of each team member on the reference project. Provide contact information for each client. (No more than ten pages) e) Project Schedule: Provide a detailed critical-path-method schedule for completion of the tasks and sub-tasks required to accomplish the scope of work. Note all deliverables and interim milestones on the schedule. (No more than one 11” x 17” page) E-10 Page 11 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 f) Quality Control Plan: Describe the quality control procedures and associated staff responsibilities which will ensure that the deliverables will meet the City’s needs. (No more than one page) g) Acceptance of Conditions: State the offering firm’s acceptance of all conditions listed in the Request for Qualifications (RFQ) document and Sample Professional Services Agreement (Attachment A). Any exceptions or suggested changes to the RFQ or Professional Services Agreement (PSA), including the suggested change, the reasons therefore and the impact it may have on cost or other considerations on the firm’s behalf must be stated in the proposal. Unless specifically noted by the firm, the City will rely on the proposal being in compliance with all aspects of the RFQ and in agreement with all provisions of the PSA. (No more than one page) VII. Submission of Qualifications A. Requests for Clarification Requests for clarification of the information contained herein shall be submitted in writing prior to 4:30 pm on April 17, 2026. Responses to any clarification question will be provided to each firm via Planet Bids. B. Confirmation Email Upon submission of the proposal to the City, the proposing firm shall request an email confirmation that the proposal has been received and retain the email as a record. If an email confirmation is not received, the proposing firm shall correspond with the City until confirmation is received. VIII. EVALUATIONS AND SELECTION PROCESS 1. Proposals Will be Evaluated Based on the Following Criteria: a) Approach to Scope of Services (25%) • Understanding of the Scope of Services as demonstrated by the thoroughness of the proposal, introduction of cost-saving or value-adding strategies or innovations (including those applying to overall project schedule), and an overall approach most likely to result in the desired outcome for the City. b) Proposal Schedule (20%) • Ability to complete the work in the shortest schedule possible (excluding time for review and community meetings). c) Staff Qualifications and Experience (30%) • Relevance of experience of the proposing firm E-11 Page 12 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 • Relevance of experience and strength of qualifications of the Project Manager • Relevance of experience and strength of qualifications of the key personnel performing the work • Relevance of referenced projects and client review of performance during those projects d) Organization and Staffing (15%) • Availability of key staff to perform the services throughout the duration of the project • Assignment of appropriate staff in the right numbers to perform the Scope of Services • Appropriate communication and reporting relationships to meet the City’s needs e) Quality Control (10%) • Adequate immediate supervision and review of staff performing the work as well as appropriate independent peer review of the work by qualified technical staff not otherwise involved in the project. 2. Selection Process An evaluation panel will review all Statements of Qualifications submitted and select the top firms. These top firms may then be invited to make a (virtual) presentation to the evaluation panel, at no cost to the City. The panel will select the firm, if any, which best fulfills the City’s requirements. The City will then further refine the scope and schedule with that firm and request a not to exceed proposal. The City will negotiate the fee with that firm. The City reserves the right to negotiate special requirements and proposed service levels using the selected proposal as a basis. If the City is unable to negotiate an agreeable fee for services with the top firm, the City will negotiate with the next firm chosen among the top firms. 3. Award Notification The City will notify all submitees in writing of the outcome of the selection process and intent to award. This RFQ does not commit the City to award an agreement, nor pay any costs incurred in the preparation and submission of the proposal in anticipation of an agreement. The City reserves the right to reject any or all submittals, or any part thereof, to waive any formalities or informalities, and to award the agreement to the firm deemed to be in the best interest of the City and the Department. 4. Award of Agreement The selected firm shall be required to enter into a written agreement with the City, in a form approved by the City Attorney, to perform the Scope of Services. See sample agreement in Attachment A. This RFQ and the proposal, or any part thereof, may be incorporated into and made a part of the final agreement; however, the City reserves the right to further negotiate the terms and conditions of the E-12 Page 13 of 13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power April 3, 2026 agreement with the selected consultant. The agreement will, in any event, include a maximum "not to exceed" cost to the City. E-13 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power July 1, 2025 ATTACHMENT A Sample Professional Services Agreement E-14 01203.0001/835260.1 1 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and __________________________________ E-15 01203.0001/835260.1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND _______________________________ THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement ”) is made and entered into on _________________, 2025 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and __________________, a [form of company] (“Consultant ”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.” RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant , following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services”, as stated in the Proposal, attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose E-16 01203.0001/835260.1 2 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. 1.2 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 E-17 01203.0001/835260.1 3 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. (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 subconsultant s 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.” E-18 01203.0001/835260.1 4 Consultant ’s Authorized Initials ________ (i) Consultant ’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant ’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City , its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement , Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant ’s risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City ’s own negligence. E-19 01203.0001/835260.1 5 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively , must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultant s. 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. E-20 01203.0001/835260.1 6 ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $____________ (______________ 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 agreement s 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. E-21 01203.0001/835260.1 7 City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant ’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period . In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant . 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 E-22 01203.0001/835260.1 8 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 ______________, except as otherwise provided in the Schedule of Performance (Exhibit “D”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant , and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant ’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant ’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or E-23 01203.0001/835260.1 9 any of Consultant ’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant , nor any of Consultant ’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be [NAME], [TITLE], or such person as may be designated by the Director of ____________. 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. E-24 01203.0001/835260.1 10 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and 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 E-25 01203.0001/835260.1 11 approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self -insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement . In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems 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 E-26 01203.0001/835260.1 12 requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (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. E-27 01203.0001/835260.1 13 (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant , its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnit ors”), or arising from Consultant ’s or indemnitors’ reckless or willful misconduct, or arising from Consultant ’s or indemnit ors’ 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 subcontra ctors 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 E-28 01203.0001/835260.1 14 services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City ’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional . The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers , books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant ’s business, custody of the books and records may be given to City, and access shall be provided by Consultant ’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in 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 E-29 01203.0001/835260.1 15 Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant , and Consultant ’s guarantee and warranties shall not extend to such use, reuse or assignment . Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant . Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant , its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, 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 admiss ions 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. E-30 01203.0001/835260.1 16 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law . This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant ’s default shall not be deemed to result in a waiver of the City ’s legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. 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 E-31 01203.0001/835260.1 17 provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. 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 E-32 01203.0001/835260.1 18 compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney ’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney ’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON -DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant , or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. 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 sub contractor 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 r elating 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. E-33 01203.0001/835260.1 19 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys ’ fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first -class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant , to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. 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. E-34 01203.0001/835260.1 20 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or 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 _______ E-35 01203.0001/835260.1 21 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) th at 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-36 01203.0001/835260.1 22 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 CON SULTANT : ____________________________________ By: Name: Title: By: Name: Title: Address: Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CON SULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CO NSULTANT ’S BUSINESS ENTITY. E-37 01203.0001/835260.1 CALIFORNIA ALL -PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 202 3 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. E-38 01203.0001/835260.1 CALIFORNIA ALL -PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 202 3 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form . CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. E-39 01203.0001/835260.1 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following Services: A. [COPY AND PASTE FROM PROPOSAL, OR INSERT SCOPE OF WORK PAGES] II. As part of the Services, Consultant will prepare and deliver the following tan gible work products to the City: A. 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. 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. E-40 01203.0001/835260.1 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. E-41 01203.0001/835260.1 C-1 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE TIME SUB -BUDGET A. __________ __________ __________ __________ B. __________ __________ __________ __________ C. __________ __________ __________ __________ D. __________ __________ __________ __________ II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. 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. E-42 01203.0001/835260.1 D-1 EXHIBIT “D SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Days to Perform Deadline Date A. Task A ______________ ______________ B. Task B ______________ ______________ C. Task C ______________ ______________ II. Consultant shall deliver the following tangible work products to the City by the following dates. A. B. C. 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. E-43 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power July 1, 2025 ATTACHMENT B Permanent Pump Power – Field Analysis E-44 CITY OF RANCHO PALOS VERDES PERMANENT PUMP POWER SOLUTION – FIELD ANALYSIS April 28, 2025 E-45 OVERVIEW –Existing Field Conditions t = PUMP = GENERATOR = POWER POLE E-46 OVERVIEW –Proposed Line Route PUMP PUMP PUMP PUMP PUMP PUMP PROPOSED LOAD CENTER EXISTING PRIMARY DISTRIBUTION CIRCUIT NEW POLE 3 NEW POLE 2 NEW POLE 1 EXISTING PRIMARY POLE EXISTING SECONDARY POLE – WILL NEED TO BE UPGRADED 125’ 275’231’ 264’ E-47 OVERVIEW –Proposed Line Route NORTH NEW POLE 1 NEW POLE 2 NEW POLE 3 275’ 231’ 264’ 125’ E-48 OVERVIEW -Details - THREE NEW POLE LOCATIONS - REPLACE ONE EXISTING SECONDARY POLE - MAY REQUIRE REPLACING ONE EXISTING PRIMARY POLE - INSTALL 895’ OF #2 COPPER TREE WIRE - COPPER REQUIRED WITHIN ONE MILE OF OCEAN - INSTALL 3 ANCHORS - INSTALL ONE 75KVA 3P BANK TRANSFORMER - INSTALL RISER AND 1-5” CONDUIT TO LOAD CENTER - INSTALL 400 AMP PANEL (LOAD CENTER) CONCERNS: - PALM TREES WEST OF EXISTING CIRCUIT - CLEARANCE TO NEW PRIMARY CONDUCTOR - OVERHEAD EASEMENT - LAND USE AND FUTURE TOPOGRAPHY OF PROPOSED POLE LOCATIONS - UNSTABLE GROUND - LOAD CENTER LOCATION - PROXIMITY TO HEAVY EQUIPMENT ACTIVITY E-49 PROPOSED LINE ROUTE 4377773E SOUTHWEST WEST IN: 3-#2CTW (125’) IN: 3-#2CTW (125’) PALM TREES ARE A CONCERN DUE TO DISTANCE FROM NEW PRIMARY CONDUCTORT REPLACE EXISTING SECONDARY POLE WITH 50’ (MIN) PRIMARY POLE MAY NEED TO REPLACE WITH TALLER POLE DUE TO PALM TREES IN: 3-2/0C EXISTING ANCHOR AND GUY TO BACK UP OFFSET TENSION E-50 PROPOSED LINE ROUTE SOUTH REPLACE EXISTING SECONDARY POLE WITH 50’ (MIN) PRIMARY POLE IN: 3-#2CTW (125’) IN: 3-#2CTW (275’) 22° DEVIATION AT PRIMARY CONDUCTOR – SHOULD BE ABLE TO USE USABLE POLE STRENGTH WEST E-51 PROPOSED LINE ROUTE NORTH 125’ 275’ 231’ IN: 3-#2CTW (231’) TWO ANCHORS AND GUYING REQUIRED TO BACK UP FULL TENSION 3-#2CTW (SOUTHEAST & SOUTHWEST) IN: 3-#2CTW (231’) POLE 1 - NEW 45’ (MIN) POLE SOUTHEAST E-52 PROPOSED LINE ROUTE NORTHEAST IN: 3-#2CTW (231’) POLE 2 - NEW 45’ (MIN) POLE IN: 3-#2CTW (264’) SOUTH POLE 3 - NEW 45’ (MIN) POLE INSTALL ANCHOR AND GUY INSTALL 75KVA 3P XFMR BANKINSTALL PRIMARY RISER LOAD CENTER INSTALL 1-5” CONDUIT E-53 FIELD CONDITIONS –General Structure Locations SOUTHWEST NORTHEAST NEW POLE 1 NEW POLE 2 NEW POLE 3 LOAD CENTER E-54 VISUAL IMPACT E-55 BEYOND THE METER E-56 City of Rancho Palos Verdes RFQ- Deep Dewatering Wells (DDW) 1 to 6 Permanent Power July 1, 2025 ATTACHMENT C DDW Pump, Motor, and Controller Information E-57 !"!#$ %&'(()*+,-%./,01 2 3455 60 7#893:;<<:=>?=?@?AAAB CDDB!E FGHIJKLMNOPQRFSTLUVSQHQLRSQMFOUFWQFXY 48++pk*hi2q$kjoir st su vw vu xw xy zs zy yr {rr {{{| } ~ ur‚rv‚rwr vur‚rz‚rsr zur‚ry‚rvr y {uƒx {ss {{u {{s {{r {rv {r{ yv yr uv zv xt sxtwƒy trr {xs {xr {vs {su {st {wz {w{ {tv {ru yt zvtyƒw txt t{w trz {yy {yr {us {zz {xy {x{ {s{ {{u yu†‹Œ ˆŽ‹ Ž‘ ’† “” • –”—˜‘‰‡™š ‡‹Ž›” ‡œ„‰‡š tž wƒss wƒux wsv¢¨¢¢¢¨¢¢¢¨¢¢¢¨¢¢¢¨¢¢ §¢ £¢ ©¢ ¤¢ ¨¢ ¥¢ ª¢ ¦¢ «¢ §¢¢ §§¢ §£¢kh¬):¬¬;¬<¬kh¬):¬¬®¬)¬kh¬):¬¬¯¬;¬kh¬):¬°¬¬;;kh¬):¬°)¬®; E-58 Toll Free: 888-830-8025 Fax: 916-266-6744 Economy Pump Panel Features: v Square D components v Type 4X gasketed enclosure v Rugged HOA switch and reset v Multi-tap control transformer v SKDVHYYRUY v SKDVHYRUY v 3UHZLUHGIRUVLQJOHIORDW GXDOIORDWVRUSUHVVXUH VZLWFK Options: v 6\PFRP3XPS6DYHU v :DUULFN/HYHO&RQWURO v 7LPHU v &RUGJULSV v 3LJWDLOV v 5HFHSWDFOHV v &RQQHFWRUV v 3OXJV v 3DQHO6WDQG v 5XQ/LJKW v )DXOW/LJKW v 7KHUPDO2YHUORDG v 0RLVWXUH6HQVRU www.vpowerequipment.com CROP IRRIGATION SPRINKLERS, MISTERS & SOAKERS LIVESTOCK WATERING DAIRY APPLICATIONS GROUND DEWATERING EXCAVATION & CONSTRUCTION FILTRATION EQUIPMENT E-59 1$0('$7( '5$:1 &+(&.(' 4$ 0)*$335 (1*$335 $/(;/$'$Economy Pump Panel Dimensions 6+((712)1 ',0(16,216$5(,1,1&+(681/(6627+(5:,6(63(&,),(' 6&$/( 5(93$5712$6,=( 7,7/( 1$ 1$ ),1,6+ 0$7(5,$/ ',0(16,21,1*$1'72/(5$1&,1* 3(5$60(< [[ [[[ [[[[ $QJOHV q $ % & ' 1058727 72/(5$1&(6$5($6)2//2:681/(6627+(5:,6(63(&,),(' 93RZHU(TXLSPHQW :HVW&DSLWRO$YH:HVW6DFUDPHQWR&$ E-60 $ '(7$,/$6&$/( '(6,5('&25'/(1*7+ '(6,5('0$/(3/8*%/$1. '(6,5(':($7+(53522)5(&(37$&/( '(6,5('&25'/(1*7+ 1$0('$7( '5$:1 &+(&.(' 4$ 0)*$335 (1*$335 $/(;/$'$67$57(5%2; (&2123+6,=( 6+((72) ',0(16,216$5(,1,1&+(681/(6627+(5:,6(63(&,),(' 6&$/( 5(93$5712$6,=( 7,7/( 1$ 1$ ),1,6+ 0$7(5,$/ ',0(16,21,1*$1'72/(5$1&,1* 3(5$60(< [[ [[[ [[[[ $QJOHV q $ % & ' 72/(5$1&(6$5($6)2//2:681/(6627+(5:,6(63(&,),(' 93RZHU(TXLSPHQW :HVW&DSLWRO$YH:HVW6DFUDPHQWR&$ E-61 CI T Y F U N D S S U M M A R Y GE N E R A L F U N D S U M M A R Y AP P E N D I X BU D G E T P R O G R A M S BU D G E T O V E R V I E W 386 City of Rancho Palos Verdes | Adopted Budget | Capital Improvement Program (Fiscal Years 2025-2026 through 2029-30) Insert Descriptive Photo PROJECT DESCRIPTION Dewatering Wells (DDWs) 1-6 located at the toe of the Greater Portuguese Bend Landslide Complex. PROJECT COST ESTIMATES 8300 Series Landslide Improvement Projects 8308 Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power Overall4/17/2025 Planning Committed as of FY25/26 FY26/27 FY27/28 FY28/29 FY29/30 -$ -$ Engineering 180,000$ 120,000$ Construction 1,200,000$ Inspection 120,000$ 480,000$ -$ 2,100,000$ -$ -$ -$ -$ 4/17/2025 331 (Federal Grants)-$ 1,575,000$ -$ 2,100,000$ FUNDING Committed as of FY25/26 FY26/27 FY27/28 FY28/29 FY29/30 Future Fiscal Years -$ -$ -$ -$ 330 (CIP Fund)-$ 525,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ DDWs 1-6 use a pumps that requires a constant source of electric power to operate. Currently, the DDWs are powered by diesel generators because there is no electric infrastructure to them. The diesel generators, in addition to their noise and air emissions footprint, are costly and labor intensive to operate, monitor, maintain, and fuel. Furthermore, the generators present a potential fire hazard and sometimes malfunction, which significantly detracts from the dewatering efforts. Permanent electric power is needed to increase DDWs. -$ TBD ESTIMATED SCHEDULE Engineering and Construction in Fiscal Year 2025-26. Project Location Map Background and Justification -$ 2,100,000$ -$ -$ -$ -$ F-1