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John L Hunter and Associates Inc - FY2017-019-01 AMENDMENT NO 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO 1 TO THE AGREEMENT FOR CONTRACTUAL SERVICES( Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES,a California municipal corporation ( City") and JOHN L HUNTER & ASSOCIATES, INC , a California corporation ( Consultant ) is effective as of November 4, 2020 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated July 1,2016("Agreement")whereby Consultant agreed to provide environmental compliance services ( Services") for a Contract Sum of$690,784 for a Term of four years B On July 28,2020,City and Consultant entered into a change order in order to extend the Term of the Agreement by 180 days, until December 28, 2020 C City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $443,260 to $1,134,044 TERMS Contract Changes The Agreement is amended as provided herein Deleted text is indicated in striketlifaugli-and added text in bold italics a Section 2 1, Contract Sum, is hereby amended to read `2 1 Contract Sum Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the `Schedule of Compensation"attached hereto as Exhibit C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $1,134,044 (One Million One Hundred Thirty-Four Thousand Forty-Four Dollars) Six Hundred Seventy Thousand Four Hundred Sixty Four Dollars ($690,781) (the Contract Sum"), unless additional compensation is approved pursuant to Section 1 8 b Section 3 4, Term, is hereby amended to read ` 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 June 30, 2021 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit D" ) c Section 1,Task 3,of Exhibit A,"Scope of Work," is hereby amended as follows Task 3—Annual CIMP Implementation MOU Activities 1 Outfall Screening Program obaOMifoffli 121 -1 A Non-Stormwater Source Identification (ID) Investigation — Investigate the remaining 75% of the prioritized outfalls with signification non- stormwater discharge by December 28, 2017 for source identification B Non-Stormwater Source ID Reporting—Prepare a report of the results of the source identification investigation prior to the December 28, 2017 deadline upon completion of the investigation 2 Integrated Monitoring Compliance Report (IMCR) 3 Correspond with Monitoring Consultants A Facilitate communications amongst the City, the PVP WMG, and the monitoring consultants Provide assistance with monitoring contracts" d Section I, Task 4, of Exhibit A, "Scope of Work," is hereby added as follows "Task 4—Enhanced Watershed Management Program("EWMP")Development 1 Development of revised Reasonable Assurance Analysis A Consultant will compile all constructed/Implemented projects, including regional and distributed projects, and planned/potential structural control measures to be included in the EWMP and represented in the RAA For projects that are anticipated to be located outside the Peninsula WMG, the RAA will produce a necessary capture volume that is needed to meet the target load reductions for the individual pollutants Consultant will also coordinate with the other public agencies regarding the modeling and accounting for non-structural BMPs The RAA will then iteratively analyze various BMP scenarios in targeted watersheds to seek to identify a project implementation strategy that demonstrates reasonable assurance of compliance while also meeting the other public agencies needs with respect to siting,funding, scheduling, etc 2 Develop revised EWMP Plan A The revised EWMP Plan will include preparation of a draft report to be reviewed by the City, revised draft based on input provided by the City (a minimum of 90 days in advance of the June 30, 2021 deadline), and a revised draft report will be submitted as part of the updated EWMP for review by the Regional Board and public review 3 Contingency and Climate Change Modeling A The EWMP Plan may need to include additional EWMP or RAA components if the State Water Resources Control Board of Regional Water Quality Control Boards propose 041449 ? 121 -2 new requirements such as climate change modeling " e Exhibit C,"Schedule of Compensation," is hereby replaced in its entirety with Exhibit C,"Schedule of Compensation,First Amended,"attached hereto and incorporated by reference f Section I of Exhibit D, "Schedule of Performance," is hereby amended as follows ` Consultant shall perform all Services timely for a period of five (5) four(1) years ending June 30, 2021 June 30, 2020, in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer" 2 Continuing Effect of Agreement Except as amended by this Amendment No 1,all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1, whenever the term Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that,as of the date of this Amendment No 1,City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No I on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1,such party is formally bound to the provisions of this Amendment No 1,and(iv) the entering into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 041449WARM -3 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 munici.. • •ora •• " ran. , City Manager ATTEST mily CM7n, City CI-rk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP W lam W Wy City Attorney CONSULTANT JOHN L HUNTER AND ASSOCIATES, INC , a California corporation By Name John L Hunter Title President pBy � me Milan Brickey Title Secretary Address 6131 Orangethorpe Avenue Suite 300 Buena Park, CA 90620 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 CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY 041449@® 314i21 -4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LQS.A i'aES Or fir: �n ono v,uvMunrubt‘c- On l 0 2 ,2020 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the s.. e in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s), or the e• ity upon behalf of which the person(s) acted, executed the Instrument I certify under PENALTY OF PERJURY under the laws of the .to of California that the foregoing paragraph is true and correct WITNESS my hand and official seal C6j Signature Atitel 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) 0 LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 0120.193c001121 Zi I California All-Purpose Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the I document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Oranc}2 s.s. On (Jc74ew\be( •=a, ,Q030 before me, Linda Kay Ganci, Notary Public personally appeared J okn L , f-iuvrier j 111 l r n ey eA-( _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1=' I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ,�•`t�r «.«u oA KA N ;,c 1 COMMISSION #2329953 WITNESS my hand and official seal. ' Mabry Publk-CMNorma -of -4�' COUNTY Of ORANGE , 0(2106 ! ^�... L Comm.Exp.JULY 24,2024 OPTIONAL INFORMATION Description of Attached Document The preceding Certificate of Acknowledgment is attached to a Method of Signer Identification _ document titled/for the purpose of ''`d+K94,�- N0._ Proved to me on the basis of satisfactory evidence: ) form(s)of identification credible witness(es) containing pages, and dated _ Notarial event is detailed in notary journal on: - The signer(s) capacity or authority is/are as: Page# Entry# Individual(s) Notary contact: _ Attorney-in-fact Ell Corporate Officer(s) Other - Additional Signer Signer(s)Thumbprints(s) - Guardian/Conservator Li Partner-Limited/General [1Trustee(s) • - El Other: representing: i - i EXHIBIT "C" SCHEDULE OF COMPENSATION First Amended I Consultant shall perform the following tasks over the five-year period at the estimated following rates TASK 1 -City's MS4 FY 2016 - FY 2017 - FY 2018 - FY 2019- FY 2020- Compliance Activities 2017 2018 2019 2020 2021 ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 1 1 MS4 Permit Program $24,070 $24,070 $24,070 $24,070 $24,800 Management and Watershed Management 1 2 MS4 Permit $8,275 $8,275 $8,275 $8,275 $14,000 Industrial/Commercia Program and Clean Bay Restaurant Program Implementation 1 3 MS4 Permit Illicit $5,340 $5,430 $5,340 $5,340 $4,344 Discharge Detection and Elimination Program Assistance 1 4 MS4 Permit Public $15,565 $15,565 $15,565 $15,565 $2,000 Agency Activity Program Assistance and Staff Training 1 5 MS4 Permit Public $4,800 $4,800 $4,800 $4,800 $2,500 Outreach Program 1 6 MS4 Permit Planning and $3,595 $3,595 $3,595 $3,595 $8,000 Land Development Implementation 1 7 MS4 Permit Construction $9,970 $9,970 $9,970 $9,970 $7,976 Program Implementation Subtotal Task 1 $71,615 $71,615 $71,615 $71,615 $63,620 Task 1 Total $350,080 01203 oott330949V§47121 I TASK 2-City's Share FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - of Peninsula WMG 2017 2018 2019 2020 2021 EWMP Activities ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 2 1 Watershed Meetings $7,290 $7,290 $7,290 $7,290 $10,400 Coordination 2 2 EWMP Implementation $8,640 $0 0 $0 0 $0 0 MOU Development (one time) 2 3 EWMP Update $15,640 Coordination and Reporting 2 4 Pursuit of External and $25,920 $25,920 $25,920 $25,920 $33,250 Alternative Compliance Options Coordination 2 5 Public Agency Activities $10,080 $6,480 $6,480 $6,480 $8,000 (Construction Program Training - annual Providing model contract language-one time) 2 6 Watershed Report of $11,520 $11,520 $0 0 $11,520 $0 Waste Discharge (Required 2017 and 2018, and thereafter biennial) 2 7 Adaptive Management $26,640 $0 0 $26 640 $0 0 $28,000 (biennial) 2 8 Review and Coordination $10,206 $10,206 $10,206 $10,206 $12,350 with Other Peninsula EWMP Agencies Subtotal Task 2 $100,296 $61,416 $76,536 $61,416 $107,640 Task 2 Total $407,304 01203 0dWA4194@¢/¢47121 I TASK 3—Annual FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - CIMP Implementation 2017 2018 2019 2020 2021 MOU Activities ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 3 1 Outfall Screening $4,660 $0 0 $0 0 $0 0 $2,500 Program (to be completed by December 2017) 3 2 Integrated Monitoring $25,000 $25,000 $25,000 $25,000 $6,000 Compliance Report 3 3 Correspond with $0 0 $0 0 $0 0 $0 0 $8,500 Monitoring Consultants and Prepare RFP Subtotal Task 3 $29,660 $25,000 $25,000 $25,000 $17,000 Task 3 Total $121,660 TASK 4—EWMP FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - Development 2017 2018 2019 2020 2021 ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET 4 1 Development of N/A N/A N/A N/A $181,950 Reasonable Assurance Analysis 4 1 Update of the EWMP N/A N/A N/A N/A $57,308 4 1 Contingency and Climate N/A N/A N/A N/A $15,742 Change Modeling Subtotal Task 4 N/A N/A N/A N/A $255,000 Task 4 Total $255,000 FY 2016 - FY 2017 - FY 2018 - FY 2019 - FY 2020 - 2017 2018 2019 2020 2021 ANNUAL ANNUAL ANNUAL ANNUAL ANNUAL BUDGET BUDGET BUDGET BUDGET BUDGET Contract Totals $201,571 $158,031 $173,151 $158,031 $443,260 Contract Sum $1,134,044 01203 0 +9926/¢47121 1 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 8 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 as provided in Section 2 1 of this Agreement V Consultant shall be compensated for the Services on a time and materials basis, only for work actually performed, according to the rate sheet attached as Exhibit C-1 Not Applicable osN6 41121121 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and JOHN L. HUNTER& ASSOCIATES,INC. - 1 - 01203.0022/300143.2 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND JOHN L. HUNTER& ASSOCIATES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 1st day of July, 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and John L. Hunter & Associates, Inc. a California Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"and hereinafter collectively referred to as the "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. Consultant, 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 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"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, facilities, and sufficient staffing 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. -2 - 01203.0022/300143.2 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 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. 1.5 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. 1.6 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. 1.7 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 - 3 - 01203.0022/300143.2 of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 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 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 ten percent (10%) of the Contract Sum or $25,000, whichever is less, or, an increase in the time to perform of up to one hundred eighty(180)days,may be approved by the Contract Officer. Any greater increases,taken either separately or cumulatively,must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services and Section 1.1 of this Agreement. 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 contractors. 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. 1.9 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," if any, 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 Six Hundred Ninety Thousand Seven Hundred Eighty Four Dollars ($690,784)(the"Contract Sum"),unless additional compensation is approved pursuant to Section 1.8. 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 contract retention; (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, (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. -4 - 01203.0022/300143.2 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 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 forty-five (45)days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and 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 - 5 - 01203.0022/300143.2 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 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 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 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 Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years 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. 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: John L. Hunter President (Name) (Title) Jillian Brickey Program Manager (Name) (Title) Cameron McCullough Program Manager (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. -6 - 01203.0022/300143.2 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 competent personnel 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. 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 the Director of Public Works or his designee. 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. - 7 - 01203.0022/300143.2 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. 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 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. 4.6 No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees, and shall carry a minimum of$1,000,000 per accident for bodily injury or disease. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable Workers' Compensation laws. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City - 8 - 01203.0022/300143.2 from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Subparagraph. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including"any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession with minimum limits of$2,000,000 per claim and in aggregate is required. This coverage may be written on a"claims made"basis,and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (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. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention,any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty(30)days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are amended or cancelled,the Consultant shall,prior to the amendment or cancellation date,submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, additional insured endorsement forms, or binders are approved by the City. City reserves the right to inspect and copy complete,certified copies of and endorsements to all required insurance policies at any time. Consultant will provide proof of renewal of such policies to the City two weeks before expiration of any policy. Any failure to comply with the reporting or other - 9 - 01203.0022/300143.2 provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement)and shall conform to the following"cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] fii4i •,nsultant In tials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs;products and completed operations of Consultant;premises owned,occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City in writing. At the option of City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. The hold harmless and indemnification provisions in Subsection 5.3 of this Agreement shall apply regardless of whether or not any insurance policies, including but not limited to Commercial General Liability Insurance, Automobile Liability Insurance or Workers' Compensation Insurance, are determined to be applicable to the liability, claim,tax, assessment,penalty or interest asserted against City In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 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 - 10 - 01203.0022/300143.2 and save them and each of them harmless from,any and all actions,either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work,operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable("indemnitors"),or arising from Consultant's or indemnitors' reckless or willful misconduct,or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so, Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions,but,to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance 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 Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed - 11 - 01203.0022/300143.2 under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep,and require subcontractors to keep, such ledgers,books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect,copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business,custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason,Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services,the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse,or assignment of the documents and materials hereunder. Any use,reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant - 12 - 01203.0022/300143.2 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. Except where required by law, 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 attorneys 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. - 13 - 01203.0022/300143.2 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 presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default,the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative,the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. - 14 - 01203.0022/300143.2 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. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City,except that where termination is due to the fault of the City,the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant 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 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. 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 - 15 - 01203.0022/300143.2 accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them,that there shall be no unlawful discrimination against any person or group of persons on account of race, color, creed,religion, sex including pregnancy, nursing or childbirth, gender identity or expression, sexual orientation, marital status, national origin, ancestry, age (40 and older), physical or mental disability or medical condition, genetic information or other unlawful discrimination in the performance of this Agreement. Consultant shall take steps to insure that applicants are employed, and that employees are treated during employment,without regard to their race, color, creed,religion, sex including pregnancy, nursing or childbirth, gender identity or expression, sexual orientation, marital status, national origin, ancestry, age (40 and older), physical or mental disability or medical condition, genetic information or other protected classification. 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.A. §§ 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, - 16 - 01203.0022/300143.2 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., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two(72)hours from the time of mailing if mailed as provided in this Section. 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. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement. 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 - 17 - 01203.0022/300143.2 unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty& Representation of Non-Collusion. No official,officer,or employee of City has any financial interest,direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that(s)he/it has not engaged in any act(s),omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee,as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) 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] - 18 - 01203.0022/300143.2 • 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 „ id/ — ��. • .r ATTEST: Aze-et City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP David J. Ale e, City Attorney CONSULTANT: JOHN L. HUNTER AND ASSOCIATES, INC. "i By: , A / e: John L. Hunter it1e: President -Us By: /J:.. fij A Na i e: Jillian Brickey Ti fie: Secretary Address: 6131 Orangethorpe Avenue, Suite 300 Buena Park, CA 90620 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. - 19 - 01203.0022/300143.3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of ®r-a+,q¢ ) On a�t�t ‘ �o ... before me, E c- Av tlnohny �av�Z.k125,1�Io4-a.4-''� p.,(01 i'e_ , U Date Here Insert Name and Title of the Officer personally appeared �i < 1 I o.v s Name of Signer( who proved to me on the basis of satisfactory evidence to be the person(a'j whose name(( : e subscribed to the within instrument and acknowledged to me that he /thl2y executed the same in ukis their authorized capacity(ie ), and that by his/ er their signature()on the instrument the person(), or t e entity upon behalf of which the person(sq acte , 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. :,,,.,<, ERIC ANTHONY GONZALES ,‘ Commission#2006614 ii-, ,-;.:- .1i NotaryPublic-California z Z k-:. range County Signature Cfg-E)44 My Comm. Expires Feb 8,2017 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document C-='r.#ra.c# Se-"Ice- An"-a--w44"-± Title or Type of Document:CAN e-C IZ.a+►e-Lv`%Aos qtrcte-s Document Date: _ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of ,S74- '&Z S On (57��•—?E before me �� keZ) /2 4 /"dam/ 140C Date Here Insert Name and Title of the Officer personally appeared T19A/ L . 7111//9" .(e Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the •ersoR(s) whose name( i, 'a e su• cribed to the within instrument and acknowledged to me that(0.-- •-y executed the same in h61; - authorized capacity(ies};and that b = - signature - -n the instrument the persons) or e entity upon behalf of which the person(s)-ac ed, 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. JEONG KOO RHO WITNESS my hand and official seal. c. •►,`-;, COMM.#2036811 /n NOTARY PUBLIC•CAIIFORNIA v' LOS ANGELES COUNTY C _ AIY�OYY.EIIP.SEP.9,1017 Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT "A" SCOPE OF SERVICES The general scope of services provided under this contract will consist of environmental consulting services for National Pollutant Discharge Elimination System (NPDES) stormwater related issues in general conformance with the Los Angeles Countywide Municipal NPDES Stormwater Permit, Order R4-2012-0175 Municipal Separate Storm Sewer System Permit(MS4 Permit),the Peninsula Watershed Management Group (WMG) Enhanced Watershed Management Program (EWMP),the Peninsula WMG Coordinated Integrated Monitoring Program (CIMP),and the City of Rancho Palos Verdes' municipal code. More specifically,consultant John L. Hunter& Associates,Inc. (JLHA)will perform the following Services: Task 1 —City's MS4 Permit Compliance Activities. 1. MS4 Permit Program Management and Watershed Management. A. LA County Regional meetings(attend,report)-JLHA will attend MS4 permit related meeting(e.g. LAPG)and provide summary to the City on an on-going basis as needed. B. Peninsula WMG meetings(agenda,attend,minutes)-JLHA will attend meetings and inform the City on EWMP related matters on a monthly or bi-monthly basis depending on the need and schedule of the WMG. C. Newsletters, Presentations, Regional Board correspondence—JLHA will prepare bi- monthly newsletters to inform the City of current NPDES regulatory matters, correspond with and respond to the Regional Board,and provide presentation materials and make presentations to and on behalf of the City on an on-going basis as needed pursuant to the needs of the Peninsula WMG and Regional Board. D. Annual Report and Machado Lake Report(preparation,submittal)—JLHA will prepare the City's annual report and related Total Maximum Daily Load(TMDL) reports for review by City and submittal to the Regional Board. E. Assistance with City-specific Watershed projects and feasibility studies—JLHA will assist the City in exploring potential compliance solutions such as green streets and/or regional Best Management Practices to assist with EWMP compliance. JLHA has included an annual allowance of$6,000 for this work. If cost estimates for this work exceed this total allowance,notice will be provided to the City before the allowance is exceeded. 2. MS4 Permit Industrial/commercial Program and Clean Bay Restaurant Program Implementation. 01203.0022/300143.2 A. Inspections-There are approximately 10 auto/retail gas and 52 restaurant facilities requiring inspections according to the following frequencies: (l)Auto/retail gas— every 2.5 years(2)Restaurants—annually. The Clean Bay Restaurant Inspections Program will be conducted for all restaurant sites. i.Inspect and assess facilities listed as critical sources in accordance with the municipal permit. ii.Complete inspection reports including any relevant photographs&maps. B. Enforcement Actions and Database Management. i.A facility that is found to have minor corrections required(e.g.trash bin lids open)will be sent a friendly follow-up letter approximately one month from the date of the inspection,and will include additional educational materials. ii.Any facility found to be in significant violation of the NPDES permit a Notice of Violation(NOV)will be forwarded to the City contact for approval and signature. Re-inspections will be conducted within the time frame listed in the NOV. 3. MS4 Permit Illicit Connection Illicit Discharge (ICID) Detection and Elimination Program Assistance. A. Inspections and Enforcement Actions-The proposed ICID Program will consist of the following: i.Inspectors will be available to perform ICID investigations and required follow- up inspections in response to citizen or City complaints,or observations of violations of the City Stormwater Ordinance and Municipal Permit, ongoing as needed. ii.JLHA staff will assist the City in preparation of formal enforcement action,if needed,for dischargers failing to correct significant violations. iii.Conduct follow-up inspections with violations found under the Industrial and Commercial inspection and Site Visit Program as necessary. 4. MS4 Permit Public Agency Activity Program Assistance and Staff Training. A. Public Works Field Training-One employee training session for appropriate City personnel will be held on the topic of Public Agency Activity Program. B. Integrated Pest Management(IPM)Plan—Develop IPM Policy for use by City staff. C. Identified Facility Inventory—Establish and maintain inventory of 24 categories of public facilities. 01203.0022/300143.2 D. 64 Activity Best Management Practice(BMP)List- Develop BMP"fact sheet"for 64 activities identified in MS4 Permit. Fact Sheets will provide guidance to City staff on proper BMP practices and waste disposal. 5. MS4 Permit Public Outreach Program. A. Material development—JLHA will assist with this task on request. Tasks may include: i.News articles containing news or information on stormwater issues will be developed and pitched to local/City newspapers for release. ii.The Point-of-Purchase outreach,which partners with local businesses within the City whose clientele have a higher likelihood through their day to day activities(such as do-it-yourselfers,auto repair)of potentially contributing to stormwater pollution,will be developed and implemented at least once annually. iii.Continue with the existing program for annual implementation that reaches out to restaurant owners and their employees about the effects patio and sidewalk washing can have on stormwater pollution. Business outreach,sending brochures to select businesses to remind them to implement stormwater Best Management Plans. 6. MS4 Permit Planning and Land Development Implementation. A. Planning and Land Development Training-One employee training session for appropriate City personnel will be held on the topic of Planning and Land Development Program B. LID Plan Review—Review Low Impact Development(LID)Plans for compliance as needed. Included in plan checks are size comparisons of the proposed treatment systems to the land surface and potential rainfall,to ensure that the systems would have sufficient capacity to adequately remove pollutants from stormwater runoff. An annual allowance of$1,620 is included for this work. C. Post-construction inspections—Perform required inspections of treatment systems (e.g.biofiltration planter,infiltration trench)for projects with an approved LID Plan. All projects approved since 2012(a 2-year cycle)are included. 7. MS4 Permit Construction Program Implementation. A. Monthly Construction Inspections—Perform monthly inspections of State-permitted construction sites one acre or greater. B. Site Enforcement-JLHA staff will assist the City in preparation of formal enforcement action,if needed,for dischargers with significant violations. 01203.0022/300143.2 C. Review SWPPPs—Review Stormwater Pollution Prevention Plans(SWPPPs)for compliance as needed. An annual allowance of$1,080 is assumed for this work. Task 2—City's Share of Peninsula WMG EWMP Activities. 1. Watershed Meetings. A. Coordination-Schedule monthly/bi-monthly meetings,prepare agendas and meeting minutes on an on-going basis. 2. EWMP Implementation Memorandum of Understanding(MOU). A. Development — Develop EWMP Implementation MOU for Palos Verdes Peninsula Watershed Management Group to include description of implementation of Regional Projects and delineation of responsibilities to meet EWMP commitments.This is a one- time effort during the beginning of the EWMP Implementation phase. 3. External and Alternative Compliance Options. A. Coordinate Pursuit of—May include pursuit and coordination of TMDL reconsideration and Regional Projects with agencies outside of the Palos Verdes Peninsula Watershed Management Group on an on-going,as-needed basis. 4. Public Agency Activities. A. Construction Program Training—Develop and deliver 2 distinct training modules customized for Palos Verdes Peninsula(Peninsula)cities each to be delivered on 2 separate occasions on the Peninsula so that City staffs/contractors have 2 choices of dates for training. B. Model Contract Language—Provide model contract language to transfer permit responsibility for implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs per the MS4 Permit to contractors. This task will be accomplished during the first quarter of EWMP Implementation. 5. Watershed Report of Waste Discharge (ROWD). A. Preparation—Draft and finalize ROWD based on Watershed and Individual annual reports including CIMP Integrated Monitoring Compliance Report and any new information received since annual report preparation per the MS4 Permit.The Watershed ROWD is due July 1,2017 after the first year of implementation,and thereafter,will coincide with the Adaptive Management schedule. 6. Adaptive Management. A. Evaluate EWMP—Prepare an evaluation of the EWMP every two years from the date of program approval,April 19,2016,adapting the EWMP to become more effective per the requirements of the MS4 Permit.Modifications to the EWMP will be implemented upon approval by the Regional Water Board Executive Officer or 01203.0022/300143.2 within 60 days of submittal if the Regional Water Board Executive Officer expresses no objections. 7. Review and Edit Deliverables from Other Agencies. A. Review and Coordination—Review shared EWMP scope of work deliverables produced by other agencies party to the EWMP, or their consultants,and provide comments on an on-going, as needed basis. Provide coordination on joint EWMP Implementation activities on an on-going, as needed basis. Task 3—Annual CIMP Implementation MOU Activities. 1. Outfall Screening Program. A. Non-Stormwater Source Identification(ID)Investigation—Investigate the remaining 75%of the prioritized outfalls with signification non-stormwater discharge by December 28, 2017 for source identification. B. Non-Stormwater Source ID Reporting—Prepare a report of the results of the source identification investigation prior to the December 28,2017 deadline upon completion of the investigation. 2. Integrated Monitoring Compliance Report(IMCR). A. IMCR—Prepare an IMCR annually per the requirements of the MS4 Permit. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. MS4 Permit Annual Report; B. Bimonthly newsletters and NPDES meeting summaries; C. Industrial/commercial and Clean Bay Restaurant program inventory, inspection reports and violation notices; D. Illicit discharge detection investigation reports and violation notices; E. Training presentations and template documents and BMP fact sheets; F. Revised Public Outreach materials; G. Reviewed and approved LID Plans and SWPPPs; H. Construction program inventory, inspection reports and violation notices; 01203.0022/300143.2 I. Watershed meeting agendas and minutes; J. EWMP Implementation MOU; K. Model contract language to transfer permit responsibility for implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs per the MS4 Permit to contractors; L. Watershed ROWD; M. Evaluation of the EWMP (Adaptive Management); N. Non-Stormwater Source ID Report; and 0. Integrated Monitoring Compliance Report. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Bimonthly newsletters; B. Email updates on NPDES program developments' C. Draft Annual Report' D. Draft EWMP Implementation MOU' E. Updates on External and Alternative Compliance Options' F. Draft Watershed ROWD' G. Draft Adaptive Management Report(Evaluation of EWMP)' H. Draft Non-Stormwater Source ID Report' and I. Draft IMCR. 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. John Hunter; B. Jillian Brickey; 01203.0022/300143.2 C. Cameron McCullough; D. Jose Rodriguez; E. Michelle Kim; and F. Michelle Staffield. 01203.0022/300143.2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) None 01203.0022/300143.2 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks over the four year period at the estimated following rates: TASK 1 —City's MS4 Compliance Activities EST. ANNUAL 4-YEAR MAXIMUM BUDGET 1.1 MS4 Permit Program Management and Watershed $24,070 $96,280 Management 1.2 MS4 Permit Industrial/commercial Program and Clean $8,275 $33,100 Bay Restaurant Program Implementation 1.3 MS4 Permit Illicit Discharge Detection and $5,340 $21,360 Elimination Program Assistance 1.4 MS4 Permit Public Agency Activity Program $15,565 $62,260 Assistance and Staff Training 1.5 MS4 Permit Public Outreach Program $4,800 $19,200 1.6 MS4 Permit Planning and Land Development $3,595 $14,380 Implementation 1.7 MS4 Permit Construction Program Implementation $9,970 $39,880 Subtotal Task 1 $71,615 $286,460 TASK 2—City's Share of Peninsula WMG EWMP EST. ANNUAL 4-YEAR Activities MAXIMUM BUDGET 2.1 Watershed Meetings Coordination $7,290 $29,160 2.2 EWMP Implementation MOU Development(one $8,640 $8,640 time) 2.3 Pursuit of External and Alternative Compliance $25,920 $103,680 Options Coordination 01203.0022/300143.2 2.4 Public Agency Activities (Construction Program $10,080 $29,520 Training -annual. Providing model contract language —one time) 2.5 Watershed Report of Waste Discharge (Required 2017 $11,520 $34,560 and 2018, and thereafter biennial) 2.6 Adaptive Management(biennial) $26,640 $53,280 2.7 Review and Coordination with Other Peninsula $10,206 $40,824 EWMP Agencies Subtotal Task 2 $100,296 $299,664 TASK 3—Annual CIMP Implementation MOU EST. ANNUAL 4-YEAR Activities MAXIMUM BUDGET 3.1 Outfall Screening Program (to be completed by $4,660 $4,660 December 2017) 3.2 Integrated Monitoring Compliance Report $25,000 $100,000 Subtotal Task 3 $29,660 $104,660 Contract Total $201,571 $690,784 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 1.8. 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. 01203.0022/300143.2 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 as provided in Section 2.1 of this Agreement. V. Consultant shall be compensated for the Services on a time and materials basis,only for work actually performed, according to the rate sheet attached as Exhibit C-1. 01203.0022/300143.2 EXHIBIT C-1 RATE SCHEDULE JLHA STANDARD RATE SCHEDULE Title Ratel Principal, Director,Staff Engineer $165/hr Project Manager, Project Engineer $135/hr Environmental Compliance Specialist II $115/hr Environmental Compliance Specialist I and Public Outreach Specialist $95/hr Administrative Assistant, Laborer(OSHA 40hr certified) $65/hr Routine Industrial/Commercial Inspection $125/inspection Inspection at State-Permitted Industrial Facility $250/inspection State Certified Laboratory Analysis Cost+5% Legal Consultation,Court Appearances/Document review,etc. $250/hr Subcontracted equipment and services Cost+5% 1Rates valid for the period July 2016 to June 2017 and may be escalated annually beginning July 2017 per March to March PPI for the region or 3%, whichever is lower. EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely for a period of four(4)years ending June 30,2020, in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer. II. Effort over the four year period is cyclical annually, with about one quarter of the scope being performed in each year. The level of effort for each year will be performed during that year in accordance with Exhibit D-1. III. Consultant shall deliver the following tangible work products to the City by the following dates. A. Draft MS4 Permit Annual Report by November 15 each year. B. Newsletters bimonthly and NPDES/WMG meeting summaries within 10 working days of meeting. C. Industrial/commercial and Clean Bay Restaurant program inspection reports and violation notices within one month of the inspection/violation. D. Illicit discharge detection investigation reports and violation notices within one month of investigation. E. Training presentations at time of training and new and revised template documents and BMP fact sheets at time of training. Training is conducted once a year, ideally prior to or at the beginning of the rainy season. F. Revised Public Outreach materials as needed. G. Reviewed LID Plans and SWPPPs within 10 working days of receiving initial plan submittals. Follow up reviews will be performed within 10 working days. H. Construction program inspection reports and violation notices within one month of the inspection/violation. I. Watershed meeting agendas 1 day prior to meeting. J. EWMP Implementation MOU by end of June 2016. K. Model contract language to transfer permit responsibility for implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs per the MS4 Permit to contractors within the first year of EWMP Implementation. 01203.0022/300143.2 L. Draft Watershed ROWD one month prior to June 1, 2017 deadline for first year, and one month prior to deadline coinciding with Adaptive Management process. M. Draft Evaluation of the EWMP (Adaptive Management) — One month prior to biennial April 19 deadline. First Adaptive Management evaluation due April 19, 2018. N. Draft Non-Stormwater Source ID Report— 10 working days prior to December 28, 2017 deadline for source identification. O. Draft Integrated Monitoring Compliance Report by November 15 each year. IV. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0022/300143.2 EXHIBIT D-1 SCHEDULE OF PERFORMANCE-ESTIMATED ANNUAL CYCLE TASK DESCRIPTION I Estimated Cost Occurance-Typical per Contract Year' SubTask Basis Q1 Q2 Q3 Q4 Total 102 Task 1-City's MS4 Permit Compliance Activities3 1.1 Program Management and Watershed Management A LA County Regional meetings(attend,report) 1.1.A As-needed 100% 100% B Peninsula WMG meetings(agenda,attend,minutes) 1.1.B On-going 25% 25% 25% 25% 100% C Newsletters,Presentations,Regional Board corresp. 1.1.0 On-going 25% 25% 25% 25% 100% D Annual Report and Machado Lake Report 1.1.D Annual 100% 100% (preparation,submittal) E Assistance with city-specific Watershed projects and 1.1.E As-needed 100% 100% feasibility studies 1.2 Industrial/commercial Program and Clean Bay Restaurant Program Implementation A Inspections 1.2.A On-going 25% 25% 25% 25% 100% B Enforcement Actions and Database Management 1.2.8 On-going 25% 25% 25% 25% 100% 1.3 Illicit Discharge Detection and Elimination Program Assistance A Inspections and Enforcement Actions 1.3.A On-going 25% 25% 25% 25% 100% 1.4 Public Agency Activity Program Assistance and Staff Training A Public Works Field Training 1.4.A Annual 100% 100% B Integrated Pest Mangement(IPM)Plan 1.4.B As-needed 100% 100% C Identified Facility Inventory 1.4.0 As-needed 100% 100% D 64 Activity BMP List 1.4.0 As-needed 100% 100% 1.5 Public Outreach Program A Material development 1.5.A As-needed 100% 100% 1.6 Planning and Land Development Implementation A Planning and Land Development Training 1.6.A Annual 100% 100% B LID Plan Review 1.6.B As-needed 100% 100% C Post-construction inspections 1.6.0 As-needed 100% 100% 1.7 Construction Program Implementation A Monthly Construction Inspections 1.7.A On-going 25% 25% 25% 25% 100% B Site Enforcement 1.7.B As-needed 100% 100% C Review SWPPPs 1.7.0 As-needed 100% 100% Task 2-City's Share of Peninsula WMG EWMP Activities' 2.1 Watershed Meetings A Coordination 2.1A On-going 25% 25% 25% 25% 100% 2.2 EWMP Implementation MOU A Development 2.2A One-time 100% 100% 2.3 External and Alternative Compliance Options A Coordinate Pursuit of 2.3A On-going 25% 25% 25% 25% 100% 2.4 Public Agency Activities A Construction Program Training 2.4A On-going 50% 50% 100% B Model Contract Language 2.4B One-time 100% 100% 2.5 Watershed Report of Waste Discharge A Preparation 2.5A Biennial 100% 100% 2.6 Adaptive Management A Evaluation of EWMP 2.6A Biennial 100% 100% 2.7 Review Deliverables from Other Agencies A Review and Coordination 2.7A On-going 25% 25% 25% 25% 100% Task 3-Annual CIMP Implementation MOU Activities' 3.1 Outfall Screening Program A Non-SW Source ID Investigation 3.1A Annual 25% 25% 25% 25% 100% B Non-SW Source ID Reporting 3.1B One-time 100% 100% 3.2 Integrated Monitoring Compliance Report A IMCR 3.2A Annual 100% 100% Notes: This an estimated schedule of expenditures for a typical contract year.Weather,project needs,review submittal load,regulatory changes,staff availability,etc.may all contribute to variations in the quarter in which activities occur.The purpose of the table is to provide a reasonable check against invoices presented not a restriction to periods in which activities may be invoiced. 2 Sub-task ID will be indicated on each invoice line item. 3 See Exhibit A for description of each task item v AMENDMENT NO. 5 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No 5") by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation ("City"), and JOHNSON FAVARO, a California corporation ("Consultant"), is effective as of March 1, 2022 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated December 18,2018(Agreement)whereby Consultant agreed to provide engineenng design services for the Ladera Linda Community Park Project (the Services) for a Term of one year for a Contract Sum of$538,460 00 The Agreement provided for an additional one- year extension at the City's discretion B Due to the necessity for Conditional Use Permit review and California Environmental Quality Act review, the Services required additional tasks that would take longer than anticipated Therefore, on December 17, 2019, the City and Consultant entered into the Amendment No 1 to the Agreement to extend the Term of the Agreement by one year to expire on December 18, 2020 and to increase the Contract Sum to $553,200 00 (Amendment No 1) C Due to delays resulting from the COVID-19 pandemic, additional time was required to complete the Services contemplated in the Agreement and in Amendment No 1 Therefore, the City and Consultant again amended the Agreement to extend the Term to December 18, 2021 (Amendment No 2) D On June 1, 2021, City and Consultant amended the Agreement to add the following services (i) cost estimate update and reformatting, and (ii) revisions to the design for the enclosed restrooms The additional services increased the compensation by$25,548 00 for a new Contract Sum of$578,748 00 (Amendment No 3) E On July 6, 2021, City and Consultant amended the Agreement to add the following services (i) security consulting and design for$42,784 00, and(ii)dry utility coordination management and design for $89,950 00 The additional services increased the Contract Sum to $711,082 00 (Amendment No 4) F City and Consultant wish to further amend the Agreement to add Construction Administration and Closeout Phase services for $333,941 00 The additional services increase the Contract Sum to $1,045,023 00 and is hereby considered Amendment No 5 /// /// TERMS 1 Contract Changes The Agreement is amended as provided herein (a) Amended Exhibit"A" Scope of Services (b) Amended Exhibit"B" Special Requirements (c) Amended Exhibit"C" Schedule of Compensation (d) Amended Exhibit"D" Schedule of Performance 2 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment 5 Authority The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entenng into this Amendment does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0001/308425 2 -2- 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 1411, B / AAP Davi• L Bradley, ayo ATTEST eresa aoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W Wyn r, City Attorney CONSULTANT JOHNSON FAV: ' • By e STS✓E Title PrLc j ct,A, By _0:271-52,(54.4---b�J4avt =si-�s�r Title '4avc-4po Address 50 8 $mow sq-; GI>Lvert_ l(-t'� �A 102Z2- Two 0292Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0001/308425 2 -3- CALIFORNIA ALL—PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANAEIIE /Z L _ OnFfQ?St ,202'before me,3W IR ✓b.'7r',personally appeared J1f2S cA'Mi ,proved to me on the basis of satisfactory evidence to be the person({) whose names(a') is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herttheir authorized capacity(res), and that by his/heritheir signature() on the instrument the person(s), or the entity upon behalf of which the person(i) 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 sealVC—/�J SHE LA tgiyroi e Notay Pig a California U�'�Z�(` Los Arge es County I Signature �'� Commissar a 2297594 g My Comm Exvires AA'15 2023 OPTIONAL Though the data below is not required by law, it may prove valuable to pers relying on the document and could prevent fraudulent reattachment of this form CAPA ITY CLAIMED BY SIGNER ESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVID I : ❑ CORPORAT' •FFICER TITLE OR TYPE OF DOCUMENT TITL ❑ PARTNER(S) 0 L TED GE ' : •L NUMBER OF PAGES ❑ ATTORNEY .'i-FACT ❑ TRUST ' ) ❑ GU•.`1IAN/CONSERVATOR ❑ e HER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0001/308425 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGfaELES i Ong SNI ,2021 before me,57 'T',personally appeared STIV E ,ab ti N,So a/proved to me on the basis of satisfactory evidence to be the person() whose names(4) is/ase subscnbed to the within instrument and acknowledged to me that he/she/hey executed the same in his/her4their authonzed capacity(ies), and that by his/herf heir signature(s) on the Instrument the person(g), or the entity upon behalf of which the person(i) 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 SHEILA TRI'/EDI WITNESS my hand and official seal Notary Oubl c callrorn,a ,S- •. , Los ssio es County s��iDy Comnnsior r 2297590 Signa My Comm Ex,,es Aug 15 2027 OPTIONAL Though the data below is not required by law, it may prove valuable to persons - ing on the document and could prevent fraudulent reattachment of this form CAPACI ' LAIMED BY SIGNER ; SCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFIC • TITLE OR TYPE OF DOCUMENT TITL : El PARTNE' ) El LIMITED ❑ GENERAL NUMBER OF PAGES ❑ • - ORNEY-IN-FACT O TRUSTEE(S) El GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S •THER THAN NAMED ABOVE 01203 0001/308425 2 AMENDED EXHIBIT "A" SCOPE OF SERVICES FOR CONSTRUCTION ADMINISTRATION AND CLOSEOUT PHASES SERVICES PURSUANT TO AMENDMENT NO. 5 Administration. The Architect's administrative responsibilities during the Construction Phase shall generally include administration of the Construction Contracts as provided in the General Conditions,including,without limitation,the following (i)review and interpretation of the design requirements of the Contract Documents, (ii)penodic Site observations, (iii)review and approval of Submittals,(iv)review,evaluation and recommendations with respect to the Schedule of Values and Applications for Payment, (v) review and recommendations on requests for substitutions by Contractor and Separate Contractors, (vi) responding to requests for information or clarification by Contractor, Separate Contractors, City's Representative and/or City, (vii) preparation of documents for Change Orders and Change Directives, (viii) inspection and cntical evaluation of mock-ups prepared by Contractor or Separate Contractors, and(ix)general consultation with City and/or City's Representative on design matters Notices. Architect shall provide such notices as may be required by Applicable Laws to Governmental Authonties applicable to its services as Architect or Engineer of record that Work is being, or is about to be, carried out at the Site, any required information concerning the identity of the Contractor and/or the Architect, and other required information concerning performance of the Work Attendance at Meetings. The Architect shall attend all necessary pre-construction and regular construction meetings with the Contractor The regular construction meetings shall, unless otherwise directed by the City's Representative, occur weekly The Contractor or City's Representative shall prepare and distribute construction meeting minutes Corrections. The Architect shall, at no cost to the City, promptly and satisfactonly correct any and all errors, omissions, deficiencies, ambiguities, conflicts or violations of Applicable Laws contained in the Construction Documents prepared by the Architect or its Subconsultants Site Observations. The Architect, and its Subconsultants, as appropnate to the stage of the Work, shall observe construction at the Site as it progresses Such observations by Architect shall be made not less frequently than weekly Subject to the limitations on Architect's responsibilities set forth in Paragraph 2 6 16, all such observations shall be conducted deliberately and thoroughly for the purpose of (i) ascertaining in general that the character, scope, quality and detail of construction (including workmanship and matenals) comply with the Contract Documents, the directives of City's Representative and/or City, approved Submittals, Architect clarifications and requirements of lawful orders of Governmental Authonties, (ii) evaluating the progress of the Work, (in) evaluating the suitability of the Project, and/or any portion thereof designated by City, for use and/or occupancy, (iv) investigating and responding to design and constructability issues or questions of concern from Project Team members, or as noted in any inspection reports furnished to the Architect or to any of Architect's Subconsultants, (v) observing the overall quality of 01203 0001/308425 2 Contractor's performance, (vi) reviewing construction of crucial components of the Work, and (vii) observing the performance of specified or directed tests significant to the acceptability of components of the Work Observations shall be separate from any inspections that may be provided by inspectors retained by City,Contractor or others and such inspections shall not relieve the Architect of its responsibilities under this Agreement, subject to the limitations of Paragraph 2 6 16 Any Subconsultant who has prepared designs or specifications shall be responsible to observe, in accordance with the provisions of this Agreement, those portions of the Work that he/she has so designed or specified Site Observation Reports. Within three (3) Days after conducting a Site observation, Architect (including Subconsultants)shall submit to City's Representative and City a written report detailing its observations at the Site regarding those matters with respect to which Architect is required to conduct such observations as set forth in Paragraph 2 6 8, above Fabricated Materials. Architect shall check fabricated matenals and equipment located on or outside the Site within 120 miles as a Basic Service when and in such manner as such checks are required by the Contract Documents Defective Work. The Architect shall, if applicable, recommend to the City's Representative in writing the rejection of Defective Work and the reasons therefore Testing, Inspection. The Architect shall, if applicable, recommend to the City's Representative in writing the rejection of Defective Work and the reasons therefore Applications for Payment. Architect shall, if and when requested by City, evaluate (and, if requested by City, certify) Applications for Payment and the data comprising Applications for Payment and provide recommendations (and, if requested by City, certification) to City as to whether the Work has progressed to the point indicated in such Applications for Payment and whether, to the best of the Architect's knowledge, information and belief the Work has progressed to the point indicated and the quality of the Work is in accordance with the Contract Documents Architect's recommendations in that regard are subject to an evaluation of the Work upon Substantial Completion,to the results of subsequent tests and inspections,to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by Architect that are consistent with its obligations under this Agreement However, a recommendation for payment or the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the work, (2)reviewed construction means, methods, techniques, schedules, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material and equipment suppliers and other data requested by the City to substantiate the Contractor's right to payment (4) ascertained how or for what purpose the Contractor has used the money previously paid on account of the Contract Sum, or(5)determined that the Work is without defects, or(6) determined that the Certificate of Payment covers work by Design Build Contractors, Subcontractors, and the City's separate contractors, or other work for which the Architect is not providing full services,provided,however,that in any event Architect's obligation to certify shall be consistent with an industry standard certification 01203 0001/308425 2 Interpretations. The Architect shall, if requested by the City, issue interpretations and clarifications, in narrative form and/or in the form of revised Drawings or Specifications, as appropriate, of the design requirements of the Contract Documents Such clarifications and interpretations shall be transmitted to the City's Representative in writing for distribution, as the City deems appropnate, to other Project Team members and shall not be communicated to any other Project Team member by Architect or its Subconsultants unless approved by City's Representative in writing Construction Means, Methods, Safety. Notwithstanding anything provided herein to the contrary, the Architect shall not have control over and charge of, and shall not be responsible for construction means, methods, techniques, schedules, sequences or procedures, fabrication, procurement, shipment, delivery or installation of the Work Neither the professional activities of the Architect, nor the presence of the Architect or its employees and Subconsultants at the Site, shall relieve the Contractor and Separate Contractors of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing,supervising and coordinating the Work in accordance with the Contract Documents and any health or safety precautions required by an Governmental Authorities Except as otherwise set forth herein, Architect and its personnel have no authority to exercise any control over the Contractor or Separate Contractors in connection with the Work or any health or safety programs or procedures City agrees that the Contractor and Separate Contractors shall be solely responsible for Site safety Change Orders, Change Directives, Claims. The Architect shall prepare Drawings and Specifications in connection with the issuance of Change Directives and Change Orders and secure approvals thereof by Governmental Authorities in accordance with Applicable Laws Architect shall be entitled to compensation for the preparation of Drawings and Specifications in connection with the issuance of Change Directives and Change Orders only to the extent allowed by Article 3 of this Agreement The Architect shall not be entitled to compensation for the preparation of Drawings and Specifications necessitated by errors,omissions,deficiencies,ambiguities,conflicts or violations of Applicable Laws contained in the Design Documents to the extent caused or created by Architect or its Subconsultants Architect shall provide advice and support to City in evaluating the Contractor's entitlement to additional costs, time extensions and claims, and Architect shall assist City in the resolution thereof Rejection of Work. Subject to the provisions of this Paragraph,Architect shall have the authority to recommend to the City to reject Work which does not conform to the Contract Documents or to require additional inspection or testing in accordance with the provisions of the Contract Documents,whether or not such Work is fabncated,installed or completed Such action shall only be taken after consultation with and upon written approval by City Neither this authority nor a decision made in good faith and in accordance with the provisions of this Paragraph either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Architect to Contractor, any Subcontractor or to either of their agents, representatives or other persons performing the Work Submittals. Architect and its Subconsultants, where appropriate, shall review and approve (or take such other action leading to the correction, resubmittal and ultimate approval) of Submittals 01203 0001/308425 2 for the purpose of checking for conformance with the information given in,and the design concept expressed by,the Contract Documents The Architect's action shall be taken with such reasonable promptness as to not Delay progress of the Work by the review of such Submittals by City, City's Representative or Separate Contractors, while allowing a reasonable time for such professional review Such review shall not constitute approval of safety precautions or, unless specifically required by the Contract Documents, the Contractor's means, methods, techniques, sequences or procedures The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component When professional certification of performance charactenstics of matenals, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the matenals, systems or equipment will meet the performance cntena required by the Contract Documents Architect shall review the plans, submittals from City's Specialty Consultants and City's contractors and Contract Documents to determine to the best of Architect's knowledge, information and belief whether they are in accordance with all Applicable Laws If, and to the extent necessary,Architect shall consult with building code Architects to assure that the Plans and Specifications comply with current Applicable Laws There shall be no additional charges for plan changes as a result of changes in Applicable Laws of which Architect or Architect's Architect were, or should have been, aware at the time of development of the Contract Documents If changes occur in Applicable Laws, compliance with which requires revisions to the Contract Documents, dunng the Project, Architect may be entitled to be paid for Additional Services as agreed in advance with City Access to Work. Architect shall at all times during performance of this Agreement have access to the Work wherever it is in preparation or in progress Substantial Completion, Final Completion. The Architect shall accompany and assist the City and/or the City's Representative in evaluation (and, if requested by City and/or City's Representative, certification) of Substantial Completion and Final Completion and in preparation of"punchlists" of minor items of Work to be completed or corrected for Substantial Completion and Final Completion The Architect shall advise the City's Representative whether items listed thereon have been completed in accordance with the requirements of the Contract Documents The Architect shall review for conformance with the Contract Documents all Record Documents and other items required by the Contract Documents to be delivered by Contractor or Separate Contractors as a condition of the final payment to Contractor Updated Design Documents,As-Builts. The Architect shall carefully review all portions of the As-Built Documents prepared, assembled and certified by Contractor and compare them to the observed and observable conditions on the Site and in the Work, as well as to other portions of the As-Built Documents Discrepancies shall be noted by the Architect,whereupon the Architect shall return the As-Built Documents to Contractor for further review and correction by the Contractor Following corrections by the Contractor,Architect shall review the corrected As-Built Documents to confirm that the corrections have been properly made At the point that all such discrepancies have been corrected, Architect shall state in venting its approval of the As-Built Documents Such review and approval by the Architect is limited confirming general conformance of the As-Built Documents with the visible, non-concealed conditions at the Site at the time of Final Completion 01203 0001/308425 2 Architect does not, by reason of its review of the As-Builts that are submitted by Contractor pursuant to this Paragraph 2 6 20, warrant their accuracy 01203 0001/308425 2 AMENDED EXHIBIT "B" SPECIAL REQUIREMENTS FOR CONSTRUCTION ADMINISTRATION AND CLOSEOUT PHASE SERVICES PURSUANT TO AMENDMENT NO. 5 Communications. The City will furnish the Architect with copies of written communications between the City and Contractor, including all Contractor requests for information With respect to non-material matters relating to design that may be addressed in such communications, unless the Architect, within five (5) Business Days of receipt of a written communication to the Contractor provides written notification to the City's Representative that the Architect disagrees with the content of the written communication, specifying the reason for the disagreement, the Architect shall be deemed to agree with the content of such communication Notice of all material matters relating to design shall be addressed and sent directly to Architect With respect to such material matters relating to design that may be addressed in such communications, unless the Architect, within five (5) Business Days of receipt of a written communication to the Contractor provides written notification to the City's Representative that the Architect disagrees with the content of the written communication, specifying the reason for the disagreement, the Architect shall be deemed to agree with the content of such communication No Delay. The Architect shall not delay its interpretations, decisions, reviews or other functions pursuant to this Agreement or otherwise cause or contribute to a disruption of construction or a delay to the progress of construction of the Project 01203 0001/308425 2 AMENDED EXHIBIT "C" SCHEDULE OF COMPENSATION FOR CONSTRUCTION ADMINISTRATION SERVICES PURSUANT TO AMENDMENT NO. 5 Fees by Discipline Architecture (Johnson Favaro) $231,293 00 Civil (KPFF) $48,000 00 Structural (Englekirk) $11,000 00 MEP (Vantage) $16,000 00 Landscape (KSA Design Studios) $13,000 00 Lighting (Darkhorse Lightworks) $11,480 00 Security (Secure Consulting and Design) $3,168 00 Total $333,941 00 Fees by Phase Construction Administration $316,506 00 Close out $17,435 00 Total $333,941 00 01203 0001/308425 2 AMENDED EXHIBIT "D" SCHEDULE OF PERFORMANCE FOR CONSTRUCTION ADMINISTRATION SERVICES PURSUANT TO AMENDMENT NO. 5 The duration of the services shall continue until Final Completion of the construction and close- out All services shall be performed in a timely manner so as not to delay construction 01203 0001/308425 2 AMENDMENT NO 4 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (Amendment No 4) by and between the CITY OF RANCHO PALOS VERDES (City) and JOHNSON FAVARO, a California corporation ( Consultant ) is effective as of July 6, 2021 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated December 18 2018 (Agreement)whereby Consultant agreed to provide engineering design services for the Ladera Linda Community Park Project (the Services) for a Term of one year for a Contract Sum of$538 460 The Agreement provided for an additional one-year extension at the City s discretion B Due to the necessity for Conditional Use Permit review and California Environmental Quality Act review the Services required additional tasks and would take longer than anticipated Therefore on December 17, 2019, the City and Consultant entered into the Amendment No 1 to the Agreement to extend the Term of the Agreement by one year to expire on December 18 2020 and to increase the Contract Sum to $553 200 C Due to delays resulting from the COVID-19 pandemic, additional time was required to complete the Services contemplated in the Agreement and in Amendment No 1 Therefore the City and Consultant again amended the Agreement to extend the Term to December 18 2021 (Amendment No 2) D On June 1, 2021 City and Consultant amended the Agreement (Amendment No 3)to add the following services (i) cost estimate update and reformatting and (ii) revisions to the design for the enclosed restrooms The additional services increased the compensation by $25 548 for a new Contract Sum of$578 748 E City and Consultant wish to further amend the Agreement to add the following services (i) security consulting and design for $42 784 and (ii) dry utility coordination management and design for $89 950 The additional services increase the Contract Sum to $711 082 TERMS I Contract Changes The Agreement is amended as provided herein Deleted text is indicated in str+keth-Febigh and added text in bold italics (a) Section 2 1, Contract Sum, is amended to read Subject to any limitations set forth in this Agreement City agrees to pay Consultant the amounts specified in the `Schedule of Compensation attached hereto in Exhibit "A-1 and Exhibit ' A-2 and incorporated herein by this reference The total compensation including reimbursement for actual expenses shall not exceed $578,718 (Five Hundred Seventy Eight .. . - - - - . . . -. - -• tk: . $711,082 (Seven Hundred Eleven Thousand Eighty Two Dollars) (the `Contract Sum ) unless additional compensation is approved pursuant to Section 1 9 (b) Exhibit "A-1", Scope of Work and Schedule of Compensation For Security Services Pursuant To Amendment No 4 (c) Exhibit "A-2", Scope of Work and Schedule of Compensation For Dry Utility Coordination, Management,and Design Services Pursuant to Amendment No 4, attached hereto, is added to the Agreement (d) The following is added to at the bottom of Section 1 of Exhibit "D," Schedule of Performance, as provided in Amendment No 3 All Additional Services provided in Amendment Nos 3 and 4 shall be subject to the above Schedule of Performance 2 Continuing Effect of Agreement Except as amended by Amendment Nos 1 through 4 all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 4 whenever the term Agreement appears in the Agreement, it shall mean the Agreement as amended by Amendment Nos 1 through 4 3 Affirmation of Agreement; Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid and binding obligation Consultant represents and warrants to City that as of the date of this Amendment No 4 City is not in default of any material term of the Agreement and that there have been no events that with the passing of time or the giving of notice or both would constitute a material default under the Agreement City represents and warrants to Consultant that as of the date of this Amendment No 4 Consultant is not in default of any material term of the Agreement and that there have been no events that with the passing of time or the giving of notice or both would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 4 5 Authority The persons executing this Amendment No 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Amendment No 4 on behalf of said party, (iii) by so executing this Amendment No 4 such party is formally bound to the provisions of this Amendment No 4 and 01203 0006/7h7131 -2- (iv)the entering into this Amendment No 4 does not violate any provision of any other agreement to which said party is bound SIGNATURES ON NEXT PAGE' 01203 0006/72713 1 -3- 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(k..xisl Eric Alegria, yor ATTEST t-Ta' .• a, City Clerk APPROVED AS TO FORM. ALESHIRE & WYNDER, LLP Ze),agediei,1 41.14-Th William W Wynder, City Attorney CONSULTANT JOHNSON FAVARO, a California corporation By Q/Zi0 1 ame Jim Favaro Title�� ipal Ire By *e Stev: Johnson Title Prin pal Address 5898 Blackwelder Street Culver City, CA 90232 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President, and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/725713 1 -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 312-b ,2021 before me,SK c 1 A-`7knv o)apersonally appeared,1�. cP I4(Lv proved to me on the basis of sats factory evidence to be the person(g) whose names(F) Is/are subscribed to the within instrument and acknowledged to me that he/s14e4bey executed the same in his/heheir authorized capacity(ies), and that by his/Iieir signature(s) on the instrument the person(1), or the entity upon behalf of which the person(i) 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 , , SMEILAf 6,....-111,,,,i Notary Publicc California _ s >y Los Angeles County �y ` -, r k z J.. r Commission a 2297594 - Signature t/`W`+ •`f �J My Comm ExoiresAug 15 2023 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 p INDIVIDUAL ❑ CORPORATE OF ER TITLE OR TY PE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LI TED ❑ GEN 'AL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSER ATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRE NTING (NAME OF PERSO S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On—] f2(o l ,2021 before me,s a 7)i'personally appeared 5i 1f TO t` i/proved to me on the basis of satisfactory evidence to be the person(i) Hhose names(stj is/ape subscribed to the within instrument and acknowledged to me that he/shey executed the same in his/herkheir authorized capacity(ies); and that by his/herftheir signature(56 on the instrument the person(L), or the entity upon behalf of which the person(sJ 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 SHEILA TRIVEDI WITNESS my hand and official seal `i:� Notary Public CalHornia &—e6:111652 --f : •+' los AngelesCounty'� Commission p 2297594 MY Comm Expires Aug 15 2023 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 D . " ' IPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OF CER TITLE OR TYPE OF DOCUMENT TITLE(S)_ ❑ PARTNER(S) LI s. TED ❑ GEN' :AL NUMBER OF PAGES ❑ ATT• ' EY-IN-FACT ❑ T' STEE(S) ❑ UARDIAN/CONSERVATOR ❑ • HER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 6 EXHIBIT "A-1" SCOPE OF WORK AND SCHEDULE OF COMPENSATION FOR SECURITY SERVICES PURSUANT TO AMENDMENT NO 4 7 EXHIBIT "A-2" SCOPE OF WORK AND SCHEDULE OF COMPENSATION FOR DRY UTILITY COORDINATION, MANAGEMENT, AND DESIGN PURSUANT TO AMENDMENT NO 4 8 EXHIBIT "A-1" Scope of Work and Schedule of Compensation for Security Services C SECURE CONSULTING & DESIGN D September 12, 2019 Revised September 25, 2019 Revised April 21, 2021 Revised April 22, 2021 Revised Draft June 4, 2021 Revised June 22, 2021 Via Email idennertacohnsonfavaro com Ms Ingrid Dennert Johnson Favaro Architecture + Urban Design 5898 Blackwelder Street Culver City, CA 90232 RE Proposal to Provide Security Consulting and Design Services For the Ladera Linda Park and Community Center- Security System Rancho Palos Verdes, California SC&D Proposal No 119002-00 Dear Ingrid, Secure Consulting & Design (SC&D) is pleased to submit this proposal to provide security consulting services to Johnson Favaro (Client) for the above referenced project INTRODUCTION Ladera Linda Park is an 11-acre neighborhood park located on Forrestal Drive Accounting for steep hillsides,the park has only 5 5 acres of usable park space The project includes a new Community Center building, totaling 5,730 SF (enclosed/conditioned floor area — circulation for the building is covered and not conditioned) The new community center building includes four classrooms and 1 meeting room that will also be used for orientation/educational programming associated with the adjoining preserve The project also includes redevelopment of the park, with the primary focus of restoring most of the site to the natural landscape native to the peninsula — low chaparral and trails No new program uses are proposed in the park as compared to existing, which includes an open field for informal play/recreation, a children's playground, a basketball court and a paddle tennis/pickle ball court Parking for the site is provided in a new surface lot for 54 cars BASIC SERVICES For this proposal we will assume to provide drawings and specification for pole-mounted/building-mounted security cameras and system for the building and the surrounding grounds We will include an intrusion system with alarm points such as door alarms, interior glass break sensors Included will be a possible access control system Further services will include formal presentations, inclusion of information for staff reports, on-site meetings with the client and city officials with key Go-To-Meetings with the design team to develop and coordinate design with the client and other consultants We will prepare drawings, specifications, and the development of a Rough Order of Magnitude (ROM) estimated construction cost Security • Fire • Intercom • Emergency Telephone Systems 2484 Ashen Light Drive, Henderson, NV 89044, Phone(714)318-4771 drgallegos ddsecureconsultingdes,qn com EXHIBIT "A-1" Ladera Linda Park and Community Center- Security System Revised Draft June 4, 2021 Rancho Palos Verdes, CA 2 119002-00 SCHEMATIC DESIGN/DESIGN DEVELOPMENT PHASE This phase incorporates a preliminary effort to identify the design concept to ultimately arrive at the acceptable starting point The tasks are as follows TASK 1 – Design and Outreach 1 Kick off meeting with JF (Anticipated July 8) 2 Create PDF including imagery of site, site and building plan with security options (cameras location options-fixed or pan tilt zoon, motorized grilles vs glass breaks, access control options—main gate, office), cut sheets, Discussion topics such as LA County sheriff 24hr monitoring of cameras vs recording Include probable project budget as Rough Order of Magnitude (ROM) estimate 3 Review presentation with JF and revise 4 Meeting/presentation to City Staff to discuss options– In Person 5 Revise presentation to reflect staff comments 6 Conference call with Council subcommittee 7 Optional 2 Conference calls with remaining Council members, 2 at a time) 8 Revise presentation to reflect subcommittee comments 9 Create summary report for pending City Council meeting 10 Create draft Staff report and revise as required based on staff review and comment TASK 2– Preparation and Presentation for City Council Meeting 1 11 Revise summary report based on staff comments 12 Create draft Staff report and revise as required based on staff review and comment Finalize Staff report min 2 weeks prior to Council meeting 13 Prepare and review final City Council presentation with JF 14 1st City Council meeting presentation – in person TASK 3– Preparation and Presentation for City Council Meeting 2 15 Revise presentation to reflect City Council comments from Meeting 1 16 Revise and update summary report based on 1st City Council meeting input 17 Revise update Staff Report as required for 2nd city council meeting 18 Optional 2nd City Council Meeting presentation – in person 19 FINAL CITY COUNCIL APPROVAL OF SECURITY PLAN CONSTRUCTION DOCUMENT PHASE This phase constitutes the final design effort Documents produced during this phase will be used by the awarding contractor for bid purposes and will include details necessary for construction We anticipate 50%, and 100% deliverables for this phase The tasks outlined below are inclusive in each deliverable unless otherwise noted 1 Prepare and submit one copy of design drawings in CAD and PDF format for the security system per submission for a total of two submissions containing CAD files provided by the Client The drawings will consist of floor plans depicting the location, or relocation of control panels,field devices, riser locations, mounting details, required building power locations, and revised general notes The drawings will include system block diagram 2 Revise and resubmit the previously submitted ROM estimate EXHIBIT "A-1" Ladera Linda Park and Community Center- Security System Revised Draft June 4, 2021 Rancho Palos Verdes, CA 3 119002-00 3 Prepare and submit one copy of a security specification in Word and PDF formats 4 Attend further conference calls and Go-To-Meetings, as necessary BIDDING PHASE This phase shall include the response to comments and RFI's issued by Client and other Stakeholders and shall include 1 Up to five (5) responses to Requests for Information (RFI) 2 Attend conference calls and Go-To-Meetings, as necessary CLARIFICATIONS • The Client will arrange meetings and required conference calls • The Client will provide CAD files per submission PROFESSIONAL FEE SC&D will provide Basic Services on a fixed fee basis, which includes Reimbursable Expenses The fee for Basic Services is as follows Basic Phases Fee TASK 1, Design and Outreach Phase $8,598 TASK 2, Meeting 1 Phase $4,314 TASK 3, Meeting 2 Phase $2,478 Construction Document Phase—50% $5,726 Construction Document Phase— 100% $5,114 Bidding Phase $1,458 Total Fee $27,688 Additional Options Fee 2 meetings with remaining Council members-Conference Call $2,152 2nd City Council presentation In person $4,304 Total Fee $6,456 The fee for Basic Services does not include Additional Services described herein SC&D's fees shall be EXHIBIT "A-1" Ladera Linda Park and Community Center- Security System Revised Draft June 4, 2021 Rancho Palos Verdes, CA 4 119002-00 paid monthly in proportion to services performed REIMBURSABLE EXPENSES Reimbursable Expenses are included in the base bid ADDITIONAL SERVICES This proposal contemplates a scope of service based upon one project scheme Major revisions outside SC&D's control or responsibility that will require rework of contemplated work or more extensive work than originally agreed upon will be considered Additional Services Additional Services also includes all work (such as additional consultation, meetings or revisions) not outlined in Basic Services Additional services, excluded from the Basic Services, include but are not limited to the following • Additional Meetings • Additional Design Phases • Additional Construction Phases • Additional Construction Drawings • Production of shop or coordination drawings (other than that specified) • Development of alternate means of methods of design/construction equivalencies • By extension, the design or expansion of security apparatus beyond the confines of the project limitations Additional Services will not be performed unless authorized or requested by the Client TERMS AND CONDITIONS In order for us to perform this work, the Client shall provide SC&D complete information about the project including current design CAD files, prints, specifications, etc and advise the Consultant of any changes affecting his work as soon as possible upon consideration of the changes SC&D is not responsible for errors and omissions in drawings and/or data provided by the Owner, occupant, architect or other consultants for inclusion in the construction documents Invoices will be prepared in accordance with work performed Should this project be delayed for a period of six months or longer, SC&D reserves the right to modify this proposal to reflect any changes or rework that result from such a period of inactivity Any changes would be treated as an additional service SC&D warrants his services under this proposal to be exercised in a manner consistent with that level of care and skill ordinarily exercised by members of the SC&D's profession currently practicing in his locality under similar conditions No other warranty, either expressed or implied as to the results to be achieved because of this project, is made SC&D's liability to the Client relating to this agreement or to SC&D's services under this agreement, except in cases of gross negligence, shall not exceed the aggregate of SC&D's total fee for services under this agreement SC&D's shall provide professional liability insurance coverage as dictated by the general terms the Client has accepted per their contract agreement with the city of Rancho Palos Verdes SC&D shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the project site(s), including but not limited to asbestos, asbestos products, polychlorinated biphenyl(PCB)or other toxic substances EXHIBIT "A-1" Ladera Linda Park and Community Center- Security System Revised Draft June 4, 2021 Rancho Palos Verdes, CA 5 119002-00 This agreement may be accepted by signing in the space below and returning a countersigned copy of this agreement, or by authorizing, directing or permitting Secure Consulting & Design to proceed with the Scope of Services Thank you for your time and consideration SUBMITTED BY ACCEPTED BY SECURE CONSULTING & DESIGN JOHNSON FAVARO ARCHITECTS ,L1),v.,,,,h Name (signature) David Gallegos Consultant/Designer Name (print/type) Title Date EXHIBIT "A-1" EXHIBIT"A" ARCHITECTURE(JF)FEE SUMMARY DETAIL Ladera Linda Community Center Rancho Palos Verdes ADDITIONAL SERVICES:Security Add service FEE SUMMARY DETAIL JOHNSON FAVARO-ARCHITECTURE TASK STAFF RATE HOURS TOTAL Design Kickoff Development of options in coordination with Security Consultant Principal $216.72 5 $1,083.60 Senior Staff 4 $115.58 15 $1,733.70 SUBTOTAL $2,817 Meeting with Staff Prep.Meeting.and minutes Principal $216 72 2 5433.44 Senior Staff 4 $115 58 3 5346.74 SUBTOTAL $780 Meeting with Subcommittee Prep,Meeting.and minutes Principal $216.72 2 $433.44 Senior Staff 4 $115.58 3 $346.74 SUBTOTAL $780 Optional:2 meetings with remaining Council meetings.2 at a time Prep Meeting and minutes Principal $216.72 4 5866.88 Senior Staff 4 $115 58 6 $693.48 SUBTOTAL $1,560 Meeting with City Council Prep Mee:,^g an:r,nu:es Principal $216-" 2 5433.44 Senior Staff 4 $115 58 3 5346.74 SUBTOTAL $780 Optional:Second Meeting with City Council Prep.Meeting.and minutes Principal $216 72 2 5433.44 Senior Staff 4 $115.58 3 $346.74 SUBTOTAL $780 CD coordination,bid Coordination of Security with electrical.lighting.and structural and final detailing for permit set.Response to bid RFIs Principal $216 72 1 $216.72 Senior Staff 4 $115 5t 8 $924.64 SUBTOTAL $1,141 TOTAL $8,640 morow EXHIBIT A-2 `1 management Scope of Work and Schedule of Compensation for Dry Utility May 4,2021 Coordination Management and Design Services City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90725 RE: Dry Utility Coordination,Management and Design Ladera Linda Community Center and Park Morrow Management is pleased to provide Johnson Favaro (Client)with our proposal for dry utility coordination and management services associated with the Ladera Linda Community tenter ana Hark site located within the City of Rancho Palos Verdes. For the purpose of this proposal the"Project"is defined as: Ladera Linda Community Center and Park Dry utilities for this project are defined as the serving electric (Southern California Edison), telephone (Frontier Communications), gas (Southern California Gas Company)and the cable TV company(Cox Communications). Enclosed for your review are the following exhibits which outline our scope and associated fee structure: • Project Assumptions(Exhibit A) • Description of Standard Services(Exhibit A-2) • Minimum Insurance Requirements(Exhibit B) • Fee and Reimbursement Schedule(Exhibit C) • Statement of Understanding Between Parties(Exhibit D) If our proposed services and fee schedule are acceptable,please sign and return this document or incorporate into your form of agreement and return to us for execution. There may be certain existing utility conflicts,relocations.conversions and/or bring-ups which may be required and may warrant a revision to our scope for any additional coordination. It is our goal to address any such conflicts and/or additional constraints at an early stage of the project coordination. Additionally,should the Client request that utility designs be created in different or multiple work orders from those assumed as part of this contract we will review our scope of work and fee schedule to determine any necessary modifications. If you have any questions.feel free to contact me at 949/218-8500. We appreciate the opportunity to work with you and your team and are prepared to meet your needs for this site. Sincerely. Morrow Management Scott Morrow Principal 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 EXHIBIT A PROJECT ASSUMPTIONS Based on the request we received from the Client the following list includes coordination and design services determined to be included as part of this Project: 1. Design Development 1 Schematic Design(Exhibit A-2,Article 1) 2. New Business Utility Coordination&Management(Exhibit A-2,Article 2) 3. New Business Electric Applicant Design(Exhibit A-2,Article 3) 4. Dry Utility Composite Exhibit(Exhibit A-2,Article 4) Specific Assumptions: 1. Based on information received from the Client it is assumed the Project will consist of the development of a new community building (commercial service). 2. Project Specific: - The project site is currently developed with existing buildings that will be demolished. A meter/service and an idle facility removal work order may be required to remove the existing on-site utility services and equipment. Any time involved to support the removal or abandonment of existing utility services will be invoiced on a time-and-material basis as a miscellaneous task. - There are existing underground utilities along the project frontage of Forrestal Drive. This proposal references a separate time-and- material budget to further investigate any potential conflicts with the new development and existing facilities. Should any relocations or modifications to the existing facilities be required,a change order will be presented to the Client for the additional work order processing. - Electric Service Assumptions: Scope assumes that each building will be serviced with 3-phase (120/208v) power. Location(s) for transformers and required padmount equipment will need to be studied early in the design process as site plan modifications may be required. - Utility design and coordination scope includes the utility service to the site/building. Distribution of service from the utility meter or MPOE and within the building(s)to be designed and coordination by others. Support related to any utility distribution beyond the meter or MPOE will be provided and invoiced on a time-and-material basis. - Natural Gas(Southem California Gas Company)—No Natural Gas is assumed to be required for this project. - Street Lighting(as required)—all street lights assumed to be private and serviced from a meter pedestal(LS-3)or building house meter. Street light locations and power designs(private)to be prepared by others. - Unless otherwise noted, no relocation, overhead conversion (undergrounding). betterment or off-site bring-up work orders are anticipated for this project. - All required permitting and City or County submittals/processing(including encroachment requests)to be coordinated by others. - No private/shadow communication system is assumed to be required for this project. - Scope assumes the Client will sign the standard utility easements and that no customized legal descriptions or easement deed revisions will be required. 3. Proposal assumes there is sufficient area on site for standard transformer pads and required utility padmount equipment. 4. Multi-Family Only: This proposal does not consider any separate meter pedestal service processing. It is assumed any service needs for irrigation controllers.walkway or street lighting.gated entries will be served from house meters attached to the buildings. 5. Service Points—It is assumed that sufficient space will be available to accommodate the utility meter(s)and equipment based on conventional utility guidelines. Time incurred with coordination of special/customized meter placement. remote meter rooms and/or additional service points to the building(Added Facilities)may result in additional T&M charges. 6. Unless otherwise noted,bid packages and/or bid solicitation are not included as part of the standard utility design processing and coordination scope. 7. This proposal is based on all plans being available for one initial submittal to utility companies. Additional T&M charges may apply if additional submittals are required as a result of revised Project and/or design information as required by the Utility agency. 8. Unless otherwise noted.no off-site relocations,conversions or Utility line extensions/bring-ups are assumed to be required for the Project. 9. Unless otherwise noted. scope does not include idle facility removal work order processing and/or quitclaiming of any existing easements within or around Project boundary. 10. Coordination of temporary/interim services is not included in the standard scope. 11. Project location:32201 Forrestal Drive,Rancho Palos Verdes 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 Meter and Service Removal Requests: 12. Time incurred to support and/or coordinate any existing meter and service requests will be invoiced on a time-and-material basis as a miscellaneous task. Idle Facility Removal Work Order(s): 13. This proposal assumes a maximum of two (2) facility removal work orders to be processed with Southern California Edison. and Telecom purveyor. Mainline 1 Service Work Order(s): 14. This proposal assumes a maximum of one(1)new business commercial service work order(s)to be processed with each utility company as referenced within the fee structure. 15. It is assumed that each Utility provider will only provide one(1)service point to each building. Service point/meter locations will need to be studied early in the design process to ensure access and clearances are satisfactory to each Utility. Conversion I Relocation Work Order(s): 16. Western Property Line—Charter Service Relocation a. Proposal assumes a maximum of one(1)relocation design required to relocate the existing overhead Charter service to the neighboring commercial center. It is assumed the relocated service will originate from existing underground b. Project Specific: i. Scope assumes a single relocation work order. No other temporary or sho-fly work orders assumed to be required. ii. Scope assumes all third-party easements and required encroachment permits will be secured by the developer. CAD Base Map Preparation: 17. Based on Utility requirements.it is the client's responsibility to provide electronic base maps for the utility submittals and design preparation. 18. The provided AutoCAD base maps should be to scale and accurately identify all existing above and below grade utilities within and around the site boundary in addition to all proposed improvements required with the Project. 19. Most utility formatted base maps can be prepared within four(4)hours from the CAD files received from the design team(civil,landscape. architect). 20. Should Civil,landscape,architect files be provided in a format that requires more than four(4)hours to prepare the required base map or if information is missing from the base files which result in items being drawn by Morrow a change order for the excess/additional time will be required. General Conditions: 1. The Consultant will ensure that the local utility providers will provide Electric, Telecommunications, Gas and Cable Television service as required to serve the proposed development. The Consultant will assist the Client with planning, negotiating, designing and coordinating agreements and designs for the associated electric,telecommunications,gas and cable television service. 2. Scheduling: The Consultant will provide the Client with a preliminary/projected schedule that will outline the design. submittal, plan check and approval of drawings for electric,telecommunications,gas and cable television service. This schedule will provide a base understanding of the dry utility process based on the Client's needs. 3. Value Engineering: During the design process and throughout any negotiations or submittals to utility providers,the Consultant will strive to value engineer the cost of any work to be installed by the contractor. the utility companies and/or the owner. All design parameters are intended to serve the best interest of the subject property 4. Misc. Utility Services: Throughout the planning process there may be additional services required for the project such as main line stubs to future park sites.golf course clubhouses,maintenance buildings and pump stations as well as service(s)to irrigation meter pedestals.gated entrances.traffic signals and streetlights. If these items are brought to our attention after submittal to the utilities.they will be subject to a change order processing fee. 5. Street Light Plans: Unless otherwise noted, it is assumed that any street light plans required for the project will be prepared and approved by others. 6. Permits:Unless otherwise noted.proposal does not include processing of any required City,County or other agency permits associated with the project. 7. Standard Scope Assumptions: Our proposal is based on conventional meter and service requirements consisting of such items. but is not necessarily limited to the following. If these typical standards do not conform to the site plan or constraints,additional coordination will be required and a change order will be issued. 1130 Via Callejon • San Clemente, California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 a. Electric—assume padmount transformer(s) installation, electric metering gear on grade along exterior building wall or in meter room with direct access to the outside. b. Gas—assume a maximum of a two-tiered header.meters at grade level along exterior building wall. c. Telephone/Cable TV—assume termination backboard/demarcation point to be on exterior wall or in room with direct access to the outside. EXHIBIT A•2 DESCRIPTION OF STANDARD SERVICES ARTICLE 1 DESIGN DEVELOPMENT/SCHEMATIC DESIGN Design Development/Schematic Design Overview—The primary intent of the design development I schematic design phase is to prepare a dry utility schematic design to illustrate the anticipated utility infrastructure required for the project. The scope involves preliminary discussions with each utility to help refine service requirements and service options with the project's development team. Once the schematic design is complete the formal utility work order design and processing scope of service(s)shall commence as referenced below per the New Business Utility Coordination and Management. 1. Design Development/Schematic Design—Standard Scope a. Field project site and adjacent areas to review existing utility systems.probable source locations and potential site constraints. b.Research existing overhead pole line(s)and/or underground facilities that will potentially serve the subject property. c. Identify and confirm each of the serving utilities and research alternative service options. d.Review conditions of approval as needed or as available. e.Discuss potential service options with Client and project team members. f. Schematic Design: i. Obtain pertinent information from Client and team members related to project site plans.anticipated densities/loads.project phasing and construction responsibilities. ii. Analyze product type/architecture to determine possible service points and metering requirements iii. Prepare conceptual utility layouts for electric,communication and gas facilities referencing mainline joint trench.service points and structure locations. iv. Exhibit to be distributed to development team for preliminary coordination of possible equipment locations to assist in site development. v. Review preliminary/planning documents with Client and team members for potential conflicts,constraints and/or additional revisions. vi. Modify preliminary/planning documents with updated information received from team members or utilities. vii. Prepare additional detailed exhibits to include such items as: working clearances, access requirements, phasing/work order breakdown,etc. ARTICLE 2 NEW BUSINESS UTILITY COORDINATION&MANAGEMENT 2. Utility Coordination&Management—Standard Scope a. Plan Processing and Final Design Coordination i. Coordinate with civil engineer,architect and other design team members to review and obtain pertinent project design information for utility company design submittals. ii. Complete Customer Information sheet with Client and/or team members iii. Complete required authorization forms and/or related submittal documents. iv. Prepare listing of required submittal information such as street improvement plans.grading,plot plans.etc. v. Prepare preliminary schedule outlining anticipated tasks,duration and projected milestones. vi. Prepare and submit appropriate documents and plans to each utility. vii. Attend utility design conference and other related meetings as required during the preliminary design process. viii. As applicable.submit Client approved preliminary design(prepared by Consultant)to utility to incorporate into their respective utility design. ix. Maintain regular interface and coordination with each utility provider to complete the utility's preliminary designs. x. Review and coordinate any preliminary design revisions with each utility provider. xi. Review preliminary utility designs for accuracy and acceptance in preparation for team review and Client's approval and signature. xii. As applicable,submit Client approved preliminary utility design to each utility provider for final design preparation. 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 xiii. Provide on-going interface and coordination with each utility to complete final utility design. xiv. Review final design for accuracy and compatibility to preliminary design modifications. xv. Coordinate final utility design review and approval with Client and design team. Provide AutoCAD plans to Client and consultants as directed and if available to allow for the production of overlays and comprehensive site utility documentation. xvi. Coordinate and obtain each utility company's agreements, billings and right-of-way documents. Standard Scope assumes the standard utility easement and utility documents. Additional fees may result for the time associated with processing any non-standard agreements or easements including any third-party easement coordination xvii. Review all utility agreements and easements for accuracy of cost methodology, rule application and conformance to the Client's requirements and responsibilities. Submitted billing/contract package to Client shall include a summary of costs and potential refunds for the Client's execution and payment. xviii. Process executed agreements,billings and right-of-way documents with utilities. xix. Verify completed/approved work order and/or design status with each utility. xx. It is assumed that the Client will process any applicable applications and/or authorizations(including related streetlight forms)with the municipality as required. b.Street Crossing/Sleeving Exhibit(if applicable) i. If street crossings are required for the dry utility infrastructure prepare one(1)street crossing/sleeving exhibit per utility work order. ii. Exhibit to be based on final utility designs unless required earlier and at the request of the Client. iii. Street sleeve plan to show the proposed main-line,secondary and service crossings for the electric, telephone, gas and cable TV facilities. iv. Crossings to also include conduit runs, if required for, electric meter pedestals, electric and telephone crossings for guard gated entries and streetlights. v. At the client's request, the crossing plan could also include the size and number of conduits for irrigation needs, shadow conduit systems or other client requested crossings. Any non-dry utility street crossings must be received from others in AutoCAD and formatted to drop into the overall base. Morrow Management will not be responsible to alter, move or modify any street crossings received form others. vi. Integration and coordination of third-party sleeve information based on 4 hours of time. Additional time beyond the allocated hours will be billed on a time and material basis. vii. If crossings other than the incumbent dry utility providers are requested,the Client or his/her assigned agent is to provide drawings. sketches or plans outlining the specific location,number of conduits,their size and schedule. viii. A street crossing exhibit will not be prepared if there are no dry utility street crossings required for the project. c. Pre-Construction i. Coordinate and attend one(1)pre-trench meeting(per work order)with utility representatives at Client's direction. Meeting to include utility representatives, Client's superintendent and trenching contractor with the goal of discussing any design or site issues and to establish utility installation schedules. ii. Notify each utility provider of project schedule requirements in order to advance order all necessary materials and scheduling of crews to make-up and energize the system. iii. Prepare and distribute one (1) construction schedule to the Client, development team. trenching contractor and utility inspectors based on the dates discussed at the pre-trench meeting. iv. At the Client's request assist with construction coordination of dry utility installation following the completion of a pre-trench meeting. Any field coordination after the completion of the pre-trench meeting will be invoiced to the Client on a time-and-material basis. ARTICLE 3 NEW BUSINESS ELECTRIC APPLICANT DESIGN 3. Electric New Business Applicant Design—Standard Scope a.Consultant will provide final construction drawings based on information provided by Client and standard utility requirements as outlined in this section. i. Prepare the electrical conduit and cable design associated with the project under CPUC applicant design guidelines. ii. Design to be prepared by a Qualified Applicant Designer in accordance with the standards of the serving electric utility company for new business distribution facilities. iii. Establish electric equipment locations for switches/PME,transformers,vaults,manholes and handholes. iv. Design to include requests by developer and aesthetic placement of structures as allowed. v. Prepare preliminary electric design for development team review and approval. vi. Developer acknowledgement for design acceptance required prior to submittal of final design. vii. Registered professional electrical engineer to review and stamp final design prior to submittal. All fees associated with engineer review and stamp to be invoiced as a reimbursable expense. viii. Any expense associated with pole loading required by SCE and prepared by an outside engineer will be invoiced at a direct cost as a reimbursable expense. b.Utility Submittal I Plan Check Processing 1130 Via Callejon • San Clemente, California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 i. Obtain pertinent information from the Client and prepare/process request for global information with serving Utility provider. ii. Maintain interface with electric utility planner and set global meeting to establish specific guidelines for the design preparation. iii. Submit final design package to electric utility company for their review and approval. iv. For preparation and finalization of the design and including the plan check submittal, Client must provide information and plans as required by the utility. v. Address plan check comments received from the utility and prepare subsequent plan check submittals as required. vi. Once preliminary and/or final design has been reviewed and approved by Client,any revisions made to the civil or other development plans that require changes to the design may result in a change order. ARTICLE 4 DRY UTILITY COMPOSITE EXHIBIT 4. Composite Exhibit—Standard Scope a.Prepare a dry utility composite exhibit based reflective of the dry utility designs or concept utility infrastructure for the purpose of providing a comprehensive CAD file/exhibit to the development team members for review of proposed utility structure locations.The purpose of this exhibit is to identify and reduce the chance for potential design and/or construction conflicts. i. Exhibit will include identification of trench and structure locations for each dry utility,street crossings and service extensions. ii. Dry Utility composite to be overlaid onto civil base file showing sewer,water and storm drain locations as well as architectural and landscape features(as available in AutoCAD). iii. Distribute AutoCAD linework reflective of dry utility infrastructure to development team for site coordination and review. iv. Upon development team review.submit to each utility company to assist in their design preparation. v. As available,verify approved utility designs with approved composite for accuracy. b.Utility composite exhibit is not to be used for construction purposes. Designs for facilities located inside buildings are excluded. c. Changes to composite plan after Client approval and/or due to revised files received from team members may warrant additional time and material fees. 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 EXHIBIT B MINIMUM INSURANCE REQUIREMENTS Morrow Management carries all standard insurance requirements including$2,000,000 for Errors and Omissions, $1.000,000 for Business Liability and Worker's Compensation. EXHIBIT C FEE&REIMBURSEMENT SCHEDULE Consultant proposes to perform the scope of services as outlined in Exhibit A-2 of this agreement. All referenced fees are fixed unless otherwise indicated as hourly which will be invoiced on a time-and-material basis with an estimated not-to-exceed budget. Article Task No.of Work Orders SCE Idle Facility Removal I Relocation WO Processing 1 $ 4,200.00 Fixed Telecom Purveyor Idle Facility Removal/Relocation $4,200.00 Fixed 1 Design Development I Schematic Design(Hourly) $ 5,000.00 Budget 2 New Business—Utility Coordination&Management Electric—Southern California Edison 1 $ 6.800.00 Fixed Communication—Frontier 1 $ 3,500.00 Fixed Communication—Cox 1 $ 2,500.00 Fixed 3 New Business—Edison Electric Applicant Design 1 $ 4,500.00 Fixed 4 Dry Utility Composite Exhibit 1 $ 3.800.00 Fixed Development Meetings/Misc.Tasks(Hourly) $ 8.500.00 Budget Field Coordination I Construction Support(Hourly) $ - Budget Reimbursable Expenses $ 1,000.00 Budget Additional Services: $44,000 NTE total a. Development Meetings/Misc.Tasks $8,500 Budget(Hourly) Establish an hourly time-and-material budget to attend team and utility meetings and provide support related to miscellaneous dry utility tasks throughout the planning and design process for items not included as part of the standard work order design and coordination. Team meetings and miscellaneous tasks will be invoiced on a time-and-material basis with a not-to-exceed budget as outlined in the fee structure. Project Specific: - Existing Meter and Service Removals - Service Abandonments b. Field Coordination I Construction Support $TBD Budget(Hourly) Establish an hourly time-and-material budget to assist with field coordination items associated with the installation of the dry utility infrastructure. Specific items include,but are not limited to the following: i. Utility/Contractor Scheduling ii. Field Conflict Resolution iii. CAD Survey Requests(staking) iv. Meter and Service Applications v. Meter Set Support vi. Inspection Request Coordination vii. Utility Design Exhibits and As-built Coordination viii. Development/Construction/Utility Meetings ix. Easement Processing(drafting and processing of separate legal descriptions) x. Equipment/Material Shop Drawing Submittals and Review xi. Applicant Install(Electrical)Scheduling and Coordination 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 REIMBURSABLE EXPENSES Reimbursable expenses will be invoiced on a monthly basis as incurred. These expenses shall include. but are not limited to costs for: blueprinting/plotting,commercial delivery costs.automobile mileage,utility company as-builts,and a professional engineer stamp or third-party pole loading calculations required for some designs. All expenses to be invoiced at direct cost with automobile mileage calculated at the current IRS standard mileage rate. HOURLY RATES Principal $150 per hour Project Manager $125 per hour Project Designer—SCE/Electrical $110 per hour Project Coordinator $ 95 per hour Drafting/Administrative $ 75 per hour GENERAL NOTES 1. Changes to base files, project files, house plots, phasing and/or loads after client has authorized the preparation of Utility base maps and designs will result in a time and material change order to account for revisions. 2. Client called team meetings will be invoiced as incurred on a time and material basis per the hourly rates identified above. 3. Proposal does not account for processing any City permits.traffic control or temp power coordination. 4. Utility relocations,conversions,backbone systems and other off-site work not specified are excluded. 5. Projects on hold for greater than sixty(60)days and/or which are canceled by the Utility will result in additional fees associated with new submittals and design revisions. 6. Proposal is valid for sixty(60)days from the date of issuance. 7. Once an Agreement has been signed, it is valid for one(1)year. If the project takes longer than one(1)year to complete,the consultant has the right to re-negotiate the remaining work to be completed,hourly rates and/or Scope of Work. EXHIBIT E STATEMENT OF UNDERSTANDING BETWEEN PARTIES This letter is to formalize our Agreement regarding services that Morrow Management(Consultant) will be providing to the City of Rancho Palos Verdes(Client)in regards to dry utility coordination and management services for the Ladera Linda Community Center and Park site located within the City of Rancho Palos Verdes. Scope of Services: See attached Scope of Services and Fee Schedule Exhibits. Fees and Reimbursements:Are either fixed, hourly or direct cost and are identified in Exhibit"A". Hourly rates are established for any hourly work directed by the Client. Confidentiality:Client acknowledges and understands that all information relating in any way to Consultant or its business or affairs,whether written or oral. obtained by Client in connection with the services and any information regarding the nature and extent of the services ("Confidential Information"), shall, unless otherwise specified by Consultant in writing, be deemed confidential. Client further acknowledges and understands that Client's unauthorized disclosure of any Confidential Information would be extremely prejudicial to Consultant. Therefore. Client shall not disclose to any person or entity any Confidential Information unless such disclosure is authorized in writing by Consultant. Authorization:Consultant will not have the authority or responsibility to execute dry utility contracts on behalf of the Client. Client will promptly execute and deliver written authorization to third parties at the request of Consultant,which will enable Consultant to continue the proposed utility management processing. Indemnity: Consultant shall not be held responsible or liable for consequential damages by reason of delay by utility companies, contractors or governmental agencies. Client agrees to hold harmless the Consultant against claims, damages, losses and expenses in relation to the project, excepting claims arising out of gross negligence by Consultant. Attorney Fees and Costs:This contract is governed by the laws of the State of California. If any action at law or in equity is necessary to enforce or interpret the terms of the contract,or if brought in the form of arbitration,the prevailing party shall be entitled to reasonable attorney fees, costs and necessary disbursements.in addition to other relief to which such party may be entitled. 1130 Via Callejon • San Clemente,California • 92673 • Office 949.218.8500 • www.morrowmgmt.com EXHIBIT A-2 • • • VANTAGE Vantage Technology Consulting Group xol CON I INENI AL B01LE\ARD,SUITE I'-o • L . Si ,c DO,CALIFORNIA 90245 310 536 7676 • FAX 310 536 7677 • www.1'ANTAGETCG.coM May 18,2021 Steve Johnson Johnson Favaro 5898 Blackwelder Street Culver City,CA 90232 Ladera Linda Community Park Project Proposal for Telecommunications Infrastructure and Audiovisual Consulting Dear Steve, Vantage Technology Consulting Group (Vantage) has been invited by Johnson Favaro to present our services to support the City of Rancho Palos Verdes (the City) and the Johnson Favaro design team with the integration of technology within the project. In response,Vantage is pleased to present this proposal to provide technology consulting,engineering,and design services. Vantage understands the project consists of structured cabling and audiovisual systems design for a single-story building containing two classrooms,a multipurpose room,a meeting room,offices,and support spaces. The construction of this community center is an exciting opportunity for the City to create a unified, vibrant, flexible,and valued resources for community members,city staff,and volunteers. Technology systems will play a key role in supporting the integration of the various program components and helping facilitate the community interaction anticipated for the new building. This will include: • Room presentation technologies that support staff,volunteers,and visitors by providing information in the local rooms while facilitating connections to other city buildings, the surrounding community, and the world at large. • Wired and wireless connectivity to provide staff,volunteers,and visitors with seamless access to information resources,collaboration tools,and communication tools throughout the various spaces. • Telecommunications infrastructure to support digital signage capabilities in strategically placed locations. I. SCOPE OF WORK Vantage will provide technology consulting services to assist the City and Johnson Favaro (the Architect) in the architectural integration,system design,and deployment of technology systems within the project. Refer to the Proposed Responsibility Matrix in Appendix A, which lists technology systems for the project and responsible parties. EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 2 of 9 I,adera Linda Community Park May 18,2021 The following provides an outline of Vantage's scope of work for this project. Refer to Appendix B for a more detailed breakdown of each project phase. 1. Construction Documents a) Technology / Engineer Coordination b) Audiovisual Signal Distribution c) Technology Furniture Coordination d) Telecommunications and Audiovisual Specifications 2. Agency Approval Support/ Permit a) Back Check Documents 3. Bid Support a) Technology RFI Review b) Technology Contractor Selection Assistance 4. Construction Administration a) Construction Site Visits b) Technology Submittal Review c) Technology Punch List II. FEES AND EXPENSES A. Fees for Professional Services Vantage will provide the services described for a fixed fee of$25,550 including expenses as outlined below. Fees are itemized by work stage as follows: Meetings Consulting litimated Totals Phase Description On-Site Services penses Construction 0 $16,960 $0 $16,960 Documents Agency Review 0 $2,805 $0 $2,805 Bid 0 $2,805 $0 $2,805 Construction 2 $5,780 $200 $5,980 Administration Totals $28,350 $200 $28,550 It is assumed that Vantage will be contracted under the AIA Master Agreement C401-2017 prepared by the Architect based upon the scope, fees,and information as noted in this proposal. Please refer to Appendix C for other assumptions we have made in compiling our fees for this work. Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 3 of 9 Ladera Linda Community Park May 18,2021 B. Expenses Expenses incurred by Vantage in the course of delivering the Basic Services shall be reimbursed to Vantage at actual cost,up to the maximum amount shown on the fee table in part A. The City shall reimburse Vantage for any and all reasonable document reproduction and delivery costs,as well as travel-related expenses,incurred by Vantage in connection with Vantage's performance of the Basic Services outlined herein. Reimbursable travel expenses shall include but are not limited to airline fare (coach or economy class only),car mileage costs at the then-current rate published by the Internal Revenue Service, tolls or other conveyance charges,meals, standard business class hotel accommodations,automobile rental costs,and other incidental costs related to travel. Vantage will separately document reimbursable expenses in monthly invoices presented to Client. C. Invoicing and Payment Fees will be invoiced monthly based on the level of completion of the work. Reimbursable expenses incurred during the billing period will be invoiced along with Fees. Payment will be due net thirty (30) days. D. Schedule of Hourly Rates The hourly rates indicated in Appendix D are the rates in effect on the date of this proposal. Hourly rates are reviewed annually and are subject to change on January 1 of each year. Steve, thank you for giving us this opportunity to work with you on this exciting project. I will follow up in a few days but in the meantime,please let me know if you have any comments or questions regarding this proposal. Sincerely, 144 exiliAL Michael Niola,PSP,CTS Associate Principal for Vantage Technology Consulting Group Enclosures Appendix A: Proposed Responsibility Matrix Appendix B: Scope Descriptions Appendix C:Assumptions Appendix D: Schedule of Hourly Rates C:\users\michaelniola\Box\Business Development\].cads W,Qs and Proposals\15952 Ladera Linda Community Park\Internal\21-0512 Ladera Linda Community Park Vantage Pmposal.docx Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 4 of 9 Ladera Linda Community Park May 18, 2(121 APPENDIX A: PROPOSED RESPONSIBILITY ALA'IRIX Vantage will provide technology consulting services for the architectural integration, system design, and construction administration for the following technology systems in the project. System Responsible Comments/Notes Audiovisual Systems Multimedia display and audio playback systems Vantage Classrooms Collaboration and conferencing(voice,video, Vantage Labs and research spaces,conference and web)systems meeting Rooms Digital signage systems Vantage Entry lobby Information Technology Systems Technology rooms, risers,and cable distribution Vantage Includes technology room build-outs Structured cabling system(backbone,and horizontal) Vantage Starting at the MPOE Carrier and other service provider connections Dry Utilities Vantage will pick up the scope from the Consultant MPOE Active equipment by Client, including Data network-LAN(wired),WAN,etc. Client/ servers and mass storage devices;cabling Vantage by Vantage Wireless data network Client/ Active equipment by Client;infrastructure Vantage and cabling by Vantage Client/ Active equipment by Client including VoIP, Unified communications system(UCS) Vantage PBX,cellular,and analog systems;cabling and infrastructure by Vantage Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 5 of 9 Ladera Linda Community Park May 18,2021 APPENDIX B: SCOPE DESCRIPTIONS A. Programing/ Master Planning 1. Not in scope B. Schematic Design 1. Not in scope C. Design Development 1. Not in scope D. Construction Documents 1. Technology Engineer Coordination a) Coordinate with the Electrical Engineer on technology infrastructure requirements including conduit, cable pathway, junction boxes,and power requirements. b) Coordinate with the Mechanical Engineer on HVAC designs for cooling technology equipment and other impacts of mechanical systems on the technology systems. c) Coordinate with the Structural Engineer on equipment mounting requirements and structural detailing for technology equipment. 2. Finalize Construction Documents a) Create technology drawings and documentation to incorporate detailed design of device placement and infrastructure. 3. Technology Signal Distribution a) Develop detailed low-voltage signal distribution infrastructure requirements to support the technology systems. 4. Technology Furniture Coordination a) Coordinate outlets and connection infrastructure with systems furniture designer. 5. Technology Specifications a) Provide technology system specifications including: (1) Narrative description of system functional capabilities (2) Single line diagram(s) illustrating proposed system architecture and primary equipment connectivity (3) Listing of primary equipment components (4) System technical performance specifications (5) Clarification of project delivery expectations b) Technology Cost Estimate Assistance Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 6 of 9 Ladera Linda Community Park May 18,2021 (1) Assist the Estimator in reviewing and updating their construction costs related to technology systems. 6. Agency Approval Support/ Permit a) Back Check Documents (1) Provide (1) back-check document submissions. 7. Bid Support a) Technology Contractor List (1) Provide a list of systems contractors appropriately qualified to provide and install the specified technology systems. b) Technology RFI Review (1) Respond to technical Requests for Information (RFI) as needed. c) Technology Contractor Selection Assistance (1) Review bid submissions for compliance with the technical requirements of the Bid Specifications. 8. Construction Administration a) Technology Submittal Review (1) Review systems contractor shop drawing submittals (up to two reviews),requests for information (RFIs), and provide coordination, as necessary. b) Construction Site Visits (1) Support ongoing facility and technology infrastructure construction,including onsite review (up to 1 visit) of construction progress with written reports following each visit. c) Technology Punch List (1) Perform final on-site inspections (up to 1 visit). Findings will be documented in the form of written punch lists. 9. As-Built Record Drawings a) Not in scope. To be completed by contractors. Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 7 of 9 Ladera Linda Community Park May 18,2021 APPENDIX C:ASSUMPTIONS The fees identified are based on the functional descriptions and other information provided by Johnson Favaro at the time this proposal was prepared. Substantial deviations from the initial concepts,scope,budget,or schedule may result in supplemental effort required by Vantage for which additional compensation may be warranted. Vantage has made the following assumptions in compiling this proposal: 1. The fees are based on the schedule as noted below. Modifications to this schedule may result in additional fees. Should the project extend significantly beyond the original schedule, additional fees may apply. Should the project go on hold for a significant time,additional demobilization and mobilization fees may apply. a) Construction Documents: Up to 2 months b) Construction Administration: No more than 24 months 2. \Ve have assumed the following submissions will be needed during the design and Authority Having Jurisdiction (AHJ) approval phases of the project: a) Construction Documents;two interim and one final submission b) AHJ-approval process;one back-check submission 3. Our fees are based on the project meetings as noted.We have assumed we can attend most meetings,including project team meetings and client meetings,via telephone and/or web conference. 4. It is assumed that construction administration on-site meetings will coincide with punch list visits and do not require an additional trip. a) Additional meetings may require additional fee. b) Any additional Submittal reviews required,beyond the number defined in the Construction Administration section,may require additional fee. c) Any additional commissioning site visits required due to contractor's misrepresentation of installation completeness may require additional fee. 5. Our fees assume that the project will be designed and constructed in a single linear process and will not be phased. Phasing of design and/or construction activities into multiple phases will require additional fees. 6. Our fees assume Vantage will be awarded all two scopes (IT and AV) and hence take advantage of the economies of scale (such as attending one meeting to address issues on all three scopes) granted by that assumption. If Vantage is not approved for all scopes, fees for individual scopes may need to be increased. 7. Vantage will provide Revit modeling services for the project.We have made the following assumptions regarding Building Information Modeling(BIM)work on this project: a) \1e assume that we will download project models (version 2018 or older) or use published versions (version 2019 or after). This transfer of model in addition to the transfer of our discipline-specific models will occur at regular intervals during the project's design phases. Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services Page 8 of 9 Ladera Linda Community Park May 18,2021 b) We assume all published architectural project models will include a change log dictating changes from the previous published model. c) When working with BIM360 or similar cloud-based applications,we expect to work with published models.We are not responsible for real-time modeling(such as that facilitated by BIM360 and similar applications) and do not expect to work with live models. If the BIM Execution Plan requires the use of live models, additional effort may be required,and the project may be subject to additional fees. d) We anticipate 3-D models will be frozen two weeks prior to all deliverables becoming due. Late changes to 3-D models may require additional effort and be subject to additional fees. e) If conduit infrastructure is to be modeled,we will only include conduits that are larger than 2". Any coordination or modeling needed at finer detail will be subject to additional fees. f) Model design shall be performed to Revit Level of Detail 200 (LOD 200),as defined by the AIA BIM Level of Detail (LOD) 2019. Our actual design may be above a LOD 200 but does not include manufacturer specific families. Design above LOD 200 may require additional fees. g) We assume no clash detection coordination is required. If clash detection is required on this project,Vantage can provide it as an additional service 8. The City and Johnson Favaro acknowledges that Vantage has built an extensive repertoire of intellectual property,including but not limited to,assessment tools and techniques, specification libraries, reporting templates and graphics,and Revit families and modeling tools. Our deliverables shall be the exclusive property of The City and Johnson Favaro with allowances for right-to-use where deliverables contain Vantage intellectual property. The City and Johnson Favaro are granted right-to-use specifically limited to the services provided under this agreement for any intellectual property utilized in the development of project deliverables. Ownership and rights of Vantage intellectual property remain with Vantage and cannot be otherwise shared,distributed,or used for any other purposes. 9. We have made the following assumptions regarding the low-voltage/communication external infrastructure (conduit runs,duct banks,vaults,manholes,pull boxes,etc.) for the project: a) All outside plant work for incoming services is not part of Vantage's scope and will be completed by the Dry Utilities Consultant. Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide Technology Consulting Services (Ardurra) Page 9 of 9 Ladera Linda Community Park May 18, 2021 APPENDIX D: SCHEDULE OF HOURLY RATES The hourly rates listed in the following table are the rates in effect on the date of this proposal. Hourly rates are reviewed annually in January and are subject to adjustment at that time. 2021 Vantage Technology Consulting Group Time and Materials Rates Staff Title Hourly Rate Principal, Strategic Consulting $318.00 Principal, Design & Engineering $285.00 Vice President $312.00 Associate Principal $260.00 Associate Vice President $307.00 Associate $240.00 Senior Strategic Consultant $302.00 Senior Consultant, Design & Engineering $225.00 Strategic Consultant $260.00 Consultant, Design & Engineering $195.00 Lead Engineer $185.00 Engineer, Graphics, Revit, CAD $177.00 Analyst, Writer $140.00 Designer $95.00 Support Staff $90.00 Vantage Technology Consulting Group EXHIBIT A-2 Proposal to Provide a Focused Utility Investigation City of Rancho Palos Verdes at the Ladera Linda Community Park SCOPE OF WORK The following services are proposed for this assignment: • Using ground penetrating radar where necessary,establish the location of the utilities designated by the architect that require detailed investigation. Selection of these utilities was made to determine serviceability for Points of Connection (POC)to the new building and for use with the new park site layout. • The field work will be coordinated on-site by Bob Merrell PE,the previous ALTA surveyor and Geotechnical Study project manager. • The depth,material and size of the existing facilities will be determined,and the information recorded at the seven locations designated by the architect. The location requests are as follows: 1. Northwest of the new building—pothole to a maximum 10-foot depth to record storm drain depth,size, material,and condition. 2. Southwest of the new building—pothole to a maximum 10-foot depth to record storm drain depth,size, material,and condition. 3. Far southwest corner of parcel 7564-001-910—Unearth buried catch basin inlet to record the location,size, material,outlet pipes sizes and condition of each. 4. Behind existing buildings on parcel 7564-001-912—Pothole storm drain to record storm drain depth,size, material,and condition. 5. At top of slope on parcel 7564-001-908—Open grate and record depth,outlet pipe size,material,and condition. 6. Adjacent to classroom building on parcel 7564-001-912—Excavate through PCC sidewalk to locate sanitary sewer and record storm drain depth,size,material,and condition. 7. At base of entrance drive on parcel 7564-001-912—Excavate slot cut through AC drive to locate main electric conduit feed to the school site and record alignment,material type depth and condition. All excavations in AC or PCC will be backfilled and capped with temporary asphalt concrete mix. The condition of the utilities can only be made on the exposed exterior of the pipelines. Interior condition assessments are excluded from this scope of work. • Our survey crew will be on-site to assist in locating pothole locations and to be on-hand to record the detailed utility information available once the utilities are uncovered. • The individual pothole reports will be prepared by the utility subconsultant and submitted in PDF form to the architect and City. • The digital information collected by the surveyor will be brought into the ALTA CAD base which will be updated accordingly and submitted to the architect and the City. PROJECT SCHEDULE The proposed project revisions will be made within two weeks of receipt of a Notice to Proceed. zi ARDURRA EXHIBIT A-2 Proposal to Provide a Focused Utility Investigation City of Rancho Palos Verdes at the Ladera Linda Community Park FEE City of Rancho Palos Verdes Utility Investigation at Ladera Linda Park May 20, 2021 ArdurraArdurra Subconsultants PM PE DE/CADD Subtotal Kelsurveys, TOTAL TASK ODC I C Below ($185) ($171) ($127) Inc. i Utility Investigation 1 Project Administration 6 $1,110 $1,110 2 Field Supervision 12 $2,220 $2,220 3 U6lityfield surveying $0 $2,288 $2,288 4 Utility Field Crews $0 $9,262 $9,262 5 Prepare CAD input to ALTA 1 6 $100 $1.033 $1,033 Manhour Totals 18 1 6 T&M Fee Totals $3,330 $171 $762 $100 $4,363 $2,288 $9,262 $15,913 Note:The uncertainties of locating underground facilities or the presence of subsurface rock to interfere with the potholing, require an allowance provision to address unknown conditions.The total not to exceed fee request therefore,is$17,000. Expenditure beyond the base fee of$15,913 will require City approval. 31 /\ ARDURRA \r / \ / L ,, \ t\ / TY A PA 7� ^ COMMUNITY PARK PROJECT CITY OF P RII PALOS RDES N.:1 ,., ----------44.—__________________ _ 1 W` _f ARCH,fres SQ I _ Y\w\ ", \ f \ \ w� I W W W O\ `\/ r"J:::i,::.., 1 litki �( si vi /N lW' NO li n,vr nql.n \ Alvis V .� 'POTHOLE LOCATION 01 1 • \ \\ E%C ATE TO 10-FEET DEEP. \\ .,. ,. •Il �' nm '^ \ ltP rr REC RD STORM DRAIN LOCATION, \ 1 11 ,DEP H.SIZE,AND CONDITION.SEE NEX SHEET FOR PRECISE -- C LOCATION — I C.I. POTHOLE LOCATION T a 1 ar \\,,,:- `\ \ 'EX AVATE TO 10-FEET DEEP. F."#F� \ A • ,RECORD STORM DRAIN LOCATION,I - - f,, n �. ‘t,' ,p�� DEPTH,SIZE,AND CONDITION.SEE _ -T r I L'''---" (POTHOLE LOCATION 06 NEE(T SHEET FOR PRECISE .1-,L,_---'1------' r— t I•'� ;EXCAVATE TO FIND SEWER PIPE. \` \ \ iLOMICATION \ 11 v RECORD SEWER LOCATION,DEPTH, snA A • SIZE,AND CONDITION.SEE NEXT \ \-...-"....\/ 1 • EN'r r . 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Mrr ;.e M r'. ... .. r. .r..,w,<.w......n...o.,.. �rn.Ar..n.,nrr ... KEYNOTE LEGENDS ' u AI ma ., r100611101-7.1•141..n.,P4IPA MI,AIDAWOICI. p y _ woAWoo„ Aot., CPCIP PAW 1.WIN THE MM. Ork.F Mr MOW ION FEU,. nom`„ Le r NOT FOR CONSTRUCTION rT� ? +mr.ro n.P • ISSUESMEMSIONS • EXISTING UTILITY AND POTHOLE EXHIBIT El.02 ELECTRICAL SITE PLAN i'C*LE as „'''-ii iNY I Exhibit A R' , ., ^.,, - .. ' �- �;k , ` ./1,•.,. � `...�4 + Legend !"' ... ;. ` ` •�S f Ladera Linda Park 1. Jl. ` - .. ••• . .... e ik,ke � b'•rr= �.• ti � !w r? r ` .i....a, mo ,711 Ic1 'I -f< • 77 • .4,-, . •,.. ' ----, * 4 ,,,,,, .... .. .. c, .. I • Pr.- ., oilw- 4 .,.t. / L , der . Li �'F �[— rk 4,, E P... ,-..- i 4. \ ._ . rs�Alf ,. • 4 - .. ,. . I • .„_s.iii,.k. Is' . itt$11111111111 . '6, .na"' v- - - . ' , . yr' .4• . • ww, •♦ T'~ - • .• ,', • , `7\-•• `�ti ' i►� - .yam • - ` . -` - + _ •1 • v "A 44PrAlt '1" • A - 111-1•14,-or alba t 1 1 • r.,_ • . = ,� _ a1�'ntleSS•fir 0. `- *, •.1 ,,. . fi• .,b. • .,. 0' , ' • •., .- 1p. * *0' - ,4• • '11,1r+isi. 400 ft ' ' l ii ,.,ii ,., og1•e , ' _ , A • IIA -rte+^ :.w•-� •�� a���� AMENDMENT NO 3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (Amendment No 3) by and between the CITY OF RANCHO PALOS VERDES (City) and JOHNSON FAVARO a California corporation ("Consultant ) is effective as of June 1 2021 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated December 18 2018 (Agreement) whereby Consultant agreed to provide engineering design services for the Ladera Linda Community Park Project (the Services) for a Term of one year for a Contract Sum of$538 460 The Agreement provided for an additional one-year extension at the City s discretion B Due to the unforeseen necessity for Conditional Use Permit review and California Environmental Quality Act review by Consultant the Services required additional tasks and would take longer than anticipated Therefore on December 17 2019 the City and Consultant entered into the Amendment No 1 to the Agreement to extend the Term of the Agreement by one year to expire on December 18, 2020, and to increase the Contract Sum to $553 200 C Due to delays resulting from the COVID-19 pandemic, additional time was required to complete the Services contemplated in the Agreement and in Amendment No 1 Therefore the City and Consultant again amended the Agreement to extend the Term to December 18 2021 (Amendment No 2) D City and Consultant desire to further amend the Agreement as amended,to add the following services (i) cost estimate update and reformatting and (ii) revisions to the design for the enclosed restrooms The additional services shall increase the compensation by $25 548 for a new Contract Sum of$578 748 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in strL,�,T,�eth-Fegh and added text in bold italics (a) Section 2 1, Contract Sum, is amended to read Subject to any limitations set forth in this Agreement City agrees to pay Consultant the amounts specified in the "Schedule of Compensation attached hereto as Exhibit C and incorporated herein by this reference The total compensation including reimbursement for actual expenses shall not exceed $553 200 (Five Hundred Thirty Three Thousand Two Hundred Dollars)S578,748 (Five Hundred Seventy Eight Thousand Seven Hundred Forty Eight Dollars) (the Contract Sum ) unless additional compensation is approved pursuant to Section 1 9 (b) Section 1 C 18 to Exhibit "A," Schedule of Services, is added to read 18 Additional Services Pursuant to Amendment No 3 a Cost estimate update and reformatting(subconsultant MGAC) i Provide an updated and reformatted cost estimate to reflect minor scope and design modifications and clarifications, current unit pricing and market conditions, and revised construction schedule ii Provide separate cost report documents with cost breakdown as per the City notes received April 16, 2021 iii Provide a full project breakdown inclusive of construction hard costs and project soft costs, based on traditional design-bid-build procurement iv Attend two virtual meetings with the City to present and review the updated cost report b Revisions to enclosed restroom design (subconsultants Novus(MEP, Darkhorse Lighworks (Lighting)) Change from open cabana restrooms to separate fully enclosed men's and women's restrooms MEP Scope of Work Mechanical - Revise duct distribution layout and duct sizes M2 01 Mechanical First Floor Plan - Revise restroom exhaust fan size MO 11 Mechanical Schedules Electrical - Revise power design for additional water heaters at each enclosed restroom. E2 01 Electrical First Floor Power Plan - Revise electrical calculations and riser diagram. E6 00 Single Line Diagram. Plumbing - Revise plumbing design for restroom. P3 00 Enlarged plan - Revise water heater design for each restroom. P2 01 Plumbing First Floor Plan 01203 0006/718260 3 -2- (c) Exhibit "C-2", Schedule of Compensation for Additional Work Pursuant to Amendment No 3, attached hereto, is added to the Agreement (d) The following is added to at the bottom of Section I of Exhibit D Schedule of Performance as provided in Amendment No 2 All Additional Services provided in Amendment No 3 shall be subject to the above Schedule of Performance 2 Continuing Effect of Agreement Except as amended by Amendment Nos I through 3 all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 3 whenever the term Agreement' appears in the Agreement it shall mean the Agreement as amended by Amendment Nos I through 3 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective valid and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice or both would constitute a material default under the Agreement City represents and warrants to Consultant that as of the date of this Amendment No 3 Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice or both would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 3 5 Authority The persons executing this Amendment No 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing (ii) they are duly authorized to execute and deliver this Amendment No 3 on behalf of said party, (iii) by so executing this Amendment No 3 such party is formally bound to the provisions of this Amendment No 3 and (iv)the entering into this Amendment No 3 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/718260 3 -3- 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 Eric Alegria Mayer ATTEST "Ferr• oka, City Clerk �NZ�s4 APPROVED AS TO FORM ALESHIRE& WYNDER, LLP b}fitetei•v% .4 William W Wynder, City Attorney CONSULTANT JOHNSON FAVARO, a California corporation By Name Jim Favaro Title incip•l B .� WPM teve ohnson Title Prin pal Address 5898 Blackwelder Street Culver City, CA 90232 Two corporate officer signatures required when Consultant is a corporation with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BY LAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/718260 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 1 I1 V l ,2021 before me,5hl IA- 'rya./W%personally appeared 0—I'm Aite.O ,proved to me on the I� basis of satisfactory evidence to be the person(f) whose names(A) is/ase subscribed to the within instrument and acknowledged to me that he/she4ltey executed the same in his/hesrtheir authorized capacity(ies), and that by his/herhtretr signature(q)'on the instrument the personVor the entity upon behalf of which the personf,,e!) 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 myhand and official sea SNEILATRIVE01 Notary Cublic California i �„c,g los Angeles County �f�,mCommission 12297594 Signature My Comm Expires Aug 15 1023 OPTIONAL Though the data below is not required by law, it may prove valuable to perst s relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DE ' ' IPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFIC ' TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ L MITE ❑ G '- 'AL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONS ' 'ATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01201 0006/716260 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 1 J)b I ,2021 before me.�<(A 1.✓r(jpersonal lv appeared 974VC— 3 D►+NS. 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/shelthey executed the same in his/hi 'tkeir authorized capacity(+es), and that by his/hesltbeir signaturece on the instrument the person(i), or the entity upon behalf of which the person(yi acted, executed the instrument I certify under PENALTY OF PERJURY under the lav,s of the State of California that the foregoing paragraph is true and correct �,�n_r�� SHEILA TRIVEDI hah WITNESS my hand and official se I <�ri Notary Dublrc Callfomie Y�`� V`'4(" �+ Los Angeles County ¢� _J es Commrsslon k 2297594 Signature xyComm Expires Aug 15 2023 OPTIONAL Though the dat: below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulen eattachment of this form CAPACITY AIMED BY SIGNER DESCRIP : ' OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFIC' TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) IPLIMITS • GENERAL NUMBER OF PAGES ❑ ATTOR► ' '-IN-FACT ❑ T' EE(S) ❑ UARDIAN/CONSERVATOR t OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 0120.)0006/71 S260 2 EXHIBIT "C-2" SCHEDULE OF COMPENSATION FOR SERVICES PURSUANT TO AMENDMENT NO 3 Consultant will provide the Additional Services pursuant to Exhibit "A-1" at the following rates COMPENSATION FOR ADDITIONAL SERVICES COST SUBTOTALS Cost Estimate Update and Reformatting MGAC (see below for fee detail) $14,500 Consultant $2,153 Subtotal $16,653 Enclosed Restroom Revisions Consultant $5,340 Novus(MEP) (see below for fee detail) $2,035 Darkhorse Lightworks(Lighting) (see below for fee $1,520 detail) Subtotal $8,895 TOTAL FOR ADDITIONAL SERVICES $25,548 **Fee details on following pages 01203 0006/718260.3 I. Cost Estimate Update and Reformatting Fee Detail MGAC ARCHITECTURE FEE SUMMARY DETAIL JOHNSONFAVARO-ARCHITECTURE TASK STAFF RATE HOURS TOTAL Meeting with City to discuss format of estimate Principal $216.72 1 $216.72 Senior Staff 4 $1 15.58 1 $115.58 SUBTOTAL $332.30 Redlining of drawings for Cost Consultant to describe updates to the set • Principal $216.72 1 $216.72 Senior Staff4 $115.58 5.25 $606.80 SUBTOTAL $823.52 Meeting with Cost Consultant to review updates to drawings Principal $216.72 1 $216.72 Senior Staff 4 $115.58 1 $115.58 SUBTOTAL $332.30 2 meetings with City to present and review cost estimate Principal $216.72 2 $433.44 Senior Staff $115.58 2 $231.16 5111:11W 1 AL $664.60 TOTAL $2.153 ni2(i woo.71826113 II. Enclosed Restroom Revisions Fee Details Consultant Architectural FEE SUMMARY DETAIL TASK STAFF RATE HOURS TOTAL Revised fixture calculations, Revised Revit plan and area plan Partner $220.00 0 $0.00 Number of sheets affected: 2 Senior Associate $180.00 8 $1,440.0 0 SUBTOTAL $1,440.0 0 Revision to Exterior and Interior Elevations, Building Section, Finish floor plan, Enlarged floor plans, RCPs, Material schedule, Door Schedule. Consultant Coordination Partner $220.00 1 $220.00 Number of sheets affected: 10 Senior Associate $180.00 16 $2,880.0 0 SUBTOTAL $3,100.0 0 City Review Meetings and final revisions Partner $220.00 2 $440.00 Senior Associate $180.00 2 $360.00 SUBTOTAL $800.00 TOTAL $5,340 MEP FEE SUMMARY DETAIL(Novus) TASK STAFF RATE HOURS TOTAL Mechanical Revisions Senior Engineer $135.00 1 $135.00 Number of sheets affected:2 BIM Designer $115.00 3 $345.00 SUBTOT $480.00 AL Electrical Revisions Senior Engineer $135.00 1 $135.00 • Number of sheets affected 2 BIM Designer $115.00 4 $460.00 SUBTOT $595.00 AL Plumbing Revisions Senior Engineer $135.00 2 $270.00 Number of sheets affected:2 BIM Designer $115.00 6 $690.00 SUBAL f $960.00 TOTAL $2.035 Lighting FEE SUMMARY DETAIL (Darkhorse Lightworks) TASK STAFF RATE HOURS TOTAL Lighting Revisions Number of sheets affected: 3, plan/RCP, Senior $190.00 3 $570.00 elevation ordetailing, specifications and Staff photometric analysis Number of sheets affected: 4, plan/RCP, Senior $190.00 5 $950.00 elevation or detail, specifications, controls, Staff photometric analysis Staff 0 $0.00 SUBTOTA $1,520.00 L TOTAL $1,520 01203.0006/718260.3 AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and JOHNSON FAVARO, a California corporation (“Consultant”) is effective as of December 1, 2020. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated December 18, 2018 (“Agreement”) whereby Consultant agreed to provide engineering design services (the “Services”) for a Term of one year, for a Contract Sum of $538,460. The Agreement provided for an additional one-year extension at the City’s discretion. B. Due to the unforeseen necessity for Conditional Use Permit review and California Environmental Quality Act review by Consultant, the Services required additional tasks and would take longer than anticipated. Therefore, on December 17, 2019, the City and Consultant entered into the Amendment No. 1 to the Agreement to extend the Term of the Agreement by one year, to expire on December 18, 2020, and increase the Contract Sum to $553,200. C. Due to delays resulting from the COVID-19 pandemic, additional time is required to complete the Services contemplated in the Agreement and in Amendment No. 1. Therefore, the City and Consultant now desire to amend the Agreement to extend the Term of the Agreement one additional year, to expire on June 18, 2021, with an option to extend until December 18, 2021 which extension would require City Council approval. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. (a) Section 3.4, Term, is hereby amended as follows: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 18, 2021 December 18, 2020, with an option to extend for six months subject to City Council approval, except as otherwise provided in the Schedule of Performance ( Exhibit D). ” (b) Exhibit “A,” Schedule of Services, is hereby replaced in its entirety with the new Exhibit “A,” Schedule of Services, attached hereto and incorporated herein by this reference. (c) Exhibit “D,” Schedule of Performance, is hereby replaced in its entirety with the new Exhibit “D,” Schedule of Performance, attached hereto and incorporated herein by this reference. 01203.0006/681805.1 -2- 2.Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1 and Amendment No. 2 to the Agreement. 3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5.Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WIIEREOF, the partres hereto have executed thrs Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, A mumcrpal corporatron t..,--q.\L^",- ATTEST v Crty C APPROVED AS TO FORIVI: ALESHIRE & WYNDER, LLP m CONSULTAI\IT JOHNSON FAVARO, corporatlon //). /),^^,ou Wffrim W W#tr, Crty Attorney a Cahforma By By FNr T e Address 5898 Blackwelder Street Culver Crty, CA 90232 Two corporate oflicer srgnatures requrred when Consultant m e corporatlon, wrth one srgnature requred from each of the followlng groups 1) Charrmen of the Board, Presldent or any Vrce Presdent, and 2) Secretary, any Assrstent Secretara, Chref Frnanclal Offfcer or any Asslstant Treasurer CONST LTANT'S SIGNATTJRES SHALL BE DTILY NOTARIZED, AIID APPROPRIATE ATTESTATIONS SIIALL BE INCLTJDED AS MAY BE REQIJIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONST'LTAI\T'S BUSIIIESS ENTITY 01203 0006/6ElE05 r 4- CALIFORNIA ALL-PTJRPOSE ACKNOWLEDGMENT A notary pubhc or other offrcer completrng tlus cerfificate venfies only the rdentrty of the lndrvrdual who srped the document to whrch thrs certrficate rs attached, and not the tmthfulness, accuracy or vahdrty of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES oo1lA/.!Sh, 2020 before.",fu.-(* T7t"v*\t, personally 4ppeared b.srs of ."tr.f".tory evrdence to U" tl" pE*ndi-t"nose o"-"{si-,Vrc Stlr -IDr to me on the subscnbed to the wrthrn mstnrment and acknowledged to me that he/sheAhey executed the same rn hrs/herlther authonzed capaclty(rco), and that by hrs/hcr/therr slgnature(6) on the mstrument the person($, or the enhty upon behalf of whrch the person($ acted, executed the mstrument I certrfu under PENALTY OF PERJURY under the laws of the State of Cahforma that the foregorng paragraph rs true and correct WITNESS my hand and offrcral seal-- '!*f,Srgnature OPTIONAL Though the data below rc not requred by law, lt may prove valuable to persons relyrng on the document and could prevent fraudulent reattachment of thrs form CAPACITY CLNMED BY SIGNER DESCRIPTION OF ATTACITED DOCUMENT trtr INDTVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TrTLE(S) PARTNER(S) tr LTMTTEDtr GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTT{ER NUMBER OF PAGES DATE OF DOCUMENT SIGNERIS REPRESENTING (NAME OF PERSON(S) OR ENTTTY(rES))SIGNER(S) OTHER THAN NAMED ABOVE 01203 0006/68r805 I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary publtc or other oflicer completrng thrs certrficate venfies only the rdentrty of the rndrvrdual who srgned the document to whrch thts cerhficate rs attached, and not the tnrthfulness, accuracy or vahdrty of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On t( >l before me,G:l appeared J r rn f *vOf4proved to me on the basrs of sahsfactory evrdence to the whose names@) rs/are subscnbed to the wr.hrn msE:ument and acknowledged to me that he/shelthey executed the same rn hrs/he#ther authonzed capaclty(ld, and that by hts/hsrl{retr srgnatureg.on the mstument the personS), or the entrty upon behalf of whrch the person(r) acted, executed the rnstnrmeit I cerufo under PENALTY OF PERruRY under the laws of the State of Cahforma that the foregorng paragraph rs true and correct WITNESS my hand and ofticral seal ,.U OPTIONAL Though the data below rc not requued by law, lt may prove valuable to persons relyrng on the doc'ment and could prevent fraudulent reattachment of thrs form BY SIGNER OF ATTACHED DOCUMENT INDTVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TrTLE(S) n PARTNER(S) trn NUMBER OF PAGESn ATToRNEY-rN-F TRUSTEE(S) ATOR TE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S) OR ENTTTY(rES))STGNER(S) OTHER THAN NAMED ABOVE 0r203 0006/68t805 I 01203.0006/681805.1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform engineering design services for the Ladera Linda Community Park Project (the Services). The project’s scope is divided into two phases: PHASE 1: The first phase consists of refining and developing the existing approved conceptual Master Plan to a 30% completion level. This phase will be presented to the City Council for review and approval. PHASE 2: The second phase consists of the development of a fully- completed construction design and construction-ready documents for this project. Consultant will coordinate work with the subconsultants to ensure that is completed in a timely and professional manner, and shall be solely responsible for the work of subconsultants. PHASE 1 A. PRE-DESIGN. The work shall be performed by Consultant. 1. In cooperation with the City the Consultant shall produce existing conditions documentation based on City provided site survey, geotechnical investigative report, and other documents and date as required by the City’s Contract Officer. 2. Consultant shall create documentation of the Ladera Linda Park Master Plan dated March 20, 2018 (Master Plan) suitable for a basis of design, and presentation(s) to the City, community stakeholders and other as required by the City’s Contract Officer. 3. Consultant shall engage in a community outreach effort (including (3) meetings with neighboring HOAs and others as required by the City’s Contract Officer) to confirm those features of the park master plan to remain and those which are to be revised. 4. Consultant shall produce models and drawings suitable for incorporation into subsequent design and document sets, as well as presentation of same to City and community groups. B. SCHEMATIC DESIGN. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS, KSA, and Technical Resources Consultants. 1. In cooperation with the City, the Consultant shall prepare documents illustrating the scale and relationship of project components (Schematic Design Documents) of the Project. The documents shall include, but not be limited to a site plan, enlarged site plans, floor plans, elevations, site sections, site elevations, outline specifications and other documents necessary and as required to illustrate the proposed project scope and concept. The Consultant 01203.0006/681805.1 shall incorporate into the Schematic Documents the proposed program and functional requirements as approved by the City, established in the Master Plan, as well as revisions in the pre-design phase. 2. The Schematic Design documents shall include preliminary selections of major building systems, and construction materials shall be noted on the drawings or described in writing. 3. Consultant shall meet with the City’s Contract Officer at intervals as necessary to develop the design and review progress drawings and other documents which depict schematic status of the Project design. 4. Community/stakeholder workshops as required by the City’s Contract Officer are proposed during this phase in order to update Project design progress and solicit comment. 5. Consultant shall target LEED Certified Equivalent per the U.S. Green Building Council (USGBC) rating system and provide LEED checklists and reports indicating probable design credits for the Project and assignment of subconsultant responsibility for ensuring each measure is properly applied to the Project design. 6. Consultant shall coordinate as required with City’s staff in order to confirm compliance with City standards and to develop furniture and equipment plans for the Project design that are consistent with City requirements and standards. 7. Consultant shall prepare a preliminary site development package to include civil plans illustrating demolition; grading and paving; hydrology calculations and drainage (to include potential detention basins and/or bio-swales) and all utility services. 8. Consultant has the sole responsibility for preparing documentation of the preliminary design for review and comment by all appropriate agencies and utility providers, including but not limited to the City of Rancho Palos Verdes, and others as required. Consultant is not responsible for the actions, non- actions, change of action by these agencies and utility providers after all efforts are made by Consultant to solicit review and to incorporate all review comments. All work associated with change-of-action based on previous direction by the agencies identified will be considered Additional Services. 9. Consultant shall prepare an Estimated Project Construction Cost Estimate in a format acceptable to the City at 100% completion of Schematic Design, the purpose of which is to show the probable construction cost in relation to the City’s Construction Budget. If the Consultant perceives site considerations or City project requirements which render the project cost prohibitive, the Consultant shall disclose such conditions in writing to the City immediately. 01203.0006/681805.1 10. Consultant shall make presentations of the Schematic Design documents and 100% Schematic Design Cost Estimates to the City of Rancho Palos Verdes staff, City Council, Commissions and others as required in order to update design progress, solicit comment, and obtain approval for the Schematic Design project scope and budget. 11. Consultant shall make presentations of the 100% Schematic Design Cost Estimates to the City. The City shall prepare at City’s discretion and at its own expense the independent third party estimates of probable construction costs. All cost estimates will be reconciled with an City/ Project Management Cost Estimate developed by an independent third party cost estimator. The Consultant shall attend one (1) cost reconciliation meeting with the third-party cost estimator for the purpose of reconciling the 100% Schematic Design Estimated Project Construction Costs. 12. City’s Contract Officer and Consultant shall meet to review the provisional Schematic Design Documents and Cost Estimates in order to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Schematic Design Documents. 13. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Schematic Design Documents which may result from the City’s or any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant’s professional judgment. If such changes are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 14. Unless City agrees otherwise in writing, the Consultant shall revise respective provisional Schematic Design documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit Schematic Design documents and Cost Estimates to City. Once approved, the revised Schematic Design documents shall become the final Schematic Design Documents. 15. If the City’s Contract Officer has not authorized in writing a revision to the project scope and the Estimated Project Construction Cost based on Schematic Design documents exceeds the City’s Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant’s sole cost and expense, the Schematic Design Documents in order to meet the City’s Construction Budget. PHASE 2 01203.0006/681805.1 C. DESIGN DEVELOPMENT. The work shall be performed by the Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS, Darkhorse Lightworks, KSA, and Technical Resources Consultants. 1. Upon written approval by the City’s Contract Officer of the Schematic Design documents and the 100% Schematic Design Estimated Project Construction Cost, the Consultant shall prepare Design Development documents consisting of, but not limited to, site plans, enlarged site plans, building floor plans, enlarged floor plans, site sections, building sections, building elevations, typical construction details, finish schedules indicating finish selection, interior elevations, outline specifications and other drawings and documents sufficient to fix and describe the scope, relationship, size, appearance and character of the project components. 2. Design Development documents shall include Mechanical, Electrical, and Plumbing system designs and equipment layouts including single line diagrams and an energy analysis report. 3. Consultant shall provide interior and exterior lighting design services to include lighting design plans and schedules and photometric calculations as required for permit and to confirm minimum or maximum light levels for site development and building areas, including parking lots, path of travel and emergency egress. 4. Consultant shall update the LEED checklists and report identifying probable design credits for the Project and prepare as needed concept cost/benefit analysis of individual design elements for review and consideration by the City. 5. Consultant shall finalize storm water and design drainage plans and incorporate site features in conformance with the guidelines of the Governing Agency and as required to comply with City regulations. 6. Consultant shall take the lead role in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Project. 7. Consultant shall interpret all applicable federal, state and local laws, rules, and regulations with respect to access, including those of the Americans with Disabilities Act (ADA). Consultant shall identify all non-compliant construction within the Project scope area and complete plans and specifications for site and building improvements within the Project scope area as required to correct or remove non-compliant construction as required for permit, including, but not limited to path of travel, curb ramps and accessible parking. 01203.0006/681805.1 8. Consultant shall meet with the City at intervals as necessary to develop the design and to review progress drawings and other documents that depict the Design Development status of the Project. 9. Consultant shall establish an updated Estimated Project Construction Costs at 100% completion of Design Development documents containing detail consistent with the Design Development documents. 10. Community/stakeholder workshops are proposed as required by the City’s Contract Officer during this phase in order to update Project design progress and solicit comment. 11. Consultant shall make presentations of the City of Rancho Palos Verdes staff, City Council, Commissions, and others as required by the City’s Contract Officer, to update design progress, solicit comment, and obtain approval for the Design Development project scope and budget. 12. Design Development documents and 100% Design Development Cost Estimates to the City. All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third party cost estimator. The City shall prepare at City’s discretion and at its own expense the independent third party estimates of probable construction costs. The Consultant shall attend one (1) cost reconciliation meeting with the third-party cost estimator for the purpose of reconciling the 100% Design Development Estimated Project Construction Costs. 13. The City and the Consultant shall meet to review the provisional Design Development Documents and Cost Estimates in order to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Design Development Documents and/or the 100% Design Development Cost Estimates. 14. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Design Development documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant’s professional judgment. If such changes are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 15. Unless the City agrees otherwise in writing, the Consultant shall revise provisional Design Development documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit. Design Development documents and Cost Estimates to the City. Once 01203.0006/681805.1 approved, the revised Design Development documents shall become the final Design Development Documents. 16. If the City has not authorized in writing a revision to the project scope and Estimated Project Construction Costs based on Design Development documents exceeds the City’s Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant’s sole cost and expense, the Design Development Documents in order to meet the City’s Construction Budget. 17. CUP/CEQA Support: The Consultant will utilize the 100% Design Development drawings for the Conditional Use Permit (CUP) and California Environmental Quality Act (CEQA) applications. With regard to design documents, anticipated are minor revisions to the completed 100% Design Development drawings as a result of the CUP/CEQA process. This scope of work does not include design changes which will require revision of the building configuration, plan layout, building size, parking configuration or parking quantity which would require revision of the completed 100% Design Development drawings and additional work and coordination with MEP, Lighting, Landscape, Structural and Civil Consultants. Changes that require major revisions to the completed 100% Design Development drawings will require a revision to the proposed Project Schedule. a. Consultant will review and complete an application for the CUP. The application will be filled out by Consultant to the best of the Consultant’s knowledge. b. Consultant will prepare and submit any and all required documents necessary for the project’s CUP/entitlements review and environmental review (CEQA). c. Consultant will participate in internal meetings with City Staff during the CUP/CEQA review phase as well as prepare presentations and present at public hearings as needed. Anticipated at present are two (2) Planning Commission meetings and one (1) City Council meeting. d. Consultant will also prepare minor revisions to submitted materials as needed after both internal/departmental review and after public hearings. D. CONSTRUCTION DOCUMENTS. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS, Darkhorse Lightworks, KSA, and Technical Resources Consultants. 1. Based on approved Design Development Documents and the approved updated project Construction Budget, the Consultant shall prepare, for approval by City, Construction Documents consisting of drawings and other documents 01203.0006/681805.1 setting forth in detail the requirements for construction of the Project. The Consultant shall prepare complete drawings and specifications as are necessary for developing complete bids and for properly executing the Project work. Drawings and specifications shall set forth in detail all of the following: 1) the Project construction work to be done; 2) the materials, workmanship, finishes, and equipment required for the Project; and 3) the utility service connection equipment and site work. 2. Consultant shall prepare a Storm Water Pollution Prevention Plan (SWPPP) which will include Best Management Practices (BMP’s) that outline standard practices that can be implemented to decrease the discharge of pollutants into storm drains during construction operation on the site. 3. Consultant shall submit a written Estimated Project Construction Cost for the project based on the Construction Document Phase Documents at 90% completion. Construction Document Phase Documents shall be consistent with the Project Construction Budget and if not in conformance shall be revised until approved in writing by the City. 4. All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third-party cost estimator. The City shall prepare at City’s discretion and at its own expense the independent third-party estimate of probable construction costs. The Consultant shall attend one (1) cost reconciliation meeting at each Construction Document milestone with the City’s third-party cost estimator for the purpose of reconciling the 90% Construction Document Estimated Project Construction Cost. 5. The City’s Contract Officer and the Consultant shall meet to review the provisional 100% Construction Documents and Cost Estimate to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Construction Documents and Cost Estimates. 6. The parties agree that the Consultant, and not the City, possess the requisite expertise to determine the constructability of the Construction Documents. However, the City reserves the right to conduct one or more constructability review processes with the Construction Documents, and to hire an independent architect or other consultant to perform such reviews. Any such independent constructability reviews shall be at the City’s expense. 7. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Construction Documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or with Consultant’s professional judgment. If such changes are inconsistent with prior City 01203.0006/681805.1 direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 8. Unless the City agrees otherwise in writing, the Consultant shall revise provisional Construction Documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit Construction Documents and Cost Estimates to the City. Once approved, the revised Construction Documents shall become the final 100% Construction Documents. 9. The Consultant shall provide two (2) sets full size (30” x 42”) and half size (15” x 21”) hard copies at 50% Construction Documents for City review and input. Changes directed by City which are inconsistent with prior City direction shall be made by the Consultant and compensated as Additional Services. The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated. 10. Revise the 50% Construction Documents and submit another two (2) set of documents at 90% Construction Documents for City review and input. Changes directed by City which are inconsistent with prior City direction shall be made by the Consultant and compensated as Additional Services. The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated. 11. Consultant shall submit two (2) sets of 90% Construction Documents for submittal to the Building and Safety Department for review and approval. 12. Complete corrections on the 100% Construction Documents as required by the various City departments to obtain final approval of the Construction Documents for bidding purposes. 13. Provide a final Cost Estimate and Project Schedule to confirm the project is on target. 14. Submit two (2) sets of approved 100% Construction Documents and Specifications for City’s records and electronic copies on a CD along with a flash drive. OPTION TO EXTEND – City Council approval is required for any work completed after June 18, 2021. E. PERMIT. The work shall be performed by the Consultant, in conjunction with subconsultants KPFF, Englekirk Institutional, NOVUS, and KSA. 1. The Construction Documents and Specifications must be in such form as will enable the Consultant and City to secure the required permits and approvals for all federal, state, regional or local agencies concerned with the Project. 01203.0006/681805.1 F. BIDDING. The work shall be performed by Consultant, in conjunction with subconsultants KPFF, Englekirk Institutional, NOVUS, and KSA. 1. Assist in the submittal of the Bid Drawings (100% Construction Documents) and Specifications to the City’s Project Manager. 2. Respond to all Requests for Information (RFIs) working with the City’s Project Manager. 3. Assist the City’s Project Manager in reviewing and evaluating the bids and related documents for contract award to the lowest responsive and responsible bidder. II. Exclusions. See Exhibit “A-1” III. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: 1. Models and drawings 2. Schematic Design Documents 3. Preliminary site development package 4. Estimated Project Construction Cost Estimates 5. Presentation files 6. Design Development documents 7. Storm Water Pollution Prevention Plan (SWPPP) 8. Construction Documents IV. 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: NOT APPLICABLE V. 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. VI. Consultant will utilize the following personnel to accomplish the Services: A. Jim Favaro, Steve Johnson, Brian Davis and Kathy Williams B. KSA: Katherine Spitz, Jake Patton C. KPFF: Tom Gsell D. MGAC: Rick Lloyd E. Englekirk Institutional:, Tom Sabol and Diana Nishi F. NOVUS: Michael Leung 01203.0006/681805.1 G. Darkhorse Lightworks: Dawn Hollingsworth H. TRC: Sherry Harbaugh 01203.0006/681805.1 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule. Some portions of the Phases may be conducted concurrently. Phase Duration (Calendar Days) Start Finish A. Pre-Design 45 2.21.19 5.31.19 RPV Review and NTP 15 6.1.19 6.15.19 B. Schematic Design 45 6.3.19 7.25.19 RPV Review and NTP 15 7.25.19 9.16.19 C. Design Development 45 9.16.19 11.22.19 RPV Review and NTP 15 11.23.19 12.22.19 CUP/CEQA Review Process 90 12.01.20 3.31.21 D. Construction Documents 90 04.01.21* 6.29.21 RPV Review and NTP 15 3.30.21 7.14.21 Option to Extend – City Council approval required 6.18.2021 E. Permit 60** 7.15.21 9.12.21 F. City Council action to approve project to go to bid 30** 9.13.21 10.12.21 G. Bid 45** 10.13.21 11.26.21 H. City Council action to award contract to successful bidder 45** 11.27.21 01.10.22 I. Construction Duration 14 months** 1.11.22 3.11.23 * Anticipated start date dependent on CUP/CEQA review process, if either of the two processes take longer than the 3 months anticipated, the Construction Documentation phase will be affected. ** Approximate time estimate, this is subject to change. II. Consultant shall deliver the following tangible work products to the City by the following dates. Per Section I, above. 01203.0006/681805.1 III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No 1")by and between the CITY OF RANCHO PALOS VERDES ("City") and JOHNSON FAVARO, a California corporation ("Consultant") is effective as of Pee.. 17 , 2019 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated December 18, 2018 ("Agreement") whereby Consultant agreed to provide engmeenng design services (the "Services") for a Term of one year, for a Contract Sum of$538,460 The Agreement provided for an additional one-year extension at the City's discretion B Due to the unforeseen necessity for a Conditional Use Permit review and California Environmental Quality Act review, the Services will require additional tasks and take longer than anticipated Therefore, the City and Consultant now desire to amend the Agreement to extend the Term of the Agreement by one year, to expire on December 18, 2020, and increase the Contract Sum to $553,200 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in stnkethreugh and added text in bold italics (a) Section 2 1, Contract Sum, is hereby amended as follows "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 Ave - ... .. . -. - - . .. - ... .. . _ . Five Hundred Fifty Three Thousand and Two Hundred Dollars ($553,200) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " (b) Section 3 4, Term, is hereby amended as follows "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding December 18, 2020 one years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit D") [The City may, (c) Exhibit "A," Scope of Services, is hereby replaced in its entirety with the new Exhibit "A," Scope of Services, attached hereto and incorporated herein by this reference (d) Exhibit "C," Schedule of Compensation, is hereby replaced in its entirety with the new Exhibit "C," Schedule of Compensation, attached hereto and incorporated herein by this reference (e) Exhibit "D," Schedule of Performance, is hereby replaced m its entirety with the new Exhibit "D," Schedule of Performance, attached hereto and incorporated herein by this reference 2 Continuing Effect of Agreement Except as amended by this Amendment No 1, all provisions of the Agreement shall remain unchanged and m full force and effect From and after the date of this Amendment No 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective nghts and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 1, City is not m default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and (iv)the entenng into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/616940 1 -2- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a municipal corporation Li i, Cruikshank, Mayor Anil- AM low TTA► '...::411411 . Eminiar '!r, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP • -4 William W Wynd S ity Attorney CONSULTANT JOHNSON FAVARO, a California Corporation By 1%- 1, . 1/ r/ . fril"I'm ,`avaro p Pnn•...al s.1 By _. � . ame Y'-_ i/ve ', '.._.Jv4 �ot� + - Princ .. Address 5898 Blac . - •er Street r Culver City, CA 90232 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President, and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/616940 1 -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy or validity of that document _ STATE OF CALIFORNIA COUNTY OF LOS ANGELES, =,t) SP On(J 1712ta20,29.I+9 before me,$t.t(r, kirkv4t)I,personally appeared SIM F-Peat iCQproved to me on the basis of satisfactory evidence to be the person(s whose namesO is/ape subscribed to the within instrument and acknowledged to me that he/sbeLthey executed the same in his/herktieir authorized capacity(iesj, and that by hls/hef,'heir•signature(1) on the instrument the person(1), or the entity upon behalf of which the person() 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 myhand and official seal * s'= SHEIUTRIVEDI ` I I € Loss,4 AngNotary eles County California �^�J ���^r Commission 0 2297 94 Signature "s s'�my Comm Expires N+Y IS 2023 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 l CORPORATE OFFICER I(LO.'w mutt- vQ_(o,v Tte-GIGr TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR t I(1 ,>0 ❑ OTHER N b V G DATE OF DOCUMENT SIGNER IS REPRESENTING NU N (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/616940 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document _ STATE OF CALIFORNIA COUNTY OF LOS ANGGES1i7/&o2' 24,20 On X)19 ,394 ,SC1 9 before me, 14 1V - I4j5personally appeared h*ONN $11-t, ,proved to me on the basis of satisfactory evidence to be the person(4 whose names() is/aFe subscribed to the within instrument and acknowledged to me that he/site eney executed the same in his/I1Citt}ieir authonzed capacity(ies), and that by his/11444heir signature(i) on the instrument the person(s1}, or the entity upon behalf of which the person() 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 myhand and official seal �. sNE1LATltiv[a _ 'rr Notary Public Ca1HorMa e l 4. Los Anieles County IF Signature '"��SMy Coram IEsp«ir�esAue tS• �2o21 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 Co 071.4C-1- ❑ CORPORATE OFFICER (JpJ St� c 4wA.Y" (rdU,Le o^"k ) TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED 3 ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR 11(1- 1 ,)-02-0 ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING C`'0 6) L (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE S.tIF 01203 0006/616940 1 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform engineering design services for the Ladera Linda Community Park Project (the Services) The project's scope is divided into two phases PHASE 1 The first phase consists of refining and developing the existing approved conceptual Master Plan to a 30%completion level This phase will be presented to the City Council for review and approval PHASE 2 The second phase consists of the development of a fully- completed construction design and construction-ready documents for this project Consultant will coordinate work with the subconsultants to ensure that is completed in a timely and professional manner, and shall be solely responsible for the work of subconsultants PHASE 1 A. PRE-DESIGN. The work shall be performed by Consultant. 1 In cooperation with the City the Consultant shall produce existing conditions documentation based on City provided site survey, geotechnical investigative report, and other documents and date as required by the City's Contract Officer 2 Consultant shall create documentation of the Ladera Linda Park Master Plan dated March 20, 2018 (Master Plan) suitable for a basis of design, and presentation(s) to the City, community stakeholders and other as required by the City's Contract Officer 3 Consultant shall engage in a community outreach effort (including (3) meetings with neighbonng HOAs and others as required by the City's Contract Officer) to confirm those features of the park master plan to remain and those which are to be revised 4 Consultant shall produce models and drawings suitable for incorporation into subsequent design and document sets, as well as presentation of same to City and community groups B. SCHEMATIC DESIGN. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS, KSA, and Technical Resources Consultants. 1 In cooperation with the City, the Consultant shall prepare documents illustrating the scale and relationship of project components (Schematic Design Documents) of the Project The documents shall include, but not be limited to a site plan, enlarged site plans, floor plans, elevations, site sections, site elevations, outline specifications and other documents necessary and as required to illustrate the proposed project scope and concept The Consultant shall incorporate into the Schematic Documents the proposed program and 01203 0006/616940 1 functional requirements as approved by the City,established in the Master Plan, as well as revisions in the pre-design phase 2 The Schematic Design documents shall include preliminary selections of major building systems, and construction matenals shall be noted on the drawings or descnbed in wntmg 3 Consultant shall meet with the City's Contract Officer at intervals as necessary to develop the design and review progress drawings and other documents which depict schematic status of the Project design 4 Community/stakeholder workshops as required by the City's Contract Officer are proposed during this phase in order to update Project design progress and solicit comment 5 Consultant shall target LEED Certified Equivalent per the U S Green Building Council (USGBC) rating system and provide LEED checklists and reports indicating probable design credits for the Project and assignment of subconsultant responsibility for ensuring each measure is properly applied to the Project design 6 Consultant shall coordinate as required with City's staff in order to confirm compliance with City standards and to develop furniture and equipment plans for the Project design that are consistent with City requirements and standards 7 Consultant shall prepare a preliminary site development package to include civil plans illustrating demolition, grading and paving, hydrology calculations and drainage (to include potential detention basins and/or bio-swales) and all utility services 8 Consultant has the sole responsibility for preparing documentation of the preliminary design for review and comment by all appropnate agencies and utility providers, including but not limited to the City of Rancho Palos Verdes, and others as required Consultant is not responsible for the actions, non- actions, change of action by these agencies and utility providers after all efforts are made by Consultant to solicit review and to incorporate all review comments All work associated with change-of-action based on previous direction by the agencies identified will be considered Additional Services 9 Consultant shall prepare an Estimated Project Construction Cost Estimate in a format acceptable to the City at 100%completion of Schematic Design, the purpose of which is to show the probable construction cost in relation to the City's Construction Budget If the Consultant perceives site considerations or City project requirements which render the project cost prohibitive, the Consultant shall disclose such conditions in wnting to the City immediately 10 Consultant shall make presentations of the Schematic Design documents and 100% Schematic Design Cost Estimates to the City of Rancho Palos Verdes 01203 0006/616940 1 staff, City Council, Commissions and others as required in order to update design progress,solicit comment,and obtam approval for the Schematic Design project scope and budget 11 Consultant shall make presentations of the 100% Schematic Design Cost Estimates to the City The City shall prepare at City's discretion and at its own expense the independent third party estimates of probable construction costs All cost estimates will be reconciled with an City/ Project Management Cost Estimate developed by an independent third party cost estimator The Consultant shall attend one (1) cost reconciliation meeting with the third-party cost estimator for the purpose of reconciling the 100% Schematic Design Estimated Project Construction Costs 12 City's Contract Officer and Consultant shall meet to review the provisional Schematic Design Documents and Cost Estimates in order to reach agreement on any City-authonzed adjustment to the approved Project schedule or construction budget and identify any necessary clanfications of the provisional Schematic Design Documents 13 Consultant shall make all City-requested changes, additions, deletions, and corrections m the Schematic Design Documents which may result from the City's or any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies havmg jurisdiction or pnor approval, or inconsistent with earlier City direction or Consultant's professional judgment If such changes are inconsistent with pnor City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement 14 Unless City agrees otherwise in wnting, the Consultant shall revise respective provisional Schematic Design documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit Schematic Design documents and Cost Estimates to City Once approved, the revised Schematic Design documents shall become the final Schematic Design Documents 15 If the City's Contract Officer has not authorized m wasting a revision to the project scope and the Estimated Project Construction Cost based on Schematic Design documents exceeds the City's Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant's sole cost and expense, the Schematic Design Documents in order to meet the City's Construction Budget PHASE 2 C. DESIGN DEVELOPMENT. The work shall be performed by the Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS,Darkhorse Lighworks, KSA, and Technical Resources Consultants 01203 0006/616940 1 1 Upon written approval by the City's Contract Officer of the Schematic Design documents and the 100% Schematic Design Estimated Project Construction Cost, the Consultant shall prepare Design Development documents consisting of, but not limited to, site plans, enlarged site plans, building floor plans, enlarged floor plans, site sections, building sections, building elevations, typical construction details, finish schedules indicating finish selection, mtenor elevations, outline specifications and other drawings and documents sufficient to fix and descnbe the scope, relationship, size, appearance and character of the project components 2 Design Development documents shall include Mechanical, Electncal, and Plumbing system designs and equipment layouts including single line diagrams and an energy analysis report 3 Consultant shall provide mtenor and extenor lighting design services to include lighting design plans and schedules and photometric calculations as required for permit and to confirm minimum or maximum light levels for site development and building areas, including parking lots, path of travel and emergency egress 4 Consultant shall update the LEED checklists and report identifying probable design credits for the Project and prepare as needed concept cost/benefit analysis of individual design elements for review and consideration by the City 5 Consultant shall finalize storm water and design drainage plans and incorporate site features in conformance with the guidelines of the Governing Agency and as required to comply with City regulations 6 Consultant shall take the lead role in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Project 7 Consultant shall interpret all applicable federal, state and local laws, rules, and regulations with respect to access, including those of the Amencans with Disabilities Act (ADA) Consultant shall identify all non-compliant construction within the Project scope area and complete plans and specifications for site and building improvements within the Project scope area as required to correct or remove non-compliant construction as required for permit, including, but not limited to path of travel, curb ramps and accessible parking 8 Consultant shall meet with the City at intervals as necessary to develop the design and to review progress drawings and other documents that depict the Design Development status of the Project 01203 0006/616940 1 9 Consultant shall establish an updated Estimated Project Construction Costs at 100% completion of Design Development documents containing detail consistent with the Design Development documents 10 Community/stakeholder workshops are proposed as required by the City's Contract Officer during this phase in order to update Project design progress and solicit comment 11 Consultant shall make presentations of the City of Rancho Palos Verdes staff, City Council, Commissions,and others as required by the City's Contract Officer, to update design progress, solicit comment, and obtain approval for the Design Development project scope and budget 12 Design Development documents and 100% Design Development Cost Estimates to the City All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third party cost estimator The City shall prepare at City's discretion and at its own expense the independent third party estimates of probable construction costs The Consultant shall attend one (1) cost reconciliation meeting with the third-party cost estimator for the purpose of reconciling the 100% Design Development Estimated Project Construction Costs 13 The City and the Consultant shall meet to review the provisional Design Development Documents and Cost Estimates in order to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clanfications of the provisional Design Development Documents and/or the 100% Design Development Cost Estimates 14 Consultant shall make all City-requested changes, additions, deletions, and corrections m the Design Development documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having junsdiction or pnor approval, or inconsistent with earlier City direction or Consultant's professional judgment If such changes are inconsistent with pnor City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement 15 Unless the City agrees otherwise in writing, the Consultant shall revise provisional Design Development documents and Cost Estimates to reflect adjustments and clanfications agreed upon in the review meeting and resubmit Design Development documents and Cost Estimates to the City Once approved, the revised Design Development documents shall become the final Design Development Documents 16 If the City has not authorized in wnting a revision to the project scope and Estimated Project Construction Costs based on Design Development 01203 0006/616940 1 documents exceeds the City's Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant's sole cost and expense, the Design Development Documents in order to meet the City's Construction Budget 17 Consultant will submit any and all required documents necessary for the project's Conditional Use Permit/entitlements review and environmental review (CEQA) In addition, Consultant will participate in internal meetings with City Staff during the CUP/CEQA review phase as well as prepare presentations and present at public heanngs as needed Consultant will also prepare minor revisions to submitted matenals as needed after both internal/departmental review and after public heanngs D. CONSTRUCTION DOCUMENTS. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional,NOVUS,Darkhorse Lightworks,KSA,and Technical Resources Consultants. 1 Based on approved Design Development Documents and the approved updated project Construction Budget,the Consultant shall prepare,for approval by City, Construction Documents consisting of drawings and other documents setting forth m detail the requirements for construction of the Project The Consultant shall prepare complete drawings and specifications as are necessary for developing complete bids and for properly executing the Project work Drawings and specifications shall set forth in detail all of the following 1) the Project construction work to be done, 2) the matenals, workmanship, finishes, and equipment required for the Project, and 3) the utility service connection equipment and site work 2 Consultant shall prepare a Storm Water Pollution Prevention Plan(SWPPP) which will include Best Management Practices (BMP's) that outline standard practices that can be implemented to decrease the discharge of pollutants into storm drains during construction operation on the site 3 Consultant shall submit a written Estimated Project Construction Cost for the project based on the Construction Document Phase Documents at 90% completion Construction Document Phase Documents shall be consistent with the Project Construction Budget and if not in conformance shall be revised until approved in writing by the City 4 All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third-party cost estimator The City shall prepare at City's discretion and at its own expense the independent third-party estimate of probable construction costs The Consultant shall attend one(1)cost reconciliation meeting at each Construction Document milestone with the City's third-party cost estimator for the purpose of reconciling the 90% Construction Document Estimated Project Construction Cost 01203 0006/616940 1 5 The City's Contract Officer and the Consultant shall meet to review the provisional 100% Construction Documents and Cost Estimate to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clanfications of the provisional Construction Documents and Cost Estimates 6 The parties agree that the Consultant, and not the City,possess the requisite expertise to determine the constructability of the Construction Documents However, the City reserves the nght to conduct one or more constructability review processes with the Construction Documents, and to hire an independent architect or other consultant to perform such reviews Any such independent constructability reviews shall be at the City's expense 7 Consultant shall make all City-requested changes, additions, deletions, and corrections m the Construction Documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or pnor approval, or inconsistent with earlier City direction or with Consultant's professional judgment If such changes are inconsistent with pnor City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement 8 Unless the City agrees otherwise in wnting, the Consultant shall revise provisional Construction Documents and Cost Estimates to reflect adjustments and clarifications agreed upon m the review meeting and resubmit Construction Documents and Cost Estimates to the City Once approved, the revised Construction Documents shall become the final 100% Construction Documents 9 The Consultant shall provide two (2) sets full size(30"x 42") and half size (15" x 21") hard copies at 50% Construction Documents for City review and input Changes directed by City which are inconsistent with pnor City direction shall be made by the Consultant and compensated as Additional Services The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated 10 Revise the 50%Construction Documents and submit another two (2) set of documents at 90%Construction Documents for City review and input Changes directed by City which are inconsistent with prior City direction shall be made by the Consultant and compensated as Additional Services The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated 11 Consultant shall submit two (2) sets of 90% Construction Documents for submittal to the Building and Safety Department for review and approval 01203 0006/616940 1 12 Complete corrections on the 100% Construction Documents as required by the various City departments to obtain final approval of the Construction Documents for bidding purposes 13 Provide a final Cost Estimate and Project Schedule to confirm the project is on target 14 Submit two (2) sets of approved 100% Construction Documents and Specifications for City's records and electronic copies on a CD along with a flash drive E. PERMIT.The work shall be performed by the Consultant,in conjunction with subconsultants KPFF, Englekirk Institutional,NOVUS, and KSA 1 The Construction Documents and Specifications must be m such form as will enable the Consultant and City to secure the required permits and approvals for all federal, state, regional or local agencies concerned with the Project F BIDDING. The work shall be performed by Consultant, in conjunction with subconsultants KPFF, Englekirk Institutional,NOVUS, and KSA. 1 Assist in the submittal of the Bid Drawings (100% Construction Documents) and Specifications to the City's Project Manager 2 Respond to all Requests for Information (RFIs) workmg with the City's Project Manager 3 Assist the City's Project Manager m reviewing and evaluating the bids and related documents for contract award to the lowest responsive and responsible bidder II Exclusions See Exhibit"A-1" III. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City 1 Models and drawings 2 Schematic Design Documents 3 Preliminary site development package 4 Estimated Project Construction Cost Estimates 5 Presentation files 6 Design Development documents 7 Storm Water Pollution Prevention Plan (SWPPP) 8 Construction Documents 01203 0006/616940 1 IV. In addition to the requirements of Section 6 2, dunng performance of the Services, Consultant will keep the City appraised of the status of performance by delivenng the following status reports NOT APPLICABLE V. 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 VI Consultant will utilize the following personnel to accomplish the Services A Jim Favaro, Steve Johnson, Bnan Davis and Kathy Williams B KSA Kathenne Spitz, Jake Patton C. KPFF Tom Gsell D MGAC Rick Lloyd E. Englekirk Institutional , Tom Sabol and Diana Nish, F NOVUS Michael Leung G Darkhorse Lightworks TRC Dawn Hollingsworth 01203 0006/616940 1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant and subconsultants shall perform the following tasks at the following rates Discipline/Firm Predesign Schematic Design Construction Permit Bid Sub- design Development Documents Budget Architecture/ $45,000 $45,000 $74,740 $125,000 $5,000 $3,500 $298,240 Johnson Favaro Cost Planning/ $0 $3,000 $6,000 $4,500 $0 $0 $13,500 MGAC Civil Engineering/ $0 $19,360 $20,240 $35,200 $10,200 $3,000 $88,000 KPFF Structural $0 $2,750 $6,300 $24,000 $500 $500 $34,050 Engineering/ Englekirk MEP,FLS/Novus $0 $10,000 $13,000 $22,500 $3,000 $1,500 $50,000 Lighting/ $0 $0 $4,500 $7,500 $0 $0 $12,000 Darkhorse Lighting Landscape $0 $10,520 $9,800 $18,000 $590 $500 $39,410 Architecture/KSA Specifications/TRC $0 $0 $5,000 $2,000 $1,000 $0 $8,000 Reimbursable $10,000 Expenses* TOTALS $45,000 $90,630 $139,580 $238,700 $20,290 $9,000 $553,200 *Reimbursable expenses shall include reasonable out of pocket expenses that are incurred and paid by Consultant and subconsultants in furtherance of this Agreement Reimbursable expenses shall include --Printing and reproduction costs --Project-related mileage -- Shipping, overnight mail, postage, messenger and other handling of drawings and documents --Presentation models -- Fees paid to third parties for securing approval of authorities having jurisdiction over the Project 01203 0006/616940 1 Additional consultants not included in this Agreement, subject to the City's Contract Officer's prior written approval II A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. 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 21, unless Additional Services are approved per Section 1.9. IV. 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 descnbing 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,matenals,and travel properly charged to the Services V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI The billing rates for Consultant's and subconsultants' personnel are attached as Exhibit C-1. 01203 0006/616940 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule. Some portions of the Phases may be conducted concurrently. Phase Duration Start Finish (Calendar Days) A. Pre-Design 45 2 21 19 5 31 19 RPV Review and NTP 15 6 1 19 6 15 19 B. Schematic Design 45 6 3 19 7 25 19 RPV Review and NTP 15 7 25 19 9 16 19 C. Design Development 45 9 16 19 11 22 19 RPV Review and NTP 15 11 23 19 12 22 19 CUP/CEQA Review 180 12 18 19 6 15 20 Process D Construction Documents 180 12 22 19 6 15 20 RPV Review and NTP 110 3 15 20 7 1 20 E Permit 45 7 1 20 8 15 20 F Bid 15 8 15 20 11 1 20 II Consultant shall dehver the following tangible work products to the City by the following dates. Per Section I, above III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203 0006/616940 1 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and JOHNSON FAVARO 01203.0006/523512 2 1 A-1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND JOHNSON FAVARO THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 18 day of December, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Johnson Favaro, a California corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as"Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, 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 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" 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 01203.0006/523512.2 A-2 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 scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having 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. 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 01203.0006/523512.2 2 A-3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (0 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(11/2)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." 01203.0006/523512.2 3 A-4 A�,,1 Contractor's Authorized Initials a.�. ��(i) Contractor's Responsibility for Su. . tractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses,Permits,Fees and Assessments. 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. 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. 01203.0006/523512.2 4 A-5 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 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 ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that 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 contractors. 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. 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 Five Hundred Thirty Eight Thousand Four Hundred Sixty Dollars ($538,460) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. 2.2 Method of Compensation. 01203.0006/523512.2 5 A-6 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 contract retention; (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, (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 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 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 forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and 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 01203.0006/523512.2 6 A-7 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 but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and 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 years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). [The City may, in its sole discretion, extend the Term for one additional one-year terms.] 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: Jim Favaro Principal (Name) (Title) 01203.0006/523512.2 7 A-8 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 competent personnel 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. 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 Elias Sassoon, Director of Public Works, and Ron Dragoo, Principal/City Engineer, or such person as may be designated by the City Manager. 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 01203.0006/523512.2 8 A-9 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. 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 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. (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 01203.0006/523512.2 9 A-10 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. (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 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 01203.0006/523512 2 10 A-11 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 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. (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. (1) 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. 01203.0006/523512.2 11 A-12 (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 ninety (90) 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' 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; 01203.0006/523512 2 12 A-13 (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 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. 01203.0006/523512.2 13 A-14 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 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. 01203.0006/523512 2 14 A-15 (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 presumptively thirty (30) 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 01203.0006/523512.2 15 A-16 dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party,the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 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 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 for and shall pay to the City the sum of zero ($0) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 01203.0006/523512.2 16 A-17 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 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. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill 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 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. 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. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. 01203.0006/523512.2 17 A-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. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. 01203.0006/523512.2 18 A-19 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 seventy-two (72)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. 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 01203.0006/523512.2 19 A-20 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, considerati. , or other thing of value will render this Agreement void and of no force or effect. 4IA Consultant's Authorized Initials elltv 9.7 Corporate Authority. if The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/523512.2 20 A-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 corpor 'on .(,.... , Mayor ATillk. : lilt_kilb WAgifk. Em711Pb!1Mt -•, ity Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP , 1�) Vii William VVI City Attorney CONSULTANT: JOHNSON FAVARO By: Name: a Title: Pr'• ,,IW -4110PBy: �./� Nam `_ ;Jo .on Title: Princip' Address: 5898 Blackwelder Street Culver City, CA 90232 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/523512 2 21 A-22 ALL-PURPOSE ACKNOWLEDGMENT Title of Document: SC-0 (t 6 Sigv14-17—d Date of Document: 12 I �� I J A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California �.o S OrN6 1 )ss. County of ) On 12 \a% 1 ) 13. before me, ,9tn i A- TVG✓ ► , Notary Public, personally appeared "3-1 %-n p fw Pr R. c• 7tz rL �Uh n1501J who proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) iefare subscribed to the within instrument and acknowledged to me that 11LT-0e/they executed the same in n.i&h r/their authorized capacity(ies), and that by hiefher/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. - � ,is •- commission•2120047 t•-• Notary Public•California Los Angeles County Signature 2> 1M„� My Comm.Ex iter Au 15.2010' FOR NOTARY STAMP SIMLA TAIVEDI !' - Commission al 2120047 Notary Public-California z tosAngsk:County 1_\:,1-7),, 152019 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES grtyt 50101Sva On PE'C'1 - $2018 before me,Sutk; Tilowwis, personally appeared 11 wn rPWA4RQ , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)4s/are subscribed to the within instrument and acknowledged to me that he4lte/they executed the same in hisfher/their authorized capacity(ies), and that by hiker/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. riall"1"111"11111946P- WITNESS my hand and official seal. '�'syoliry f� � ON-California %1'nl09 Atq�li�Couay► Signature: , Comm, 15 2019 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/523512.2 A-23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF,LOS,ANGELES, • On , 2018 befOre•nfe, , personally appeated'' ,'prover!'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 co rr 44, WITNESS y I o iM; _` t Ylncnv tileVM lfiJ 1 '` Signature: _ r 4-__ aJ pnrt�;' 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/523512.2 A-24 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform engineering design services for the Ladera Linda Community Park Project (the Services). The project's scope is divided into two phases: PHASE 1: The first phase consists of refining and developing the existing approved conceptual Master Plan to a 30% completion level. This phase will be presented to the City Council for review and approval. PHASE 2: The second phase consists of the development of a fully-completed construction design and construction-ready documents for this project. Consultant will coordinate work with the subconsultants to ensure that is completed in a timely and professional manner, and shall be solely responsible for the work of subconsultants. PHASE 1 A. PRE-DESIGN. The work shall be performed by Consultant. 1. In cooperation with the City the Consultant shall produce existing conditions documentation based on City provided site survey, geotechnical investigative report, and other documents and date as required by the City's Contract Officer. 2. Consultant shall create documentation of the Ladera Linda Park Master Plan dated March 20, 2018 (Master Plan) suitable for a basis of design, and presentation(s) to the City, community stakeholders and other as required by the City's Contract Officer. 3. Consultant shall engage in a community outreach effort (including (3) meetings with neighboring HOAs and others as required by the City's Contract Officer) to confirm those features of the park master plan to remain and those which are to be revised. 4. Consultant shall produce models and drawings suitable for incorporation into subsequent design and document sets, as well as presentation of same to City and community groups. B. SCHEMATIC DESIGN. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS,KSA,and Technical Resources Consultants. 1. In cooperation with the City, the Consultant shall prepare documents illustrating the scale and relationship of project components (Schematic Design Documents) of the Project. The documents shall include, but not be limited to a site plan, enlarged site plans, floor plans, elevations, site sections, site elevations, outline specifications and other documents necessary and as 01203.0006/523512 2 A-1 A-25 required to illustrate the proposed project scope and concept. The Consultant shall incorporate into the Schematic Documents the proposed program and functional requirements as approved by the City, established in the Master Plan,as well as revisions in the pre-design phase. 2. The Schematic Design documents shall include preliminary selections of major building systems, and construction materials shall be noted on the drawings or described in writing. 3. Consultant shall meet with the City's Contract Officer at intervals as necessary to develop the design and review progress drawings and other documents which depict schematic status of the Project design. 4. Community/stakeholder workshops as required by the City's Contract Officer are proposed during this phase in order to update Project design progress and solicit comment. 5. Consultant shall target LEED Certified Equivalent per the U.S. Green Building Council (USGBC) rating system and provide LEED checklists and reports indicating probable design credits for the Project and assignment of subconsultant responsibility for ensuring each measure is properly applied to the Project design. 6. Consultant shall coordinate as required with City's staff in order to confirm compliance with City standards and to develop furniture and equipment plans for the Project design that are consistent with City requirements and standards. 7. Consultant shall prepare a preliminary site development package to include civil plans illustrating demolition; grading and paving; hydrology calculations and drainage (to include potential detention basins and/or bio- swales)and all utility services. 8. Consultant has the sole responsibility for preparing documentation of the preliminary design for review and comment by all appropriate agencies and utility providers, including but not limited to the City of Rancho Palos Verdes, and others as required. Consultant is not responsible for the actions, non- actions, change of action by these agencies and utility providers after all efforts are made by Consultant to solicit review and to incorporate all review comments. All work associated with change-of-action based on previous direction by the agencies identified will be considered Additional Services. 9. Consultant shall prepare an Estimated Project Construction Cost Estimate in a format acceptable to the City at 100% completion of Schematic Design, the purpose of which is to show the probable construction cost in relation to the City's Construction Budget. If the Consultant perceives site considerations 01203.0006/523512.2 A-2 A-26 or City project requirements which render the project cost prohibitive, the Consultant shall disclose such conditions in writing to the City immediately. 10. Consultant shall make presentations of the Schematic Design documents and 100% Schematic Design Cost Estimates to the City of Rancho Palos Verdes staff, City Council, Commissions and others as required in order to update design progress, solicit comment, and obtain approval for the Schematic Design project scope and budget. 11. Consultant shall make presentations of the 100% Schematic Design Cost Estimates to the City. The City shall prepare at City's discretion and at its own expense the independent third party estimates of probable construction costs. All cost estimates will be reconciled with an City/ Project Management Cost Estimate developed by an independent third party cost estimator. The Consultant shall attend one (1) cost reconciliation meeting with the third-party cost estimator for the purpose of reconciling the 100% Schematic Design Estimated Project Construction Costs. 12. City's Contract Officer and Consultant shall meet to review the provisional Schematic Design Documents and Cost Estimates in order to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Schematic Design Documents. 13. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Schematic Design Documents which may result from the City's or any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant's professional judgment. If such changes are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 14. Unless City agrees otherwise in writing, the Consultant shall revise respective provisional Schematic Design documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit Schematic Design documents and Cost Estimates to City. Once approved, the revised Schematic Design documents shall become the final Schematic Design Documents. 15. If the City's Contract Officer has not authorized in writing a revision to the project scope and the Estimated Project Construction Cost based on Schematic Design documents exceeds the City's Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant's sole cost and expense, the Schematic Design Documents in order to meet the City's Construction Budget. 01203.0006/523512 2 A-3 A-27 PHASE 2 C. DESIGN DEVELOPMENT. The work shall be performed by the Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS,Darkhorse Lighworks, KSA,and Technical Resources Consultants. 1. Upon written approval by the City's Contract Officer of the Schematic Design documents and the 100% Schematic Design Estimated Project Construction Cost, the Consultant shall prepare Design Development documents consisting of, but not limited to, site plans, enlarged site plans, building floor plans, enlarged floor plans, site sections, building sections, building elevations, typical construction details, finish schedules indicating finish selection, interior elevations, outline specifications and other drawings and documents sufficient to fix and describe the scope, relationship, size, appearance and character of the project components. 2. Design Development documents shall include Mechanical, Electrical, and Plumbing system designs and equipment layouts including single line diagrams and an energy analysis report. 3. Consultant shall provide interior and exterior lighting design services to include lighting design plans and schedules and photometric calculations as required for permit and to confirm minimum or maximum light levels for site development and building areas, including parking lots, path of travel and emergency egress. 4. Consultant shall update the LEED checklists and report identifying probable design credits for the Project and prepare as needed concept cost/benefit analysis of individual design elements for review and consideration by the City. 5. Consultant shall finalize storm water and design drainage plans and incorporate site features in conformance with the guidelines of the Governing Agency and as required to comply with City regulations. 6. Consultant shall take the lead role in applying for and obtaining required approvals from all federal, state, regional or local agencies concerned with the Project. 7. Consultant shall interpret all applicable federal, state and local laws, rules, and regulations with respect to access, including those of the Americans with Disabilities Act (ADA). Consultant shall identify all non-compliant construction within the Project scope area and complete plans and specifications for site and building improvements within the Project scope area as required to correct or remove non-compliant construction as required for permit, including, but not limited to path of travel, curb ramps and accessible parking. 01203.0006/523512.2 A-4 A-28 8. Consultant shall meet with the City at intervals as necessary to develop the design and to review progress drawings and other documents that depict the Design Development status of the Project. 9. Consultant shall establish an updated Estimated Project Construction Costs at 100% completion of Design Development documents containing detail consistent with the Design Development documents. 10. Community/stakeholder workshops are proposed as required by the City's Contract Officer during this phase in order to update Project design progress and solicit comment. 11. Consultant shall make presentations of the City of Rancho Palos Verdes staff, City Council, Commissions, and others as required by the City's Contract Officer, to update design progress, solicit comment, and obtain approval for the Design Development project scope and budget. 12. Design Development documents and 100% Design Development Cost Estimates to the City. All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third party cost estimator. The City shall prepare at City's discretion and at its own expense the independent third party estimates of probable construction costs. The Consultant shall attend one (1) cost reconciliation meeting with the third- party cost estimator for the purpose of reconciling the 100% Design Development Estimated Project Construction Costs. 13. The City and the Consultant shall meet to review the provisional Design Development Documents and Cost Estimates in order to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Design Development Documents and/or the 100% Design Development Cost Estimates. 14. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Design Development documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or Consultant's professional judgment. If such changes are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 15. Unless the City agrees otherwise in writing, the Consultant shall revise provisional Design Development documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit. Design Development documents and Cost Estimates to the City. 01203.0006/523512.2 A-5 A-29 Once approved, the revised Design Development documents shall become the final Design Development Documents. 16. If the City has not authorized in writing a revision to the project scope and Estimated Project Construction Costs based on Design Development documents exceeds the City's Construction Budget by more than ten percent (10%), the City may request the Consultant to amend, at the Consultant's sole cost and expense, the Design Development Documents in order to meet the City's Construction Budget. D. CONSTRUCTION DOCUMENTS. The work shall be performed by Consultant, in conjunction with subconsultants MGAC, KPFF, Englekirk Institutional, NOVUS, Darkhorse Lightworks, KSA, and Technical Resources Consultants. 1. Based on approved Design Development Documents and the approved updated project Construction Budget, the Consultant shall prepare, for approval by City, Construction Documents consisting of drawings and other documents setting forth in detail the requirements for construction of the Project. The Consultant shall prepare complete drawings and specifications as are necessary for developing complete bids and for properly executing the Project work. Drawings and specifications shall set forth in detail all of the following: 1) the Project construction work to be done; 2) the materials, workmanship, finishes, and equipment required for the Project; and 3) the utility service connection equipment and site work. 2. Consultant shall prepare a Storm Water Pollution Prevention Plan (SWPPP) which will include Best Management Practices (BMP's)that outline standard practices that can be implemented to decrease the discharge of pollutants into storm drains during construction operation on the site. 3. Consultant shall submit a written Estimated Project Construction Cost for the project based on the Construction Document Phase Documents at 90% completion. Construction Document Phase Documents shall be consistent with the Project Construction Budget and if not in conformance shall be revised until approved in writing by the City. 4. All cost estimates will be reconciled with an City/Project Management Cost Estimate developed by an independent third-party cost estimator. The City shall prepare at City's discretion and at its own expense the independent third-party estimate of probable construction costs. The Consultant shall attend one (1) cost reconciliation meeting at each Construction Document milestone with the City's third-party cost estimator for the purpose of reconciling the 90% Construction Document Estimated Project Construction Cost. 01203.0006/523512.2 A-6 A-30 5. The City's Contract Officer and the Consultant shall meet to review the provisional 100% Construction Documents and Cost Estimate to reach agreement on any City-authorized adjustment to the approved Project schedule or construction budget and identify any necessary clarifications of the provisional Construction Documents and Cost Estimates. 6. The parties agree that the Consultant, and not the City, possess the requisite expertise to determine the constructability of the Construction Documents. However, the City reserves the right to conduct one or more constructability review processes with the Construction Documents, and to hire an independent architect or other consultant to perform such reviews. Any such independent constructability reviews shall be at the City's expense. 7. Consultant shall make all City-requested changes, additions, deletions, and corrections in the Construction Documents which may result from any constructability review, at no additional cost to the City, so long as they are not in conflict with the requirements of the public agencies having jurisdiction or prior approval, or inconsistent with earlier City direction or with Consultant's professional judgment. If such changes are inconsistent with prior City direction, Consultant shall make such alterations and be compensated therefore pursuant to the Additional Services provision of this Agreement. 8. Unless the City agrees otherwise in writing, the Consultant shall revise provisional Construction Documents and Cost Estimates to reflect adjustments and clarifications agreed upon in the review meeting and resubmit Construction Documents and Cost Estimates to the City. Once approved, the revised Construction Documents shall become the final 100% Construction Documents. 9. The Consultant shall provide two (2) sets full size (30" x 42") and half size (15" x 21") hard copies at 50% Construction Documents for City review and input. Changes directed by City which are inconsistent with prior City direction shall be made by the Consultant and compensated as Additional Services. The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated. 10. Revise the 50% Construction Documents and submit another two (2) set of documents at 90% Construction Documents for City review and input. Changes directed by City which are inconsistent with prior City direction shall be made by the Consultant and compensated as Additional Services. The scope of and compensation for such changes shall be mutually agreed upon by the Consultant and City before such changes are initiated. 11. Consultant shall submit two (2) sets of 90% Construction Documents for submittal to the Building and Safety Department for review and approval. 01203.0006/523512.2 A-7 A-31 12. Complete corrections on the 100%Construction Documents as required by the various City departments to obtain final approval of the Construction Documents for bidding purposes. 13. Provide a final Cost Estimate and Project Schedule to confirm the project is on target. 14. Submit two (2) sets of approved 100% Construction Documents and Specifications for City's records and electronic copies on a CD along with a flash drive. E. PERMIT. The work shall be performed by the Consultant, in conjunction with subconsultants KPFF,Englekirk Institutional,NOVUS,and KSA. 1. The Construction Documents and Specifications must be in such form as will enable the Consultant and City to secure the required permits and approvals for all federal, state, regional or local agencies concerned with the Project. F. BIDDING. The work shall be performed by Consultant, in conjunction with subconsultants KPFF,Englekirk Institutional,NOVUS, and KSA. 1. Assist in the submittal of the Bid Drawings (100% Construction Documents) and Specifications to the City's Project Manager. 2. Respond to all Requests for Information (RFIs) working with the City's Project Manager. 3. Assist the City's Project Manager in reviewing and evaluating the bids and related documents for contract award to the lowest responsive and responsible bidder. II. Exclusions. See Exhibit"A-I" III. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: 1. Models and drawings 2. Schematic Design Documents 3. Preliminary site development package 4. Estimated Project Construction Cost Estimates 5. Presentation files 6. Design Development documents 7. Storm Water Pollution Prevention Plan (SWPPP) 01203.0006/523512.2 A-8 A-32 8. Construction Documents IV. 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: NOT APPLICABLE V. 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. VI. Consultant will utilize the following personnel to accomplish the Services: A. Jim Favaro, Steve Johnson, Brian Davis and Kathy Williams B. KSA: Katherine Spitz, Jake Patton C. KPFF: Tom Gsell D. MGAC: Rick Lloyd E. Englekirk Institutional:, Tom Sabol and Diana Nishi F. NOVUS: Michael Leung G. Darkhorse Lightworks: TRC Dawn Hollingsworth 01203.0006/523512.2 A-9 A-33 EXHIBIT "A-1" EXCLUSIONS The following services are expressly not included in this Scope of Work, and shall be charged as Additional Services pursuant to Section 1.8 if requested by City. A. General 1. Land Survey 2. Geotechnical Investigative Report 3. Phase 1 or Phase 2 Environmental Review 4. Tree Survey or Arborist Services 5. Materials Testing 6. Hazardous materials abatement scope related to survey of existing conditions, drawings, reports, documents and or specifications. 7. Methane extraction systems 8. Off-site public improvements, not described in this Proposal including adjoining street widening. 9. Physical presentation models 10. Partnering Workshops 11. Additional cost estimates or revisions to completed cost estimates B. Civil Engineering 1. Preparation of schematic opinion of probable construction costs. 2. Preparation of preliminary below-slab de-watering plan 3. Preparation of design development opinion of probable construction costs. 4. Assist in the filing of permits for the permanent or temporary discharge of groundwater. 5. Special studies. 6. Land surveys. 7. Design of site retaining walls. 8. Services relative to future facilities, systems, and equipment. 9. Service to investigate existing conditions or facilities, or to make measured drawings thereof. 10. Coordination of construction performed by separate contractors or by owner's forces. 01203.0006/523512.2 Al-10 A-34 11. Services regarding work of a construction manage or separate consultants retained by owner. 12. Detailed estimates of construction cost. 13. Record drawings. 14. Services of sub-consultants. 15. Storm water facilities. 16. Road widening. 17. Bicycle paths. 18. Traffic signals. 19. Street dedications. 20. Street lighting. 21. Striping plans. 22. Sewer improvements. 23. Water improvements. 24. Traffic studies. 25. Franchise Utility Coordination, includes natural gas lines, power and communications conduits, etc. 26. Assist the owner in coordinating the abandonment and/or relocation of existing franchise utilities. 27. Underground mechanical systems coordination, includes coordination of chilled water lines, steam lines, distilled water, etc. Note that coordination includes horizontal alignment only. Detailed design of these items is to be accomplished by others. 28. Design of sewer seepage pits, septic tanks, or leech fields. 29. Design of water wells. 30. Preparation of excavation documents/rough grading plans. 31. Preparation of studies of alternative site plans. 32. Flood,plain,wetland, or environmental work. 33. Design of lift stations for sanitary sewer or storm drainage systems. 34. Design of booster pumps for inadequate water pressure. 35. Intensive research and testing to determine conditions of existing site utilities (e.g. potholing, smoke testing, dye testing,pressure testing, and video testing. 36. Assist the general contractor with the design and permits associates with construction site dewatering. 01203.0006/523512.2 A 1-1 1 A-35 37. Design and documentation relative to special storm water detention and treatment systems required to obtain LEED credits. 38. Landscape Architecture 39. Hardscape design 40. Landscape design for adjacent hillside areas 41. Playground or sports courts equipment 42. Community Outreach 43. Lighting Design 44. Record Drawings/As-Builts 45. LEED calculations and documentation C. Structural Engineering 1. Structural engineering services outside of community center building except foundation design and detailing of playground equipment D. MEP Engineering 1. Design change requests and LEED strategy reassessment requested after completion of 100% Schematic Design that require significant redesign and/or redrawing. 2. Significant changes to building or MEP systems requiring reassessment of systems proposed will require additional services to assess. 3. MEP demolition drawings or documentation of any existing as-built conditions 4. Work on buildings and site other than those described under'Project Description" above 5. Design of systems outside of five feet from building or buildings described under 'Project Description" above, except for site related work as included in Services descriptions. 6. LEED and Title 24-2016 Required Commissioning and 3rd Party Peer Reviews 7. Construction management or bidding coordination 8. Kitchen design or specification of any kitchen equipment 9. Construction cost estimates will be by construction cost estimator. We will review cost estimator's pricing,participate in reconciliation and provide feedback. 10. Acoustical calculations for systems are not included. We will include modifications to our systems per your acoustical consultants' recommendations within our base fee. 11. Smoke modeling and any work on atriums 12. Routing of utilities (gas, water, sanitary, electrical, etc.) outside of five feet from the building 01203.0006/523512 2 A1-12 A-36 13. Design of building footing drainage and/or sub-slab groundwater drainage will be performed by others. 14. Trenching and backfilling details or specifications related to underground piping and/or tanks 15. Cogeneration systems 16. Audio Visual systems, Cabling for telephone or CATV, Fire Alarm and Security system design 17. Layout of fire sprinkler heads and routing of fire sprinkler piping in the building 18. Fire alarm system design 19. Design or testing of fire protection systems 20. Fuel oil under/above ground storage tanks, pumping, piping, and leak detection systems. 21. Storm water detention/reclamation system design. 22. Solar thermal water heating system design. 23. Medical gas system and piping distribution design including air, vacuum, oxygen and nitrogen. 24. Full Design of Solar Photovoltaic systems. 25. Energy storage power systems 26. Structural calculations for the seismic restraint of mechanical, electrical and plumbing equipment are not included 27. Waterproofing details/requirements for building components by others 28. Cost reduction requiring redesign after approved systems have been designed including but not limited to change order issues or ASI's. Issue of ASIs, change orders, plan revisions, etc. generated by others will require additional fees to be submitted for prior approval before completing these services. 29. Review of change order costs initiated by others will be billed hourly, on prior approval. 30. Determination/interpretation of egress lighting paths with local officials. 31. Distributed antenna system. 32. Kitchen exhaust and make-up air systems design. 33. Smoke control system or stair/elevator shaft pressurization system design. 34. Any Plug Load Monitoring or Submissions 35. Lighting design for areas not specifically listed under Lighting scope 36. Theatrical Lighting 37. Design of Landscape and Exterior Lighting 01203.0006/523512.2 A1-13 A-37 38. Mock-ups 39. Cost estimating 40. Multiple-name specifications 41. Control system specifications 42. Custom fixture design 43. Supervision of contractors 44. Aiming of installed light fixtures 45. Life Cycle Cost Analysis 46. Record drawings of completed project 47. Cost reduction requiring redesign 48. Determination/interpretation of egress lighting paths with local officials 49. Location of Exit Signs 50. Preparation and documentation of any LEED or similar credit programs 51. Power to street lighting at city sidewalks and right of ways. 52. Low Voltage Conduit design,routing and coordination. 53. Design-Bid-Build Early Foundation Package. 54. Filing of applications for building or other permits, payment of any fees associated with permits or associated applications. 55. Preparation of cost estimates. 56. Overall project BIM management. 57. Participations in development of BIM execution plans. 58. Design of an emergency or standby back up power system via a diesel generator. 59. Responses to additional rounds of comments from owners. One round of comments has been included in the scope of work. 60. Design for grease interceptor and plumbing for a commercial kitchen. E. Lighting 1. Revit model production. Darkhorse will utilize the Revit model to extract current backgrounds, sections and details, but will not produce a linked model. It is the architect or engineer's responsibility to populate the model with lighting families. Darkhorse will assist to obtain available manufacturers families for luminaires specified. 2. Additional site visits shall be billed at the day rates as noted in the fee schedule. Day rates are described as one (1)man-day of 8 hours. 3. Production time for additional drawing submissions not included in the scope of services. 01203.0006/523512.2 Al-14 A-38 4. Bidding and Negotiation. 5. As-built drawings, Record drawings and Close-out documentation. 6. Decorative lighting (FF&E) is to be provided by architect. Darkhorse shall assist with sources and dimming and at times might suggest fixtures but the responsibility is that of the interior designers. Should it be requested that Darkhorse source decorative light fixtures, a separate fee should be assessed based on the scope of the request. 7. Programming of the lighting controls system. This work shall be completed by the manufacturer's authorized personnel. 8. Commissioning of lighting and controls systems. This work shall be performed by a certified commissioning agent. 9. Emergency lighting, life safety. As directed, Darkhorse shall incorporate architectural lighting fixtures capable of emergency lighting to support and assist in efforts through zoning but it is the Electrical Engineer's responsibility to circuit the emergency lighting, verify that it meets code and specify visible emergency lighting, concealed EM lights, BOH, Staircase and other lighting not in Darkhorse's scope. 10. Energy code calculations, LEED submittals, lighting power density and other permit documents are supplied by consulting engineers. Darkhorse shall provide a fixture schedule and zone schedule with wattage information for areas within scope but does not have the authority to submit to agencies and municipalities. 11. LEED Compliance, WELL Building, Savings by Design or other third-party building program documentation unless specifically included. Related services are considered additional services upon request. 12. Living Building Challenge documentation and specifications unless specifically included. Compliance is the responsibility of manufacturers. If notified at the beginning the project will seek LBC status, Darkhorse will make every effort to specify products in compliance but does not warrant products specified comply with the LBC Red List. Coordination and all related efforts are considered additional services. 13. Landmarks approval documentation. 14. Lighting renderings are an additional service. Fees shall be based on the extent of the request. 15. Mock-ups shall be billed at the hourly rate. Any expenses associated with the construction of materials for the mock up shall be paid upon receipt of invoice. 16. Additional photometric calculations shall be billed as additional services at the hourly rates set forth herein. 17. Review and testing of fixture and/or control system substitutions proposed by others. 01203.0006/523512.2 A 1-15 A-39 18. Should the client request custom light fixtures; the design shall be billed at $4,500.00 USD per fixture design. All copyrights remain the property of Darkhorse. A custom lighting fixture is defined as an entirely new design and would require design approvals, prototypes and coordination of fabrication. Darkhorse does not charge additional fees for assisting with modifications or coordinating custom fixture as provided by other designers. 19. Should the overall design phase extend past twenty (20) months Darkhorse reserves the right to renegotiate fees and ask for additional compensation due to additional hours needed. 20. The specification and design of lighting control and dimming system, unless specifically included above. 21. Value engineering past 100%Design Development phases. 22. Written specifications beyond the information provided in our fixture schedule. 01203.0006/523512 2 A 1-16 A-40 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, and deleted text is indicated in stfilEethfeugh. I. Section 4.5,Prohibition Against Subcontracting or Assignment, is amended to read: 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. The following subconsultants are deemed approved: KPFF Consulting Engineers; KSA Design Studios; Englekirk Institutional; NOVUS Design Studio; Darkhorse Lightworks, LLC; MGAC; and Technical Resources Consultants. 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 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. II. Section 7.7,Liquidated Damages, is deleted in its entirety. 01203.0006/523512.2 B-1 A-41 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant and subconsultants shall perform the following tasks at the following rates: Discipline/Firm Predesign Schematic Design Construction Permit Bid Sub- design Development Documents Budget Architecture/ $45,000 $45,000 $60,000 $125,000 $5,000 $3,500 $283,500 Johnson Favaro Cost Planning/ $0 $3,000 $6,000 $4,500 $0 $0 $13,500 MGAC Civil Engineering/ $0 $19,360 $20,240 $35,200 $10,200 $3,000 $88,000 KPFF Structural Engineering/ $0 $2,750 $6,300 $24,000 $500 $500 $34,050 Englekirk MEP,FLS/Novus $0 $10,000 $13,000 $22,500 $3,000 $1,500 $50,000 Lighting/ $0 $0 $4,500 $7,500 $0 $0 $12,000 Darkhorse Lighting Landscape $0 $10,520 $9,800 $18,000 $590 $500 $39,410 Architecture/KSA Specifications/TRC $0 $0 $5,000 $2,000 $1,000 $0 $8,000 Reimbursable $10,000 Expenses* TOTALS $45,000 $90,630 $124,840 $238,700 $20,290 $9,000 $538,460 *Reimbursable expenses shall include reasonable out of pocket expenses that are incurred and paid by Consultant and subconsultants in furtherance of this Agreement. Reimbursable expenses shall include: --Printing and reproduction costs --Project-related mileage -- Shipping, overnight mail,postage,messenger and other handling of drawings and documents --Presentation models --Fees paid to third parties for securing approval of authorities having jurisdiction over the Project 01203.0006/523512.2 C- A-42 Additional consultants not included in this Agreement, subject to the City's Contract Officer's prior written approval. II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. 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. IV. 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. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. The billing rates for Consultant's and subconsultants' personnel are attached as Exhibit C-1. 01203.0006/523512.2 C-2 A-43 EXHIBIT "C-1" CONSULTANT TEAM HOURLY RATES Johnson Favaro-Architect Partners $220 Senior Associate $180 Senior Staff 3 $120 KSA Design -Landscape Architect Principal $235 Project Manager/Project Designer $135 Draftsperson $90 MGAC - Cost Consultant Senior Cost Manager $200 Cost Manager $175 Assistant Cost Manager $100 KPFF- Civil Engineers Principal $225 Project Manager $180 Project Engineer $150 Englekirk Institutional-Structural Engineers Principal $275 Project Director $195 Associate $175 Novus-MEP Senior Engineer $135 BIM Designer $115 Darkhorse Lightworks-Lighting Principal $190 Senior Designer $175 Designer $150 Technical Resources Consultants - Specifications Principal $165 01203.0006/523512.2 C-3 A-44 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the following schedule. Phase Duration Start Finish (Calendar Days) A. Pre-Design 45 11.01.18 12.15.18 RPV Review and NTP 15 12.15.18 01.01.18 B. Schematic Design 45 01.01.18 2.15.19 RPV Review and NTP 15 2.15.19 3.01.19 C. Design Development 45 3.01.19 4.15.18 RPV Review and NTP 15 4.15.18 5.01.19 D. Construction Documents 90 5.01.19 08.01.19 RPV Review and NTP 15 08.01.19 08.15.19 E. Permit 45 08.15.19 10.01.19 F. Bid 15 10.01.19 10.15.19 II. Consultant shall deliver the following tangible work products to the City by the following dates. Per Section I, above. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0006/523512.2 D-1 A-45