Beverly Hills City Council
May 10, 2022

AGENDA REPORT
Meeting Date: May 10, 2022
Item Number:

To: Honorable Mayor & City Council
From: Daren Grilley, P.E., PTOE, Assistant Director/City Engineer Derek Nguyen, P.E., Ph.D., Project Manager
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND LEIGHTON AND ASSOCIATES, INC. FOR AS-NEEDED

PROFESSIONAL GEOTECHNICAL ENGINEERING SERVICES
FOR CIP PROJECTS; AND
APPROVAL OF A PURCHASE ORDER FOR A NOT-TO- EXCEED AMOUNT OF $191,119 TO LEIGHTON AND ASSOCIATES, INC. FOR THE CORRESPONDING AGREEMENT
Attachments: 1. Agreement

RECOMMENDATION
Staff recommends that City Council move to approve an agreement with Leighton and Associates, Inc. for geotechnical engineering services to maintain project continuity and approve a purchase order for a total not-to-exceed amount of $191,119 to Leighton and Associates, Inc. for the corresponding agreement.

INTRODUCTION
This report is a request for City Council approval for an agreement between the City of Beverly Hills and Leighton and Associates, Inc. (Leighton) for geotechnical engineering services including testing, monitoring, soil characterization for disposal, soil sampling and analysis, reporting and as-needed geotechnical engineering services for capital improvement projects.

DISCUSSION
The Public Works Department is currently working on the hillside restoration project by Summit Drive and Laurel Way and the Burton Way median project within the City of Beverly Hills. Geotechnical engineering services are required to support sampling and

BEVERLY
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Meeting Date: May 10, 2022

testing analysis, soil characterization for disposal and geotechnical engineering services for monitoring and construction support.

The proposed agreement with Leighton and Associates is in the amount of $191,119, for professional geotechnical engineering services for testing and monitoring during grading of the hillside restoration project and geotechnical services for the Burton Way median project for soil characterization and analysis for disposal. Leighton was previously retained by the City to evaluate the impact of the hillside and provided geotechnical recommendations for the restoration.

Staff recommends approval of the agreement with Leighton for professional geotechnical engineering services for the ongoing hillside restoration project and to support the Burton Way median project construction. In accordance with the Beverly Hills Municipal Code, bidding is not required for professional services such as geotechnical engineering.

Leighton has been providing geotechnical engineering services to the City for the hillside restoration project and soil characterization and analysis for the Burton Way media project. Staff finds Leighton’s services satisfactory and recommends approving the agreement to maintain project continuity.

FISCAL IMPACT
Funds are available in Fiscal Year 2021/22 CIP No. 00270 and 00387 as follows:

CIP Account No. Amount
80006003-850000-00387 $118,853
85105504-850000-00270 $72,266
TOTAL $191,119
Shana Epstein,
Director of Public Works
Approved By
Attachment 1
B0785-0001\2646056v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
LEIGHTON AND ASSOCIATES, INC. FOR AS-NEEDED

PROFESSIONAL GEOTECHNICAL ENGINEERING SERVICES

FOR CIP PROJECTS
NAME OF CONSULTANT: Leighton and Associates, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Joe Roe, Senior Principal Geologist CONSULTANT’S ADDRESS: 17781 Cowan
Irvine, CA 92614
Attention: Joe Roe, Senior Principal
Geologist
CONSULTANT’S E.I.N./TAX I.D. NO.: 95-2899975
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: May 10, 2022
TERMINATION DATE: May 10, 2023, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $191,119.00
DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

B0785-0001\2646056v1.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
LEIGHTON AND ASSOCIATES, INC. FOR AS-NEEDED

PROFESSIONAL GEOTECHNICAL ENGINEERING SERVICES

FOR CIP PROJECTS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and Leighton and Associates, Inc. (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Works.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.
(a) CONSULTANT’s Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.
(b) COVID-19 Vaccination or Testing, and Record Keeping Requirements.

CONSULTANT and its employees, personnel, agents, subconsultants, volunteers and subcontractors or any other individual under the control of CONSULTANT who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees” ) shall comply with CITY’s COVID19 vaccination or testing, and record keeping requirements in connection with the services provided to CITY under the Agreement and as more particularly described in the attached “Acknowledgement of CITY’s Vaccination Requirements Against The COVID-19 Virus”, Attachment 1 to Exhibit A. CONSULTANT shall execute Attachment 1 to Exhibit A of the Agreement attesting that only Covered Employees who are fully vaccinated or with proof of weekly negative COVID-19 PCR or antigen tests will be assigned to work at CITY worksites and/or facilities at all times during the term of the Agreement.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date on the cover page or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth on the cover page.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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3 The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth on the cover page shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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4 Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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5 (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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6 Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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7 EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A municipal corporation
By:

LILI BOSSE
Mayor
ATTEST:

By:

HUMA AHMED
City Clerk
CONSULTANT: Leighton and Associates,
Inc.

By:

TERRANCE M. BRENNAN
Chairman
By:

KRISTEN WILLIAMS
Corporate Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

By: By:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
By:

SHANA E. EPSTEIN
Director of Public Works
[Signatures continue]
DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

B0785-0001\2646056v1.doc
8 By:

DAREN GRILLEY
Assistant Director of Public
Works/City Engineer
By:

SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 9 B0785-0001\2646056v1.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall provide professional geotechnical engineering services for soil characterization for offsite disposal and/or reuse, soil sampling and analysis, reporting and asneeded geotechnical engineering services for Capital Improvement Projects (CIP).

Burton Way Median Subsurface Waste Storage System
CONSULTANT shall profile approximately 14,622 cubic yards of in-situ soil within the tank area and approximately 3,500 to 3,700 cubic yards of in-situ soil within the infiltration swales for potential offsite disposal and/or reuse.

CONSULTANT’s scope of work will include and be limited to the following tasks:
 Task 1 - Prepare Site-Specific Health and Safety Plan Prior to conducting soil sampling, CONSULTANT shall prepare a site-specific health and safety plan (HSP) to address potential health risk concerns that may be observed or encountered during the soil sampling activities.
 Task 2 - Conduct Soil Sampling and Laboratory Analytical Testing In the proposed tank area, CONSULTANT shall oversee the advancement of six borings spaced approximately 50 feet apart to a depth of 25 feet below ground surface (bgs). Soil samples shall be collected from each boring at depths of 1, 3, 5, 10, 15, 20, and 25 feet bgs and submitted for chemical analysis.

In the proposed infiltration swale areas, CONSULTANT shall oversee the advancement of 10 borings spaced approximately 200 feet apart along the northern side of the median to a depth of 2 feet bgs. Soil samples shall be collected from each boring at depths of 0.5 and 2 feet bgs and submitted for chemical analysis. Two additional samples shall be collected from exposed soil within the infiltration swale located along the southern side of the median and submitted for chemical analysis.
 Soil samples collected from within the tank area shall be analyzed for total petroleum hydrocarbons (TPH) by modified EPA Method 8015B, volatile organic compounds (VOCs) by EPA Method 8260B via EPA Method 5035, Title 22 metals by EPA Methods 6010B/7471A, organochlorine pesticides (OCPs) by EPA Method 8081A, polychlorinated biphenyls (PCBs) by EPA Method 8082, and semi-volatile organic compounds (SVOCs) by EPA Method 8270C.
 Soil samples collected from within the infiltration swale areas shall be analyzed for TPH by modified EPA Method 8015B, VOCs by EPA Method 8260B via EPA Method 5035, and Title 22 metals by EPA Methods 6010B/7471A.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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10  Based on the initial laboratory analytical test results, additional analysis may be required to determine non-RCRA or RCRA hazardous waste designation. Cost to perform the waste extraction tests (WETs) are included herein.

CONSULTANT understands that CITY desires an expedited turnaround time (TAT) on laboratory analytical testing. CONSULTANT shall submit the soil samples to the receiving laboratory with a requested rush TAT of 24 to 48 hours with a 100% or 50% surcharge.  Task 3 - Project Management, Reporting, and Administrative Activities Project management and administrative activities shall be performed throughout the time period soil sampling and analytical testing activities are completed. The project management activities shall also include reporting and communications with CITY regarding analytical results and soil characterization.

Summit and Laurel Hillside Restorations
CONSULTANT’s services shall include geotechnical observation and testing during construction of the slope repair located at the following locations in CITY:
• 1196 Summit Drive and 1231 Laurel Way;
• 1309 and 1315 Laurel Way; and,
• 1300 and 1312 Dawnridge Drive.

CITY shall provide an official project schedule for this work. Based on discussions with CITY, CONSULTANT estimated the grading and earthwork construction will occur over a period of approximately 32 work days (8 work weeks). CONSULTANT’s original Not-to-Exceed budget approved under Agreement No. 250-19, dated May 21, 2019, was in the not to exceed amount of $68,854.92. Since that time, in support of varying alternative construction techniques, site meetings, and engineering support, CONSULTANT has expended $39,162 of the original budget, leaving approximately $29,693 remaining.

CONSULTANT’s scope of services for this project will consist of pre-construction survey and photo documentation, geotechnical observation, testing and consultation, during earthwork construction and engineering support through completion of the project. CONSULTANT’s construction phase services shall be provided on a time-and-expense basis.

It is CONSULTANT’s understanding the remaining budget of approximately $29,693 dollars will be transferred over to this Agreement. The balance of the funds to be transferred is included in CONSULTANT’s cost breakdown table presented in Exhibit B, along with additional funds to cover anticipated work.

II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

B0785-0001\2646056v1.doc
11 “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility. vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubicle.

3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public.
**Please review Los Angeles County Department of Public Health guidelines for social distancing.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659

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12 2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus.

CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

III. COVID-19 VACCINATION AND RECORD KEEPING REQUIREMENTS CONSULTANT shall execute the attached “ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING REQUIREMENTS AGAINST THE COVID-19 VIRUS”, Attachment 1 to this Exhibit.

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13 ATTACHMENT 1 TO EXHIBIT A

ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING REQUIREMENTS AGAINST THE COVID-19 VIRUS

I, THE UNDERSIGNED, HEREBY ATTEST THAT I AM AN AUTHORIZED REPRESENTATIVE OF CONSULTANT.

I hereby acknowledge and agree to comply with any federal, state and/or local laws, regulations and orders including the CITY’s requirement that CONSULTANT and its employees, personnel, agents, subconsultants, volunteers, and subcontractors, or any other individuals under the control of the CONSULTANT, who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees”) shall be either fully vaccinated against the COVID-19 virus as defined in this Attachment or be administered weekly COVID-19 tests (PCR or antigen) as required in this Attachment.. Covered Employees shall include those with and without CITY badge access. Fully vaccinated shall be defined as two (2) weeks after the second dose of the Pfizer-BioNTech or Moderna COVID-19 vaccine is administered to the Covered Employee or two weeks after the single dose of the Johnson and Johnson Janssen COVID-19 vaccine is administered to the Covered Employee, or as further defined by the Center for Disease Control and Prevention (“CDC”), State of California, County of Los Angeles, or City of Beverly Hills. Each Covered Employee shall provide proof (vaccine card, image of vaccine card showing vaccination status) to CONSULTANT that such Covered Employee is fully vaccinated as defined in this Attachment or, the Covered Employee shall provide proof of a negative COVID-19 test (PCR or antigen) to CONSULTANT as further described in this Attachment.

I, the undersigned hereby attest that only vaccinated individuals, or individuals with weekly negative COVID-19 tests (PCR or antigen), will be assigned to work at CITY worksites and/or facilities under the Agreement. Covered Employees may be required to show proof of their vaccination status or a weekly negative COVID-19 test (PCR or antigen) to a CITY representative prior to performing work under the Agreement or at any time while performing work under the Agreement. CONSULTANT shall be responsible for ensuring that all of its assigned Covered Employees are fully vaccinated, or, have a negative COVID-19 test (PCR or antigen) prior to performing work under the Agreement. CONSULTANT shall maintain a log, certified by CONSULTANT, of vaccinated and tested Covered Employees for the term of the Agreement and shall provide such log to CITY upon request at any time.

I understand and acknowledge that CITY may, at a future time, determine that it cannot accommodate unvaccinated Covered Employees, and that it may not permit certain or all unvaccinated Covered Employees to perform work under the Agreement.

Failure to comply with these requirements shall be a default under the Agreement.

CONSULTANT is responsible for all costs associated with compliance with this Attachment.

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14 I ALSO ACKNOWLEDGE THAT THESE REQUIREMENTS MAY CHANGE FROM TIME TO

TIME PURSUANT TO FUTURE FEDERAL, CALIFORNIA AND LOS ANGELES COUNTY

REQUIREMENTS AND AGREE TO COMPLY WITH ALL APPLICABLE STATUTES,

REGULATIONS, ORDERS, ORDINANCES AND POLICIES RELATING TO MITIGATING THE TRANSMISSION OF COVID-19.

I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE THAT THE FOREGOING IS TRUE AND CORRECT UNDER PENALTY OF PERJURY.

LEIGHTON AND ASSOCIATES, INC.

By:____________________________________________________________ Name: TERRANCE M. BRENNAN
Title: Chairman
DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 15 B0785-0001\2646056v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of services performed under this Agreement as described in Exhibit A in the not-to-exceed amount of One Hundred Ninety-One Thousand One Hundred Nineteen Dollars ($191,119.00) based on the fees and rates set forth in Attachment 1 to Exhibit B.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

COST ESTIMATE
Project Estimated
Cost
Burton Way Median Subsurface Waste Storage System $72,266 Summit and Laurel Hillside Restorations $68,853
As-Needed Professional Geotechnical Engineering Services $50,000 Total Estimated Cost $191,119

FEE SCHEDULE
Fees of CONSULTANT shall accumulate on a time-and-materials basis in accordance with the 2022 Professional Fee Schedule, attached as Attachement 1 to Exhibit B, less 10 percent (10%).

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 16 B0785-0001\2646056v1.doc
ATTACHMENT 1 TO EXHIBIT B
DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 �Leighton 2022 P A SC EDULE

LABOR RATES
CLASSIFICATION $/HR
Technioan I -·-·--·-·-·-·-· .. -·-·-·---·--·-·-·-·-·-· .. -·-·-·-· 85 Technician , Special nspec:tor ·-·-·- •. ·-·-·- _ 94
S rTec c1an I Sen Special pec:tor _, __ - -·-·-·- - 110 Prev · ing Wage ( soi I ma els tester) • -·--·-·-·-·-·-·--·-·-·---·- 143 Prev ·ring age (Spec In actor) • ...... _ .. _ .... _·-·-·--·-·-·-· .. ·- 146 Prev ling age (On sile Source lnspedor OT and soi remediation 0& )' ·-·-·--··· .. ·-·-·- .. ·-·-···-· ·--·-·-·-·-·--·-·-·-""" 150 System Opera on · enance (0& ) Specialist. - - , 139
n Oestruc e Testing { 0 -·-·-·-· -·-·----·-·-·-·--·-·-·---·- 146 Deputy Inspector ·-·-·-· .. -·-·-·-· .. -·-·-·-·-·--·-·-·-·-·-·--·-·-·-· .. ·• 110 F / L ratory Supe sor .. -·-·-·-· .. -·-·-·-·-·------·-·---·--·-·-----·- 139 Source lnspec or ·-· .. ·-·-·-·--·-·-·-·-·- 126
Qty of Los Angeles Deputy Buil ing (incl 1ng Grading) I ecer ·---·-·- 149 · See Preva,•ng ges n Terms Cooohons

CLASSIFICATION /HR
PIOJed Ad 1 1strat>t ord Processor.Uispatcher ·-·-·-·-·-···--·-···-·-·- n lnforma ,on Speci isl... . -·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-···-·-·- 113 CAO Opera r --·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·-·-·--·-·-·-·-·- 131 GIS Speoalist ... _,_,_ •... _, , __ , ... , ... --·-·-·-·-·--·-·-·-· .. ···- 131 GIS Art yst ·-·--·····-· -·-·-····-·-·-·-·--·-·-·-·-·-·--·-···-·-·- 153 Sta Engineer I Geolog'st Sc o ,st ····-·-· ·-·-·--·-·-···-·-·- 143 Senior Staff E ineer I Geolog1 I Soen s / I'S R ···-···-··-···-···- 156 Operations' Laboratory anager ·-·-·-·--·-·-·-·-·- 171
PIOJed En ·neer I Geologist, Sci 1st ·-·--·-·-··· .. ·-·- 180 S r Project Eng neer Geologist I Sci st IS R ·-·-·--·-·-·-· 198 A ociate ·-·--·-·-· ·-·--·-·-···-· 221
Pnncipal ,-·-·--·-·-·-·-·-··-·-·-···-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-· 243 S r Princip -·-·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·-·-·- 293

GEOTECHNICAL LABORATORY TESTING
ET HOO $/TEST ETHOO $/TEST

CLASSIFICATION & INDEX PROPERTIES
Photograph of sam e ·--·-· ·---·--·---·-·-·-·--·-···-·----· 10 sture oonten ST 0221s1 - .• ·-·--·-·-·-· •. ·-·-- 20
'sture density (AS 02937) rng sarrc>les-·-·-·--·-·-·-·-·--·-···-·-·--· 30 ·sklre & densi (AS 02937) Shelby tube or c ilg .. -·-·-·--·-·-·-·- .. ·-· A erberg lmlts 3 points (AST 0'318) ··-·-·-··--·-·--·-·-·-···-······-···-· 150 - Singe poin non-plastic .. - .... -·-·-·--·-·-·- --·-·-·-·-·-·--·-·-·-·-·--·85 - A erbefg mils (o,g AS 1 02487 H>'318) ,_, __ •... _,_, •• ,_,_, , 80 - Visual class, 'on as non-plastic ST 02 >--·-···-···--·-···-···--· 10 p

COMPACTION & PAVEMENT SUBGRAOE TESTS
S d Procmrcompac on, ponls ST >
- 4 indl diame er mold ( ods A& B) ... -·-··· .. ·--···-·---··· .. -·-·- .. 160 - 6 indl diame er mold ( ttod C) ···-··· .. -·-···-··-·-·-···-··-···-··· 215 fied Proc or compacton 4 poults AS 01ss1,:
• indl diame er mold ds A & B .. -,.-·-·-···-··-·-·····-·--···- 220 - 6 indl diame er mold hod C·-·-·-·-·--·-·-···-·--·-·-·-·-·--·-·- 2 5 Oleck poi (per poin -·-·-·- .... --,- .... -·-··· .. -·-···-·--·-·-·- .... --·---·-·-·65 Relative compacbon un_. ed, a ed so aggregales (C 2161-·- 250 Relative den ty 0.1 ft mold (AST 04253 ().&25' ) •• -·-·-·-·--·-·-·-·-·--·- 235 caifornia 8 rng Ra . (AST O 883)
- 3 poinl-·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-··· .. -·-···-·--·-·-·-·-··-·-·-····500 - 1 point-·-·-·-·-·--·-·-·-·-·--·-·- .... -·-·-··--·-·-·-·--·-·-·-·-·--·-·-·-·· 85 R-Vaue reatedsol aggregates(MSHTOT1 AS 02 T 1301)- .••. 310 R·Va ue lime or cement eated sols/aggregates (AASHTOT1 AST 0 !CT 1301) ·-··-·-·-···-··-···-···-··-·-· .3 0
Consolida ion AST 02 ). • ..... ·-·---·--· ·--·-·- .. 95 Each additional time curYe -·-·--·-·-·-·-·-··-···-···-··-···-···-·--·-·-···-· 5 Each additional Joa lllload o mer ng .... ·-···-·--·-· .. ·-·-·--·-·-·-·-· 0 ExpansDn Index (AS 1 04829) ••••••• - .... -·-··-·-·-···-·--·-·-·-·-···----···· 30 Sngle load s I lapse· thod B (AS °' a •.. 105
S co lapse odAup to 10 loadhmloads time curves
ST 04 ···--·-·······-······-···-··-·······-·--·-·-·-·-···--·- 290 F /2022· X MI ightongroup com P 1 o 4

B0785-0001\2646056v1.doc
17 DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 �Leighton
/TEST
th bac ressure

SOIL-CEMENT
ETHOD

HYDRAULIC CONDUCTIVITY TESTS
METHOD $/TEST

TRIAXIAL TESTS

CONSTRUCTION MATERIALS LABORATORY TESTING
srresr ETHOD $/TEST
F /2022 • X P 2 4

B0785-0001\2646056v1.doc
18 DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 �Leighton
/TEST METHOD $/TEST

STREET LIGHTS/SIGNALS
LED Lum1 res I S1 al les I Co do Pedestrian S Face
od es (C ·-·-·-·-· 1,300

SPRAY APPLIED FIREPROOFING
Unit AST •• -·-·-·-·-·--·-·-·-·-··-·-·-·-·-·--·60

EQUIPMENT LIST
$ U IT
AST E1907) -·-·-· 60 t I
dear mois e d i gauge ··--·-·-·- ·-·-·--·-·-·-·- 88 day Elec cal mois re and dens gauge --·-·-·- .. ··--·-·-·-·-·--·-·-·-·-88 Day Pachorneter ·-·--·-·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·-25 day Particula e tor.·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-· 125 day pHX:onduc ,ty em era tu re me er·-·-- ... ·-·-·----·-·-·-·-·-·--·-·-·- 55 day Pho o-lo iza on D ec r (P D) ·-·-·-·--·-·-·-·-·-·--·-···-·-····-·-· 120 day Pllllp T)Phoon 2 or 4 stage -·- .. ··-·-·----·-·- .... --.- .... - .... -·--·-·-·-50 day OED bladder p p · OED control box,-·-·-·-·-·--·-·-·-·-·-·--·-·-· 160 day Quie fee - Phase I only··-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-· 200 each Resistiv, Id meler and pins-·-·-·-·--· .. ·-·-· .. ·--·-·-·-·-·-·--·-·-·-50 day Shp I threaded cap 2-inch or 4-inch diameter, PVC Schedu 0...... 5 each Slope inclinorn '··-·-·-·-·--·-·-·-·-·-- ... ·-·---·--·-·-·-·-·--·-·-·-· 200 day Soll sampl g T-ha e (EnCXlfe) -·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·- O day S samplng pod-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·- 35 day Speedy (R) moisture tester.- - --·-·-·-·-···-·-·-·-·-·-·--····-·-··5 day Sta s steel b ler.·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-40 day Submersible pump, 0 gpm, • po red Gr bs
2-inch , conroller -·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-· 160 day Submersible pum transfer pump, 10.25 gpm ··-·--·-·-·-·-·-·--·-·-·- 50 day Support service ruck usage ( insta latiOn etc.)-·-·-·-·-·---- .. ··-· 200 day Sun,ey eooe sta s.·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-··8 ch t bags··--·-·-·-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·- 8 each Tra oones (S25 rricades (s"ngle lane>-·-·-·--·-·-·-·-·-·----·-·-50 day Tutbidity meler ·-·-···-·-·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-·- 70 day Tyve t (each).·-·-·-·-·--·-·-· .. ·-·--·-·-·---·--·-·-·-·-·--·-·-·-·- 8 each Vapor sall'l) ing bo -·-·-···--·-·-·-·-·--·-···-·-·--·-·-···-·--·-·-·-·-55 day Vehide usage (carrying equipment) ·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-20 hour Vi ciCalc .... _. __ , ...•. -·-·u·--·-·-·-·-·--·-·-·---·--·-·-·-·-·-·--·-·-·-35 day V (20 x 100 fee ·-·--·-·-·-·-·--·-·-·-·-·--·-·-·-·-·-·--·-·-· 100 roll a I el indicator (e ronic II sounder) <300 f deep el ·-·- 60 day ZIPlEVEL: ·-·-·--·-·-·-·-·--·-·-·-·-·--·-·····-·-·--·-·-·-·-·--·-·-·- 15 day Ot speoalized ge echntcal and eov1ronm I t ng and moni onng eq ipment re availa , and pc!a!d per s1
F /2022· P 3 of

B0785-0001\2646056v1.doc
19 DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 �Leighton

TERMS AND CONDITIONS

FEE SC DU
Expiration: This fee schedule is effective through
December 31, 2022 after which remaining work ill
be billed at then-current rates.

Propo al Expiration: Proposals are valid for at
least 30 days, subject to change after 30 days;
unless otherwise stated in an attached proposal.

Prevailing Wages: Our fees for prevailing wage
work are based upon California prevailing wage
laws and wage determinations Unless specifically
indicated in our proposal, costs for apprentice
are not included. If we are required to have an
apprentice on your project, additional fees will be
charged.

Overtime: Standard overtime rate is per California
Labor Law and is billed at 1 .5 or 2 times their
hourly billing rate. Overtime rate for non-exempt
field personnel working on a Leighton observed
holiday is billed at 2 times their hourly billing rate.

Overtime rate for Prevailing wage work is per the
California Department of Industrial Relations (DIR)
determination and is multiplied at 1.5 to 2 times
their hourly billing rate for overtime and doubletime, respectively. • Expert Witness Time: Expert witness deposition
and testimony will be charged at 2 times hourly
rates listed on the previous pages, with a minimum
charge of four hours per day.
• Minimum Field Hourly Charges: For Field
Technicians, Special Inspectors or any on-site
{field) materials testing services:
4 hours: 4-hour minimum charge up to the first
four hours of work
8 hours: 8-hour minimum charge for over four
hours of work, up to eight hours.

Project time accrued includes portal to portal
travel time.
• Insurance & Limitation of Liability: These rates
are predicated on standard insurance coverage
and a limit of Leighton's liability equal to our total
fees for a given project
Outside Direct Costs: Heavy equipment,
subcontractor fees and expenses. projectspecific permits and/or licenses, project-specific supplemental insurance, travel, subsistence,
project-specific parking charges. shipping,
reproduction, and other reimbursable expenses will
be invoiced at cost plus 20%, unless billed directly
to and paid by client.
• Invoicing: Invoices are rendered monthly, payable
upon receipt in United States dollars A service
charge of 1 %-percent per month will be charged for
late payment.

Client Disclosures: Client agrees to provide all
information in Client's possession about actual or
possible presence of buried utilities and hazardous
materials on the project site, prior to ieldwork,
and agrees to reimburse Leighton for all costs
related to unanticipated discovery of utilities and/or
hazardous materials. Client is also responsible for
providing safe and legal access to the project site
for all Leighton field personnel.
• Earth Material Samples: Quoted testing unit
rates are for soil and/or rock ( earth) samples
free of hazardous materials. Additional costs will
accrue beyond these standard testing unit rates
for handling, testing and/or disposing of soil and/or
rock containing hazardous materials. Hazardous
materials will be returned to the site or the site
owner's designated representative at additional
cost not included in listed unit rates. Standard
turn-around time for geotechnical-laboratory test
results is 10 working days. Samples ill be stored
for 2 months, after which they will be discarded.

Prior documented notification is required if samples
need to be stored for a longer time. A monthly
storage fee of 10 per bag and 5 per sleeve or
tube will be applied. Quoted unit rates are only
for earth materials sampled in the United States.

There may be additional cost for handling imported
samples.

Con truction aterial Sample : After all
designated 28-day breaks for a given sample
set meet specified compressive or other clientdesignated strength, all hold .. cylinders or specimens will be automatically disposed of,
unless specified in writing prior to the 28-day break.

All other construction materials will be disposed of
after completion of testing and reporting.

F /2022- X Pg 4 of

EXHIBIT C
B0785-0001\2646056v1.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION


It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: B369822B-0FC4-4C8A-B21D-2C9C9B977659 Certificate Of Completion
Envelope Id: B369822B0FC44C8AB21D2C9C9B977659 Status: Sent Subject: Please DocuSign: Leighton & Associates, Inc. - As-Needed Geotechnical Engineering Services Source Envelope:

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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
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Sharon Dressel
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Daren Grilley
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Shana E. Epstein
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Director of Public Works
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Logan Phillippo
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Senior Management Analyst
City of Beverly Hills
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