(rfsq) for a master agreement for construction management services

• Bachelor Degree or higher AND 3-5 years of progressively greaterresponsibilities and experience as Construction Manager and/or similarConstruction related position/field.oMay consider 7+ years of extensive CM experience in lieu ofeducation requirementand• involved in at least (1) one significant area development project; preferablywithin Los Angeles County.1.3. All Proposers must provide a detailed description of the firm’s/independent contractor’sformal Construction Management process or approach to implementing projects.(Appendix A, Exhibit 4)2. Overall Qualifications2.1. Proposers must provide at least five (5) project references (Appendix A- Exhibit 5)relating to the same or similar scope of services provided within the last seven (7)years. It is desirable, at a minimum, that one project was for a public entity and oneinvolved the development or improvement of a large scale area and/or park project.2.2. Proposers must include examples of construction management work by categories ofservices, as detailed in Scope of Work (see below), that were utilized to assist in thedevelopment of properties.2.3. Proposers must comply with the SOQ format and requirements, be properly organizedregarding content and sequence, and contain all forms contained in Appendix A.2.4. Proposers must have the ability to comply with all insurance provisions of the MasterAgreement.3. Scope of WorkThe Watershed Conservation Authority (WCA) hereby issues to Proposers this Request forStatement of Qualifications (RFSQ) to solicit Statement of Qualifications (SOQ) responses thatwill be used to qualify multiple firms/contractors to enter into a Master Agreement forConstruction Management Services with the WCA. Firms/Contractors who qualify to be on theMaster Agreement list will be available to provide Construction Management services to theWCA in a manner that meets its goals and objectives.Proposers shall provide Construction Management services as the owner’s field representativeand act on behalf of the WCA only to the extent provided in this scope of work and per theMaster Agreement in the implementation of WCA project(s).Categories of construction management services include but are not limited to:A. Overall1. Assist with the planning, development, and implementation of WCA parks, openspace and trail development programs and initiatives through the identification oftasks, milestones, time/budget resources necessary to meet expectations. Thisincludes but is not limited to: 1) support, 2) consultation, 3) facilitation ofmeetings for contractors and consultants, and 4) permitting.2. Review all drawings and provide input and advice on construction feasibility,alternative methods and materials. Advise, assist and provide recommendationsREQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 4

to the WCA and project team on all aspects of planning and projectimplementation.3. Provide ongoing consultation and training as necessary to enhance the skills ofthe WCA staff associated with implementation of construction management andproject implementation means and methods.B. Contract Administration1. Ensure contractor conformance to contract requirements, submittals, scheduleand other supporting documents and advise WCA of any deficiencies, areas forimprovement and provide direction to contractor for revisions or actions requiredto be in compliance.2. Administer the construction contract and implement monitoring, reporting andrecording procedures for change orders, payment requests, and other asnecessary. Task may include, but are not limited, to the following:i. Review and validate or return change requests based upon thecontractual terms.ii. Review change cost submittals and provide independent cost comparisonand review, to validate contractor’s proposed cost proposals.iii. Prepare change order request only where appropriate.iv. Provide WCA advice and consultation in the processing of change orderrequests as appropriate.v. Assist the WCA with negotiating change order costs, time extensions, andclaims negotiations. Obtain evidence of certification of all lien releasesand other associated document requirements as needed.vi. Manage and verify the contractor’s progress estimates.vii. Resolve payment request issues.viii. Obtain Landscape Architect’s approval of the contractor’s monthlypayment request, as required.ix. Provide the approved monthly pay request(s) to the WCA projectmanager for processing.C. Project Communication and Record Keeping1. Schedule and chair a kick-off meeting with all parties involved and set upreporting procedures, site rules, and work plan prior to start of construction.2. Conduct weekly construction progress meetings with the project team to discussupdates, procedures, progress, problems, scheduling, and financial status.i. Work with Contractor to prepare and distribute meeting agenda andminutes.3. Maintain field diaries and digital photographic history of project.4. Maintain file of all project documents, submittals, as-built etc. and turnover allproject files to WCA.5. Provide and record contractor and owner generated daily reports and createmonthly status progress reports.6. Maintain contact with the contractor’s Superintendent on a daily basis to aminimum of once a week as required by the work being accomplished, new workstarting, inspections and other work as scheduled that requires daily monitoring.CM shall alert the WCA to any issues at the construction site that warrantnotification.7. Establish a project file system and communication hierarchy with the WCA andinvolved parties.REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 5

8. Facilitate communication between parties and document decisions made,inspection and site observation results, and the progress of the project.D. Compliance Monitoring and Assurance1. Ensure compliance with the Mitigation, Monitoring and Reporting Program of theEnvironmental Impact Report (State of California) and with LA River and SanGabriel River Master Plan Landscape Guidelines.2. Ensure compliance with Storm Water Protection Plan and Erosion controls asrequired.3. Ensure compliance with all permitting requirements and inspections. These mayinclude County Departments such as:i. LA County Department of Public Works, LA County Fire Department,, LACounty Flood Control District, Army Corps of Engineers, LA CountyRegional Planning, Utilities etc. as required by the project site(s).E. Quality Control, Contract and Permit Compliance1. Ensure compliance with contract documents including, but not limited to, CD plandrawings, specifications and general conditions. This includes monitoringconstruction techniques and material procurement and overall quality ofworkmanship and materials to meet WCA and contract document standards.2. Manage contractor submittal and approval process, including but not limited to:i. Schedule of valuesii. Project schedule and updatesiii. Trade, materials, and equipment submittalsiv. Equipment schedules and listsv. Subcontractorsvi. Request for information and bid materials3. Manage Request for Information (RFI) and Change Order (CO) process.4. Ensure contractor is maintaining safe site and working conditions for workers,subcontractors, WCA staff, Inspectors and public.5. Facilitate and/or support contractor, as necessary, to arrange all requiredinspections for permitting. Arrange inspections for work that is not part of thecontractor’s scope of work. Ensure inspection and permit compliance.6. Assist the WCA with coordination of work and/or inspections as required withoutside agencies and entities that have interests in the property (i.e. LA CountyFlood Control District, Southern California Edison, etc).7. Coordinate and verify final testing of the contractor installed systems inaccordance with contract documents. Receive and file final test reports.8. Assist the WCA in obtaining as-built documentation from the contractor.i. Review and verify “as-built’ drawings are being kept up to date.F. Design Review and Bidding Support1. Assist the WCA in the review and comment on design packages fromdevelopment through construction documents. Provide constructability andprofessional experience point of view.2. Assist the WCA with the bid and award process for new and/or additional work, inobtaining the as-built documents from the contractor and manage all paymentrequests from contractor.G. Construction Contract Close-out1. Substantiate contractor’s preparation of a completion list and later punch-list andcoordinate, respectively, with WCA and consultants to review and verify. Conductreviews and track and report on completion through final acceptance.i. Ensure buy-offs by all pertinent parties.REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 6

2. CM shall be available one year after construction to assist through establishmentand maintenance periods and/or warranty issues.3. Provide a final project report at the conclusion of the project summarizing thehistory of the project, cost, schedule, warranty activities, sustainability andlessons learned outputs and outcomes of the project.H. CM may be on call 24 hours a day under some conditions4. Master Agreement ProcessThe objective of this RFSQ process is to secure one or more qualified Proposers to provideconsultation services as detailed in General Information Minimum qualifications and Scopeof Work. Specific tasks, deliverables, etc. will be determined at the time WCA requestsStatement of Work (SOW) bids through a Request for Services (RFS) process.4.1. Master Agreements will be executed with all Proposers determined to be qualified forand meet WCA’s specialty needs for Construction Management and specialty siteobservation consultation services.4.2. Upon WCA’s execution of the Master Agreement, qualified Proposers will become WCAContractors. Thereafter Contractors, depending on qualifications, in one or morecategories of Construction Management as detailed in General Information and Scopeof Work, will from time to time be solicited under competitive conditions of a Request forServices (RFS) to provide as needed services in accordance specific SOW underMaster Agreement amendments to be issued by WCA.4.2.1. The only compensation made to eligible Contractors under the MasterAgreement will be through satisfactory work performed as defined in the SOWs ofan RFS generated Amendment to the Master Agreement.• Master Agreement Amendments shall include an SOW Exhibit which shalldescribe in detail the particular project and the work required for theperformance thereof. Payment for all work shall be described in the SOWand be based on an actual cost, unit of service, or fixed price perdeliverable, and subject to the Total Maximum Amount specified on eachindividual SOW Exhibit. The execution of a Master Agreement doesnot guarantee a Contractor any minimum amount of business.• RFS solicitations for work defined in SOWs may be available through avariety of sources including, but not limited to, mail, internet or telephone.Access will be conditioned on the categories of ConstructionManagement services for which each eligible Contractor has satisfactorilydemonstrated its qualifications, pursuant to the rules of this RFSQ. Therelease of RFS solicitations will be at WCA’s sole discretion.5. Master Agreement TermThe term of Master Agreements awarded under this RFSQ shall be as described in theMaster Agreement term section. The original Agreement will be effective upon WCA Boardapproval with two (2) – one (1) year renewal option(s). Additional renewal options will be atWCA Board discretion upon annual renewal of the agreement. Contractors added to thisMaster Agreement will have the same contract term.6. WCA Rights & Responsibilities6.1. The WCA has the right to amend the RFSQ by written addendum. The WCA isresponsible only for that which is expressly stated in the RFSQ document and anyauthorized written addenda thereto. Such addendum shall be made available to eachREQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 7

person or organization which WCA records indicate has received this RFSQ. Shouldsuch addendum require additional information not previously requested, failure toaddress the requirements of such addendum may result in the SOQ not beingconsidered, as determined in the sole discretion of the WCA. The WCA is notresponsible for and shall not be bound by any representations otherwise made by anyindividual acting or purporting to act on its behalf.6.2. Contact with WCA Personnel6.2.1. Any contact regarding this RFSQ or any matter relating thereto must be in writingand may be mailed or e-mailed as follows:Debbie Enos, Project ManagerWatershed Conservation Authority100 N. Old San Gabriel Canyon RoadAzusa, CA 91702or via email at denos@wca.ca.gov6.3. Agency Option To Reject SOQs6.3.1. The Director of WCA, at his/her sole discretion, may reject any or all SOQssubmitted in response to this solicitation. WCA shall not be liable for any costincurred by a Proposer in connection with preparation and submittal of any SOQ.6.3.2. Protest Process6.3.2.1. Any actual or prospective Proposer may file a protest in connection withthe solicitation or award of a Board-approved service contract. It is generallyaccepted that the Proposer challenging the decision of the WCA bears theburden of proof in its claim that the Agency committed a sufficiently materialerror in the solicitation process to justify invalidation of a proposed award.Throughout the review process, the WCA has no obligation to delay orotherwise postpone an award of contract based on a Proposer protest. In allcases, the WCA reserves the right to make an award when it is determined tobe in the best interest of the Agency to do so.6.3.3. Grounds for Review6.3.3.1. Unless state or federal statutes or regulations otherwise provide, thegrounds for review of any Agency determination or action should be limited toa Solicitation Requirements Review.6.4. Notice to Proposer’s Regarding Public Records Act6.4.1. SOQ responses to this RFSQ shall become the exclusive property of the WCA.At such time as when the WCA executes a Master Agreement with qualifiedProposer(s), all such SOQs submitted in response to this RFSQ, become a matterof public record, with the exception of those parts of each SOQ which are definedand identified by the Contractor as business or trade secrets, and plainly marked as“Trade Secret,” “Confidential,” or “Proprietary.”6.4.2. WCA shall not, in any way, be liable or responsible for the disclosure of any suchrecord or any parts thereof, if disclosure is required or permitted under theCalifornia Public Records Act or otherwise by law. A blanket statement ofconfidentiality or the marking of each page of the SOQ as confidential shall not bedeemed sufficient notice of exception and may subject the entire SOQ todisclosure. The Proposer must specifically label only those provisions of the SOQwhich are “Trade Secrets,” “Confidential,” or “Proprietary” in nature.6.5. Indemnification and Insurance6.5.1. Proposer shall be required to comply with the Indemnification provisionscontained in Master Agreement. Proposer shall procure, maintain, and provide tothe WCA proof of insurance coverage for all the programs of insurance along withassociated amounts specified in Master Agreement.REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 8

6.6. Determination of Proposer Responsibility6.6.1. A responsible Proposer is a Proposer who has demonstrated the attribute oftrustworthiness, as well as quality, fitness, capacity and experience to satisfactorilyperform the contract. It is the WCA’s policy to conduct business only withresponsible contractors.6.6.2. Proposers are hereby notified that the WCA may determine whether theProposer is responsible based on a review of the Proposer’s performance on anycontracts, including but not limited to WCA contracts. The WCA may declare aProposer to be non-responsible for purposes of this contract if the WCA Board, inits discretion, finds that the Proposer had done any of the following: (1) violated aterm of a contract with the WCA; (2) committed an act or omission which negativelyreflects on the Proposer’s quality, fitness or capacity to perform this contract withthe WCA, or engaged in a pattern or practice which negatively reflects on same;(3) committed an act or omission, which indicates a lack of business integrity orbusiness honesty; or (4) made or submitted a false claim against the WCA or anyother public entity.6.6.2.1. If there is evidence that the highest ranked Proposer may not beresponsible, the WCA shall notify the Proposer in writing of the evidencerelating to the Proposer’s responsibility, and its intention to recommend to theWCA Board that the Proposer be found not responsible. The WCA shallprovide the Proposer and/or the Proposer’s representative with an opportunityto present evidence as to why the Proposer should be found to be responsibleand to rebut evidence, which is the basis for the WCA’S recommendation.6.6.2.2. If the Proposer presents evidence in rebuttal to the WCA, the WCA shallevaluate the merits of such evidence, and based on that evaluation, make arecommendation to the WCA BOARD. The final decision concerning theresponsibility of the Proposer shall reside with the WCA Board.6.6.2.3. These terms shall also apply to proposed subcontractors of Proposers onWCA contracts.6.7. WCA’s Performance Standards and Outcome Measures6.7.1. After award of a Master Agreement and subsequent amendments based onRFS-issued SOWs, the WCA or its agent will evaluate the Contractor’sperformance under the Master Agreement and amendments after six months thefirst year and annually thereafter. Such evaluation will include assessingContractor’s compliance with all terms in the Master Agreement and performancestandards identified in the amendments.6.7.2. Contractor’s deficiencies which the WCA determines are severe or continuingand that may place the performance of this Master Agreement and subsequentamendments in jeopardy if not corrected, may be reported to the WCA’s Board.The report will include improvement/corrective action measures taken by the WCAand Contractor. If improvement does not occur consistent with the corrective actionmeasures, the WCA may terminate the Master Agreement and/or any amendmentsin whole or in part, or impose other penalties as specified in the Master Agreement.6.7.3. The Contractor shall comply with all applicable Federal, State, County and WCApolicies and procedures relating to performance standards and outcome measures.This is applicable whenever specific Federal or State or other funding, which haspolicies or procedures for performance standards and/or outcome measures hasbeen included as part of the Contractor’s contract and shall apply for all WCApolicies, procedures, or bulletins approved by the Executive Officer or his designeefor performance standards and/or outcome measures. WCA will notify Contractorwhenever WCA policies or procedures are to apply to this Master Agreement atREQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 9

least, where feasible, 30 calendar days prior to implementation. These Federal,State or County performance standards and/or outcome measures will be used aspart of the determination of the effectiveness of the services delivered by theContractor.6.8. WCA Board can at any time change the amount of fiscal budget available as noted inthe Master Agreement. Changes to overall budget and funding may result in changesto individual Amendments for specific scoped add a statement about the change inbudget may constitute a change in the scope and level of effort under the agreement.SECTION 2: INSTRUCTIONS TO PROPOSERSThis Section contains instructions to Proposers on how to prepare and submit their Statement ofQualifications (SOQ).1.1. WCA Responsibility1.1.1. The WCA is not responsible for representations made by any of its officers oremployees prior to the execution of the Master Agreement unless suchunderstanding or representation is included in the Master Agreement.1.2. Truth and Accuracy of Representations1.2.1. False, misleading, incomplete, or deceptively unresponsive statements inconnection with an SOQ shall be sufficient cause for rejection of the SOQ. Theevaluation and determination in this area shall be at the Officers sole judgment andhis/her judgment shall be final.1.3. RFSQ Timetable1.3.1. The following timetable for this RFSQ is based on WCA Board approval at theMarch 22, 2012 board meeting and an anticipated Master Agreement Termeffective date within 120 days thereafter.1.3.2. WCA will begin accepting SOQs as of the date of posting and on a continuousbasis up through the submittal deadline of April 30, 2012 at 5:00 p.m.. The MasterAgreement will become effective upon the date of its execution by WCA’sExecutive Officer after board approval of qualified contractor list. SOQs can bemodified, resubmitted or withdrawn prior to submittal deadline on April 30, 2012 at5:00 p.m.1.3.3. The WCA will accept electronic submittals that area properly formatted andexecuted with all required attachments with a date/time stamp meeting thesubmittal deadline of April 30, 2012 at 5:00 p.m.1.4. Proposers’ Questions:1.4.1. Proposers may submit written questions regarding this RFSQ by mail, fax or e-mail to the Deputy Executive Officer. All questions, without identifying thesubmitting firm, will be compiled with the appropriate answers and issued as anaddendum to the RFSQ.• The addendum will be mailed to all Proposers that received theRFSQ, in addition to being posted on the WCA’s web site.• To ensure receipt of any addenda, Proposers should include correctmailing address, fax number or e-mail address, whichever isappropriate.Questions should be addressed to:Debbie Enos, Project Manager100 N. Old San Gabriel Canyon RoadREQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 10

Azusa, CA 91702Phone: (626) 815-1019 ext 112 Fax #: (626) 815-1269denos@wca.ca.gov1.5. Preparation and Format of the SOQProposers must submit a SOQ that is either 1. Properly bound and legibly written(preferably typed and double spaced) package identified by the RFSQ title and includesan electronic PDF version on a suitable storage media (flash drive, CD, DVD, other) OR2. electronically submit, via email, a properly compiled package identified by the RFSQtitle. Any SOQ that deviates from these formats may be rejected without review at theWCA’s sole discretion. The content and sequence of the SOQ (bound or electronicpackage) must be as follows:• Transmittal Letter• Table of Contents• SOQ submittal form (Exhibit 1)• Proposer’s written narrative of Qualifications• Required Forms (Appendix A Exhibit 2 -6)• Proof of Insurability1.5.1. Transmittal Letter should be a maximum of two (2) pages and must include:• Proposer’s legal business name and legal business status (i.e., partnershipcorporation, etc) if applicable;• address, telephone and email of the person or persons to be used forcontact; and• the names and original signatures of the person(s) authorized to representthe Proposer.• the transmittal letter must bear the signature of the person authorized to signon behalf of the Proposer and to bind the applicant in a Master Agreement.1.5.2. Table of Contents must be a comprehensive listing of material included in theSOQ. This section must include a clear definition of the material, identified bysequential page numbers and by section reference numbers.1.5.3. SOQ Submittal form must be completed and included.1.5.4. Proposer’s must provide a summary of relevant background information todemonstrate that they meet the minimum qualifications stated in Section 1 GeneralInformation and Minimum Requirements, and have the capability to perform therequired services as a corporation or other entity. Proposer must provide a detaileddescription of their Construction Management consultation services approachutilized in a previous engagement with the WCA or other public entity. Proposersshould clearly identify which service(s) they have recent experience providing andtypes of projects1.5.5. Proposer must complete and include all Appendix A - Required Forms, Exhibits 1through 6. It is the Proposer’s sole responsibility to ensure that the firm’s name,and point of contact’s name, title and phone number for each reference is accurate.1.5.6. WCA may disqualify a Proposer if: References fail to substantiate Proposer’sdescription of the services provided; or References fail to support that Proposer hasa continuing pattern of providing capable, productive and skilled personnel, or WCAis unable to reach the point of contact with reasonable effort. The listing mustinclude all contracts with public entities for the last three (3) years.REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 11

1.6. Required Forms (Appendix A)Proposers must complete and submit the following Required Forms. All forms areprovided in Appendix A.Exhibit 1: Statement of Qualification Submittal FormExhibit 2: Proposer’s Organization Questionnaire/AffidavitExhibit 3: Certification of No Conflict of InterestExhibit 4: Prospective Contractor ReferencesExhibit 5: Prospective Contractor List of ContractsExhibit 6: Proposer’s Fee Schedule1.7. Proof of Insurability1.7.1. Proposers must provide proof of insurability that meets all insurancerequirements set forth in the Master Agreement. If a Proposer does not currentlyhave the required coverage, a letter from a qualified insurance carrier indicating awillingness to provide the required coverage should the Proposer be selected toreceive a Master Agreement award may be submitted with the SOQ.1.8. SOQ Submission Package Requirements1.8.1. The original SOQ and three (3) copies shall be enclosed in a sealed envelope,plainly marked in the upper left-hand corner with the name and address of theProposer and bear the words: “SOQ FOR CONSTRUCTION MANAGEMENTSERVICES”1.8.2. The SOQ and any related information shall be delivered or mailed to the addressshown in Section 2 (Instructions to Proposers).1.8.3. The submittal of SOQs will be on a continuous basis through April 30, 2012, at5:00 p.m. and will be reviewed between April 5, 2012 and May 7, 2012, unlessotherwise notified, to determine if they meet the qualifications listed in the RFSQ.To ensure a qualified and available pool of contractors the WCA may on occasionsolicit for additional RFSQ to be considered for Services. If the WCA determinesthat it becomes necessary to issue a future RFSQ contractors that already have aMaster Agreement for same services will be notified of the details of the process.1.8.4. It is the sole responsibility of the submitting Proposer to ensure that its SOQ isreceived by WCA. Submitting Proposers shall bear all risks associated with delaysin delivery by any person or entity, including the U.S. Mail and email servers. Nofacsimile (fax) copies will be accepted. All SOQs will be thoroughly reviewed forcompliance with the content and format rules provided in this Section 2.0(Instructions to Proposers). SOQs determined to be substantially nonconformingwith Section 2.0 (Instructions to Proposers) are subject to disqualification. Minordiscrepancies and/or omission in supplying required information will, in the firstinstance, not be cause for disqualification; but, when any discrepancies/omissionsare brought to the Proposer’s attention, the Proposer may be disqualified if thediscrepancies are not promptly rectified. Since SOQs may be submitted at anytime up until April 30, 2012 at 5:00 p.m., it is acceptable for Proposers to resubmitor submit revised/amended SOQs at any time up until the submittal deadline.2. Acceptance of Terms and Conditions of Master Agreement2.1. Proposers understand and agree that submission of the SOQ and the signed signaturepage of the Master Agreement constitutes acknowledgement and acceptance of, and awillingness to comply with, all terms and conditions of the Appendix B MasterAgreement. Signature by the authorized agent of the Proposer on the signature pageof the Master Agreement constitutes acceptance by the Proposer of all the terms andconditions of the Master Agreement.REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 12

2.2. SOQ Withdrawals- The Proposer may withdraw its SOQ at any time prior to the dateand time which is set forth herein as the deadline for acceptance of SOQs, upon writtenrequest to WCA contact as listed in Section 1 (General Information).SECTION 3: REVIEW/SELECTION/QUALIFICATION PROCESS1. Review ProcessAn Evaluation Committee that will be assembled that will include representatives from WCA andmay also include representatives from LA County Departments such as LACFCD, WatershedDivision, Parks and Recreation. The Evaluation Committee will evaluate SOQs. The WCA mayutilize the services of appropriate experts to assist in the evaluation process. The EvaluationCommittee, in its sole discretion, may delegate certain functions to one or more subcommitteesof the Evaluation Committee.1.1. The review process will include the following steps:• Adherence to Minimum QualificationsAn SOQ must adhere to the minimum qualifications outlined in Section 1 GeneralInformation: Proposer’s Minimum Qualifications. There will be a thorough reviewof Proposer’s qualifications as provided in Section A of the SOQ to determine ifthe Proposer meets the Minimum Qualifications. The review will includeverification of references submitted, and a review of the WCA’s and potentially LosAngeles County’s Contract Database reflecting past performance history onAgency contracts.• Required FormsAll forms listed in Section 2 (Instructions to Proposers), Paragraph 2.6(Preparation and Format of the SOQ), Sub-paragraph 2.6.5 must be included inSection B of the SOQ. 3.1.4 Proof of Insurability As stated in Section 2(Instructions to Proposers), Paragraph 2.6.5 (Proof of Insurability) provide proof ofinsurability as part of Section C of the SOQ. 3.1.5 Proposer Changes A SOQ,which contains conditions or limitations established by the Proposer, may bedeemed irregular and be rejected by the WCA, in its sole discretion.• Disqualification ReviewAn SOQ may be disqualified from consideration because the WCA determined itwas a non-responsive SOQ at any time during the review process. If the WCAdetermines that an SOQ is disqualified due to non-responsiveness, the WCA shallnotify the Proposer in writing. Upon receipt of the written determination of nonresponsiveness,the Proposer may submit a written request for a DisqualificationReview by the date specified. Requests for a Disqualification Review not timelysubmitted will be denied. A Disqualification Review shall only be granted underthe following circumstances: 1. The firm/person requesting a DisqualificationReview is a Proposer; 2. The request for a Disqualification Review is submittedtimely; and, 3. The request for a Disqualification Review asserts that the WCA'sdetermination of disqualification due to SOQ non-responsiveness was erroneous(e.g. factual errors, etc.) and provides factual support on each ground asserted aswell as copies of all documents and other material that support the assertions.The Disqualification Review shall be completed and WCA staff determination shallREQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 13

e provided to the Proposer, in writing, prior to the conclusion of the reviewprocess.• Selection/Qualification ProcessDue to the specialized needs of WCA’s development projects the WCA willgenerally seek to select a pool of between 5 to 7 qualified Contractors to provideConstruction Management Services. The pool will be generated by selecting thetop 5 to 7 Proposers that have experience in providing a broad range ofConstruction Management services. Special consideration may be given toProposers with demonstrated area development, park and open spacedevelopment experience within Los Angeles County, those with specialized skillsets, experience or qualifications that are deemed beneficial to the WCA andcompetitiveness and suitability of fee schedule and structure with project needs.However, in order to insure WCA has at its disposal a varied pool of qualifiedContractors, WCA may offer Master Agreements to Proposers that offer a narrowscope of services as defined by its categories of services.2. WCA Master Agreement AwardProposers who are notified by WCA that they appear to have the necessary qualificationsand experience (i.e., they are qualified) may still not be recommended for a MasterAgreement if other requirements necessary for award have not been met. Otherrequirements may include items such as complete agreement with the terms and conditionsof the Master Agreement, and/or satisfactory documentation that required insurance will bein force. Only when all such matters have been demonstrated to the WCA’s satisfaction cana Proposer, which is otherwise deemed qualified, be regarded as “selected” forrecommendation of a Master Agreement. WCA will execute Board authorized MasterAgreements with each selected Proposer. All Proposers will be informed of the finalselections by July 13, 2012 unless otherwise notified.Publish: April 5, 2012REQUEST FOR STATEMENT OF QUALIFICATIONSCONSTRUCTION MANAGEMENT SERVICESApril 2012 14

APPENDIX ASTATEMENT OF QUALIFICATIONSSUBMITTAL REQUIRED FORMS1

REQUIRED FORMSTABLE OF CONTENTSEXHIBITSPAGE1. STATEMENT OF QUALIFICATION SUBMITTAL FORM………………………………….………………………..32. PROPOSER’S ORGANIZATION QUESTIONNAIRE/AFFIDAVIT………………………………………………..53. CERTIFICATION OF NO CONFLICT OF INTEREST…………………………………………………………………….74. PROSPECTIVE CONTRACTOR REFERENCES…………………………………………………………………………….85. PROSPECTIVE CONTRACTOR LIST OF CONTRACTS………………………………………………………………..96. PROPOSER’S FEE SCHEDULE………………………………………………………………………………………………….102

CONSTRUCTION MANAGEMENT SERVICES MASTER AGREEMENTSTATEMENT OF QUALIFICATION SUBMITTAL FORMThis serves as an application for the Construction Management Services Master Agreement.To Complete the Statement of Qualification:1. Check off/fill out all the requirements met and sign form2. Attach copies of the licenses/certificates/proof registrations checked off in specific categories3. Proposer acknowledges and certifies that it meets the Minimum Qualifications listed in Section 1: MinimumQualifications and Proposer’s Qualifications of this Request for Statement of Qualifications (RFSQ).WCA Use OnlyPROPOSER’S NAME AGREEMENT #DATE RECEIVEDANALYST1.4 MINIMUM QUALIFICATIONS1.4.1 Proposer’s firm must have been in business for at least 3 years and demonstrate a minimum of three years’ expperiencewithin the last seven years, providing consultant services in the area of Construction Management topublic and/or private sector agencies.1.4.2 Proposer’s construction manager(s) must have three years’ experience, within the last five years, leadingConstruction Management projects or providing similar services to public/private sector entities/organizations.1.4.3 Proposer must provide a detailed description of the firm’s formal Construction Management consultationservices methodology, or lacking a firm’s formal methodology, a process or approach utilized in a previousengagement with other public entities. A link to the Proposer’s or another entity’s website will not be acceptedas a substitute.1.4.4 Proposer must provide at least five references relating to the same or similar scope of work provided within thelast three years in the area of Construction Management. In Exhibit A one such reference must be from a publicentity other than this agency.1.4.5 Proposer must provide examples of Construction Management work (or a program narrative) by categories ofConstruction Management services utilized by the Proposer firm to assist other public entities in performancebefore and after the Proposer’s engagement with that agency – implementation of construction contracts withparticular emphasis on area development, open space and park/trail development projects.INSURANCE REQUIREMENTS(for all proposers)GENERAL LIABILITYGeneral Aggregate: $1 millionEach Occurrence: $1 MillionAUTO LIABILITYAuto Liability: $1 MillionWORKERS’ COMPENSATIONEach Accident: $1 MillionPROFESSIONAL LIABILITYAggregate: $2 Million – each occurrence: $1 Million3

APPENDIX ASOQ SUBMITTAL FORM & REQUIRED FORMSExhibit 1: Statement of Qualification Submittal FormExhibit 2: Proposer’s Organization Questionnaire/AffidavitExhibit 3: Certification of No Conflict of InterestExhibit 4: Prospective Contractor ReferencesExhibit 5: Prospective Contractor List of ContractsExhibit 6: Proposer’s Fee SchedulePROPOSER SUPPLIEDCertified of Good Standing (if Corporation or LLC)Statement of Information (if Corporation of LLC)Certificate of Limited Partnership or Application for Registration of Foreign Limited Partnership (if LimitedPartnership)Statement of Pending LitigationACORD Certificate of InsuranceWatershed Conservation Authority named additional insuredAll applicable licenses, certificates & proof of registration attachedAPPLICANT ACKNOWLEDGES THAT IF ANY FALSE, MISLEADING, INCOMPLETE, OR DECEPTIVELY UNRESPONSIVE STATEMENTS INCONNECTION WITH THIS SOQ ARE MADE, THE SOQ MAY BE REJECTED. THE EVALUATION AND DETERMINATION IN THIS AREASHALL BE AT THE SOLE JUDGEMENT OF THE WATERSHED CONSERVATION AUTHORITY UNDER THE DIRECTION OF THEEXECUTIVE OFFICER. ALL DECISIONS SHALL BE FINAL.I DECLARE UNDER PENALTY OF PERJURY THAT ALL OF THE ABOVE INFORMATION IS TRUE AND CORRECT.PREPARER’S SIGNATUREDATEPRINT PREPARER’S NAMEADDRESSTITLECITY, STATE4

EXHIBIT 2 1 OF 2PROPOSER’S ORGANIZATION QUESTIONNAIRE/AFFIDAVITPlease complete, date and sign this form and include it in Section A.1 of the SOQ. The person signingthe form must be authorized to sign on behalf of the Proposer and to bind the applicant in a MasterAgreement.1. If your firm is a corporation of limited liability company (LLC), state its legal name (as found inyour Articles of Incorporation) and State of incorporation:________________________________________ ________ __________Name State Year Inc.2. If your firm is a limited partnership or a sole proprietorship, state the name of the proprietor ormanaging partner:_____________________________________________________________________________3. If your firm is doing business under one or more DBA’s, please list all DBA’s and the County(s) ofregistration:Name County of Registration Year became DBA____________________________ ____________________ __________________________________________ ____________________ ______________4. Is your firm wholly or majority owned by, or a subsidiary of, another firm? _____ If yes,Name of parent firm: __________________________________________________________State of incorporation or registration of parent firm: _________________________________5. Please list any other names your firm has done business as within the last five (5) years.Name__________________________________________________________________________________________________________Year of Name Change__________________________________6. Indicate if your firm is involved in any pending acquisition/merger, including the associatedcompany name. If not applicable, so indicate below.________________________________________________________________________________________________________________________________________________________5

EXHIBIT 2 2 OF 2Proposer acknowledges and certifies that it meets and will comply with all of the MinimumQualifications listed in Section 1 – Minimum Qualifications, of this Request for Statement ofQualifications (RFSQ), as listed below.Check the appropriate line(s):___Yes___Yes___Yes___Yes___Yes___YesFirm has been in business for at least 3 years and has 3 yearsConstruction Management experience, within the last 7 years for firm.Construction Manager(s) has 3 years Construction Managementexperience, within the last 5 years for firm.Independent Contractor experience: Bachelor Degree or higher ANDminimum 3 years of progressively greater responsibilities andexperience as Construction Manager and/or similar Construction relatedposition/fieldOR7+ years of extensive CM experience in lieu of education requirementConstruction Managed at least (1) one project where the majority ofwork was landscape/area development related on a site greater than 1acre; preferably within Los Angeles CountyDetailed construction management methodologies included3 Construction Management references, within the last 3 years,(Exhibit 4)Applicant further acknowledges that if any false, misleading, incomplete, or deceptively unresponsivestatements in connection with this SOQ are made, the SOQ may be rejected. The evaluation anddetermination in this area shall be at the WCA’s sole judgment and his/her judgment shall be final.Firm’s/Contractors Name:Address:Telephone Number: ______________________Fax Number: ______________________E-mail Address: ___________________________________________On behalf of ___________________________(Proposer’s name), I _____________________(Name ofProposer’s authorized representative), certify that the information contained in this Proposer’sOrganization Questionnaire/Affidavit is true and correct to the best of my information and belief._________________________________________Signature______________________________________Title________________________________________Date6

EXHIBIT 3 1 OF 1CERTIFICATION OF NO CONFLICT OF INTERESTCONTRACTS PROHIBITEDNotwithstanding any other section of this Code, the Watershed Conservation Authority shall notcontract with, and shall reject any proposals submitted by, the persons or entities specified below,unless the WCA Board finds that special circumstances exist which justify the approval of such contract:1. Employees of the WCA or of public agencies for which the WCA Board is the governing body;2. Profit-making firms or businesses in which employees described in number 1 serve as officers,principals, partners, or major shareholders;3. Persons who, within the immediately preceding 12 months, came within the provisions ofnumber 1 or 2, and who:a. Were employed (with full benefits) in positions of substantial responsibility in thearea of service to be performed by the contract; orb. Participated in any way in developing the contact or its service specifications; and4. Profit-making firms or businesses in which the former employees, described in number 3, serveas officers, principals, partners, or major shareholders.Contracts submitted to the Watershed Conservation Authority for approval or ratification shall beaccompanied by an assurance by the submitting staff/director/officer that the provisions of this sectionhave not been violated.______________________________________________________Proposer Name______________________________________________________Proposer Official Title______________________________________________________Official’s Signature7

EXHIBIT 4PROSPECTIVE CONTRACTOR REFERENCES(Duplicate this form and submit at least 3 references)Submit reference forms identifying at least 3 clients for which services were performed within the last 3years, one preferably being a public entity and involving large scale area development, for which yourfirm provided service(s) to those set forth in this RFSQ. References may be verified at the sole discretionof the WCA.PROPOSER FIRMNAME AND ADDRESS OF COMPANY TO PROVIDE REFERENCECONTACT PERSON/TITLEPHONE/EMAIL ADDRESSTypes of Services Provided: (Please list the Construction Management services provided to the abovereference. Also, indicate the scope of the project, the outcomes including quantifiable cost reductions,schedule savings and/or construction quality improvements in which work was completed. Useadditional sheets if necessary. References should clearly relate to the services Proposer would providein response to this RFSQ.)Description of Services and Outcomes:Project dates:Quantify results to include cost reductions/savings, schedule savings and/or quality enhancements:8

EXHIBIT 5PROSPECTIVE CONTRACTOR LIST OF CONTRACTSContractor’s Name: ______________________List of all entities for which the prospective Contractor has provided Construction Management consultation services of which one or more involvedsubstantial landscape/area development components (i.e. representing the majority of work on a 1 acre or greater site) within the last five (5) years, notto exceed ten (10) engagements. Use additional sheets if necessary.1. Name of Firm Address of Firm Contact Person Telephone # Fax #( ) ( )Name or Contract No. # of Years/Term of Contract Type of Service Dollar Amt.2. Name of Firm Address of Firm Contact Person Telephone # Fax #( ) ( )Name or Contract No. # of Years/Term of Contract Type of Service Dollar Amt.3. Name of Firm Address of Firm Contact Person Telephone # Fax #( ) ( )Name or Contract No. # of Years/Term of Contract Type of Service Dollar Amt.4. Name of Firm Address of Firm Contact Person Telephone # Fax #( ) ( )Name or Contract No. # of Years/Term of Contract Type of Service Dollar Amt.5. Name of Firm Address of Firm Contact Person Telephone # Fax #( ) ( )Name or Contract No. # of Years/Term of Contract Type of Service Dollar Amt.9

EXHIBIT 6 1 OF 1PROPOSER’S FEE SCHEDULEContractor’s Name: ______________________(Attach additional sheets if necessary)Proposer shall provide its current hourly and/or fixed rate fee schedule for all proposedConstruction Management services your firm provides.10

WCAXXXX Exhibit C FY XX/XXMASTER AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICESTHIS MASTER AGREEMENT for Construction Management Services(hereafter "Agreement") is made and entered into this xxth day of Month 20YY,BY AND BETWEENANDWatershed ConservationAuthority (WCA), a joint powersauthority between the Rivers andMountains Conservancy (RMC)and the Los Angeles CountyFlood Control District (hereinafterreferred to as “WCA”CompanyAddress 1Address 2City, ST ZipEmail: xxxxPhone: (xxx) xxx-xxxxhereinafter referred to as"Contractor,"RECITALSWHEREAS, the WCA has determined that it is a matter of public convenienceand necessity to engage the specialized services of an individual or firm withspecial expertise and experience to act as a Contractor to the WCA for theprovision of Construction Management services based on Contractor’s Statementof Qualification (SOQ); andWHEREAS, Contractor is specifically trained and possesses the skills,experience, education and competency for the provision ConstructionManagement services based on Contractor’s SOQ; andWHEREAS, the WCA desires to provide Construction Management services todevelopment projects within its territory requiring implementation supportservices contemplated, authorized and solicited by WCA through the Request forStatement of Qualifications (RFSQ) process; andWHEREAS, WCA solicits SOQs from prospective providers of ConstructionManagement services in order to establish a list of pre-qualified ConstructionL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 1 -

WCAXXXX Exhibit C FY XX/XXManagement services’ contractors that will have met the minimum qualificationslisted in the Construction Management services RFSQ and will havedemonstrated relevant experience and staff capability to provide certain servicescontemplated and authorized by WCA under the Agreement; andWHEREAS, the WCA desires to engage Contractor for such special servicesupon the terms provided in this Agreement; andWHEREAS, the Executive Officer is authorized by the WCA Board of Directors tocontract for such special services, including those contemplated herein. NOW,THEREFORE, the parties hereto do mutually agree as follows:1.0 ADMINISTRATION: Executive Officer, or designee, shall have the authorityto administer this Agreement on behalf of the WCA. Contractor shall designatein writing a Contract Manager who shall function as liaison with WCA regardingContractor's performance hereunder.2.0 APPLICABLE DOCUMENTS: Exhibits A, B and C are attached to and form apart of this Agreement. Any reference throughout the base agreement and eachof its exhibits to "Agreement" shall, unless the context clearly denotes otherwise,denote the base agreement with all exhibits hereby incorporated. In the event ofany conflict or inconsistency in meaning or provisions between the baseagreement and the exhibits, or between exhibits, such conflict or inconsistencyshall be resolved by giving precedence first to the base agreement, and then tothe exhibits according to the following priority:1. Exhibit A - Statement of Work2. Exhibit B - Fee Schedule3. Exhibit C – Insurance Provision3.0 SERVICES PROVIDED: Contractor shall provide services to the WCA as setforth in Exhibit A (Statement of Work) which is attached hereto and incorporatedby reference as though fully set forth herein. In order to be eligible to provideConstruction Management services, the Contractor has demonstratedexperience and training in its specialized field and has submitted to the WCA aConstruction Management services SOQ in response to WCA’S RFSQ for theprovision of such services, and Contractor has met the minimum qualificationsand been selected for recommendation for placement on a Master Agreementfor Construction Management services based on Contractor’s ConstructionManagement Services SOQ. Execution of this Agreement and placement on theMaster Agreement for Construction Management Services list does notguarantee that Contractor will be selected to provide professional servicesL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 2 -

WCAXXXX Exhibit C FY XX/XXclaimable as Construction Management Services; in order to provide professionalservices claimable as Construction Management Services, a provider must havebeen selected to provide Construction Management Services pursuant to aRequest for Services (RFS).4.0 TERM OF AGREEMENT: The period of this Agreement shall commence onJuly 1, 2012 and shall continue in full force through June 30, 2014; and is subjectto, upon WCA Board approval, two (2) – one (1) year renewal option(s).Additional renewal options will be at WCA Board discretion. Contractors addedto this Master Agreement will have the same contract term.4.1 Six Months Notification of Agreement Expiration: Contractor shall notify WCAwhen this Agreement is within six (6) months of expiration. Contractor shall sendsuch notice to those persons and addresses which are set forth in “NOTICES”section of this Agreement.4.2 Suspension of Payments: Payments to Contractor under this Agreementshall be suspended if Executive Officer, or designee, for good cause, determinesthat Contractor is in default under any of the provisions of this Agreement.Except in cases of alleged fraud or similar intentional wrongdoing, at least 30calendar days notice of such suspension shall be provided to Contractor,including a statement of the reason(s) for such suspension. Thereafter,Contractor may, within 15 calendar days, request reconsideration of theExecutive Officer’s, or his/her designee, decision. Payments shall not bewithheld pending the results of the reconsideration process.5.0 COMPENSATION:5.1 In consideration of the performance by Contractor in a manner satisfactory toWCA of the services described in Exhibit A, Contractor shall be paid inaccordance with the Fee Schedule established in Exhibit B. Total compensationfor all services furnished, via amendment(s) to this contract for specific scope ofwork and contract value hereunder, shall not exceed the sum of Two Hundredand Fifty Thousand Dollars ($250,000) for Fiscal year 2012-2013; Two Hundredand Fifty Thousand Dollars ($250,000) for fiscal year 2013-2014 and TwoHundred Thousand ($200,000) for fiscal year 2014-2015. Notwithstanding suchlimitation of funds, Contractor agrees to satisfactorily complete all work specifiedin Exhibit A. To request payment, Contractor shall present to WCA's ProjectManager monthly in arrears invoices accompanied by a statement of the numberof hours worked daily by each individual assigned to the project and a report ofwork completed for the invoice period. This report shall be prepared in a formatsatisfactory to WCA's Project Manager or his/her designated representative.L:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 3 -

WCAXXXX Exhibit C FY XX/XX5.2 The Total Compensation Amount for this Agreement shall not exceed TwoHundred Fifty Thousand DOLLARS ($250,000) for Fiscal Year 2012-2013; TwoHundred Fifty Thousand DOLLARS ($250,000) for Fiscal Year 2013-2014; TwoHundred Thousand DOLLARS ($20,000) for Fiscal Year 2014-2015. In no eventshall WCA pay Contractor more than this Total Compensation Amount forContractor’s performance hereunder. Payment to Contractor shall be only uponwritten approval of the invoice and report by WCA's Project Manager or his/herdesignated representative. Contractor shall submit invoices to: WCA 100 N. OldSan Gabriel Canyon Road, Azusa, CA 91702 ATTN: Project Manager5.3 Notwithstanding any other provision of this Agreement, in no event shallWCA pay Contractor more than this Total Compensation Amount for Contractor’sperformance hereunder during the Initial Period. Furthermore, Contractor shallinform WCA when up to 75 percent (75%) of the Total Compensation Amount towhich Contractor has been authorized through the amended agreement hasbeen incurred. Contractor shall send such notice to those persons andaddresses which are set forth in Clause 26: NOTICES.5.4 No Payment for Services Provided Following Expiration/Termination ofContract: Contractor shall not have a claim against WCA for payment of anymoney or reimbursement, of any kind whatsoever, for any service provided byContractor after the expiration or other termination of this Contract. ShouldContractor receive any such payment, it shall immediately notify WCA and shallimmediately repay all such funds to WCA. Payment by WCA for servicesrendered after expiration/termination of this Contract shall not constitute a waiverof WCA’s right to recover such payment from Contractor. This provision shallsurvive the expiration or other termination of this Contract.5.5 Budget Reductions: In the event that the WCA’s Board of Directors adopts,in any fiscal year, a WCA Budget which provides for reductions in WCAcontracts, the WCA reserves the right to reduce its payment obligation under thisAgreement to implement such Board reductions for that fiscal year and anysubsequent fiscal year during the term of this Agreement (including anyextensions or budgetary increases), and the services to be provided by theContractor under this Agreement shall also be adjusted correspondingly. TheWCA’s notice to the Contractor regarding a said reduction in payment obligationshall be provided within thirty (30) calendar days of the Board’s approval of suchaction. Except as set forth in the preceding sentence, the Contractor shallcontinue to provide all of the services set forth in this Agreement.5.6 Construction Management Services: The execution of Agreements issuedL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 4 -

WCAXXXX Exhibit C FY XX/XXunder the Construction Management Services RFSQ does not guarantee aContractor any certain amount of funding. Contractor shall not be entitled to anypayment of funds by WCA under this Agreement except pursuant to validlyexecuted and satisfactorily performed Work Orders or Amendments completed inaccordance with WCA issued Construction Management Services RFS thatincludes specific and detailed Statement(s) of Work.6.0 REPORTING RESPONSIBILITY AND USE OF WCA RESOURCES:6.1 WCA’s Project Manager:6.1.1 Contractor shall report to WCA's Project Manager who shall be responsiblefor coordination of all administrative and contractual matters relating to thisAgreement, the approval of all invoices submitted hereunder by Contractor, andfinal acceptance of all documentation and work.6.1.2 Upon advance approval of the WCA Project Manager, WCA may provideContractor with reasonable or use of certain WCA resources, such as reasonableclerical support and WCA facilities, as determined by the WCA Project Manager,who shall be the sole judge of the reasonableness and extent of any such use.The use or non-use of WCA resources by Contractor shall not relieve Contractorof its responsibility to provide services and complete all work under thisAgreement in a manner satisfactory to WCA, and shall not affect Contractor’sstatus as an independent Contractor. WCA's Project Manager shall bedesignated by the Executive Officer.6.2 Contractor’s Construction Manager: Contractor’s Construction Manager shallbe responsible for coordination of all administrative and contractual mattersrelating to this Agreement, including, but not limited to, allocation of Contractor’sresources, submission of invoices, and resolution of any questions/disputes.Contractor’s Project Manager shall be: (designated by Contractor insert name).7.0 WARRANTY: Contractor represents and warrants that all work, deliverables,and other services provided to WCA shall be of professional quality, will beprovided as required by this Agreement, and will be free from any materialdefects, errors, or omissions.8.0 INDEMNIFICATION:8.1 Mutual Indemnification: For damages, claims, liabilities, costs, suits, orexpenses arising from Contractor’s lawful activities on behalf of WCA under thisAgreement, WCA agrees to indemnify and hold harmless Contractor against anyL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 5 -

WCAXXXX Exhibit C FY XX/XXand all damages, claims, liabilities, costs, suits, or expenses for which WCAwould be liable if Contractor were an employee, and to the extent the negligentacts and/or omissions of WCA cause or contribute to any loss or damage givingrise to the claim, suit or cause of action.Contractor agrees to indemnify, defend, and save harmless WCA, RMC, and theLos Angeles County Flood Control District, their Board of Supervisors, ExecutiveOfficers, agents, its elected or appointed officials, officers, agents, attorneys andemployees from and against any and all claims, suits or causes of actionincluding liability, expense, including defense costs and legal fees, and claims fordamages of any nature whatsoever, including, but not limited to, bodily injury,death, personal injury, or property damage arising from, or connected with,Contractor’s negligent, willful, or unlawful actions, operations, or serviceshereunder including any Workers' Compensation suits, liability, or expensearising from, or connected with, services pursuant to this Agreement.9.0 LIABILITY AND INSURANCE OR RESERVED9.1 Insurance Alternatives: Two alternative Indemnification and InsuranceProvisions are set forth in Exhibit C of this Agreement.Contractor has selected one of the two alternative Indemnification and InsuranceProvisions and has indicated its selection by initialing the selected alternative asfollows:Alternative 1 __________ Alternative 2 __________This Agreement shall be subject to the Indemnification and Insurance Provisionsset forth in the alternative identified by Contractor above. Such provision ishereby incorporated into this Article by reference.10. ANTI-DISCRIMINATION10.1 The Contractor shall abide by the following provisions found in Section4.32.010 et seq. of the Los Angeles County Code:Contractor certifies and agrees that all persons employed by Contractor, itsaffiliates, subsidiaries, or holding companies are, and will be, treated equally byContractor without regard to or because of race, religion, ancestry, nationalorigin, or sex, and in compliance with state and federal anti-discrimination laws.Contractor further certifies and agrees that it will deal with its subContractors,bidders, and vendors without regard to or because of race, religion, ancestry,L:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 6 -

WCAXXXX Exhibit C FY XX/XXnational, origin, or sex. Contractor agrees to allow access to its employmentrecords during regular business hours to verify compliance with the foregoingprovisions when so requested by WCA.Contractor specifically recognizes and agrees that if WCA finds that any of theforegoing provisions have been violated, the same shall constitute a materialbreach of contract upon which WCA may determine to cancel, terminate, orsuspend the contract. While WCA reserves the right to determine individually thatthe anti-discrimination provision of the contracts have been violated, in addition,a determination by the California Fair Employment Practices Commission or theFederal Equal Employment Opportunity Commission that Contractor has violatedstate or federal anti-discrimination laws shall constitute a finding by WCA thatContractor has violated the anti-discrimination provisions of the contract.At its option, and in lieu of canceling, terminating, or suspending the contract,WCA may impose damages for any violation of the anti-discrimination provisionsof this paragraph, in the amount of Two Hundred Dollars ($200) for each violationfound and determined. WCA and Contractor specifically agree that the aforesaidamount shall be imposed as liquidated damages, and not as a forfeiture orpenalty. It is further specifically agreed that the aforesaid amount is presumed tobe the amount of damages sustained by reason of any such violation, becausefrom the circumstances and the nature of the violation, it is impracticable andextremely difficult to fix actual damages.11. INDEPENDENT CONTRACTOR STATUS:11.1 This Agreement is by and between WCA and Contractor and is notintended, and shall not be construed, to create the relationship of agent, servant,employee, partnership, joint venture, or association, as between WCA andContractor.11.2 Contractor understands and agrees that all persons furnishing services toWCA pursuant to this Agreement are, for purposes of Workers' Compensationliability, employees solely of Contractor and not of WCA.11.3 Contractor shall bear the sole responsibility and liability for furnishingworkers' compensation benefits to any person for injuries arising from, orconnected with, services performed on behalf of Contractor pursuant to thisAgreement.12. WCA’s QUALITY ASSURANCE PLANL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 7 -

WCAXXXX Exhibit C FY XX/XX12.1 WCA, or its agent, will evaluate Contractor’s performance under thisAgreement on not less than a semi-annual basis. Such evaluation will includeassessing Contractors’ compliance with all contract terms and performancestandards. Contractor deficiencies which WCA determines are severe orcontinuing, and that may place performance of the Agreement in jeopardy if notcorrected, will be reported to the WCA Board. The report will includeimprovement/corrective action measures taken by WCA and Contractor. Ifimprovement does not occur consistent with the corrective action measures,WCA may terminate this Agreement or impose other penalties as specified in thisAgreement.13. ASSIGNMENT13.1 This Agreement shall not be assigned without the prior written consent ofWCA. Any attempt to assign without such consent shall be void and confer norights on any third parties.14. FORUM SELECTION14.1 Contractor hereby agrees to submit to the jurisdiction of the courts of theState of California. The exclusive venue of any action brought by Contractor, onContractor’s behalf or on the behalf of any sub-contractor, which arises from thisAgreement or is concerning or connected with services performed pursuant tothis Agreement, shall be deemed to be in the courts of the State of Californialocated in Los Angeles, California.15. CONFLICT OF INTEREST15.1 No WCA employee in a position to influence the award of this Agreement orany competing agreement, and no spouse or economic dependent of suchemployee, shall be employed in any capacity by Contractor herein, or have anyother direct or indirect financial interest in this Agreement.16. PROHIBITION FROM INVOLVEMENT IN BIDDING PROCESS16.1 Contractor understands and agrees that neither it nor its subsidiaries shallbe involved in any way in the bidding process on any Request for Proposaldeveloped or prepared by or with the assistance of Contractor’s servicesrendered pursuant to this Agreement, either as a prime Contractor or subcontractor,or as a Contractor to any other prime Contractor or sub-contractor.Any such involvement by Contractor shall result in the rejection by the WCA ofthe bid by the prime Contractor in question.L:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 8 -

WCAXXXX Exhibit C FY XX/XX17. GRATUITIES17.1 It is improper for any WCA Executive Officer, employee, or agent to solicitconsideration, in any form, from Contractor with the implication, suggestion, orstatement that Contractor’s provision of the consideration may secure morefavorable treatment for Contractor in the award of the contract or thatContractors’ failure to provide such consideration may negatively affect WCA'sconsideration of Contractor’s submittal. Contractor shall not offer or give, eitherdirectly or through an intermediary, consideration, in any form, to a WCAExecutive Officer, employee, or agent for the purpose of securing favorabletreatment with respect to the award of the contract.17.2 Contractor shall immediately report any attempt by a WCA ExecutiveOfficer, employee, or agent to solicit such improper consideration. The reportshall be made to Executive Officer or authorized representative.Among other items, such improper consideration may take the form of cash,discounts, service, the provision of travel or entertainment, or tangible gifts.18. TERMINATION FOR IMPROPER CONSIDERATION18.1 WCA may, by written notice to Contractor, immediately terminate the rightof Contractor to proceed under this Agreement if it is found that consideration, inany form, was offered or given by Contractor, either directly or through anintermediary, to any WCA Executive Officer, employee, or agent with the intent ofsecuring the Agreement or securing favorable treatment with respect to theaward, amendment, or extension of the Agreement or the making of anydeterminations with respect to Contractors’ performance pursuant to theAgreement. In the event of such termination, WCA shall be entitled to pursue thesame remedies against Contractor as it could pursue in the event of default byContractor.18.2 Contractor shall immediately report any attempt by a WCA Executive Officeror employee to solicit such improper consideration. The report shall be madeeither to WCA manager charged with the supervision of the employee or to WCAExecutive Officer or authorized representative.18.3 Among other items, such improper consideration may take the form of cash,discounts, service, the provision of travel or entertainment, or tangible gifts.19. NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNEDINCOME CREDITL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 9 -

WCAXXXX Exhibit C FY XX/XX19.1 Contractor shall notify its employees, and shall require each sub-Contractorto notify its employees, that they may be eligible for the federal Earned IncomeCredit under the federal income tax laws. Such notice shall be provided inaccordance with the requirement set forth in Internal Revenue Service Notice1015.20. REDUCTION OF SOLID WASTE20.1 Consistent with the WCA’s policy to reduce the amount of solid wastedeposited in landfills, the Contractor agrees to use recycled-content paper to themaximum extent possible on the project.21. WCA RIGHTS21.1 The WCA may employ, either during or after performance of this contract,any right of recovery the WCA may have against the Contractor by any means itdeems appropriate including, but not limited to, set-off, action at law or in equity,withholding, recoupment, or counterclaim. The rights and remedies of the WCAunder this contract are in addition to any right or remedy provided by Californialaw.22. FAIR LABOR STANDARDS ACT22.1 Contractor shall comply with all applicable provisions of the Federal FairLabor Standards Act, and shall indemnify, defend, and hold harmless WCA, itsagents, Executive Officers and employees from any and all liability including, butnot limited to, wages, overtime pay, liquidated damages, penalties, court costs,and attorneys' fees arising under any wage and hour law including, but notlimited to, the Federal Fair Labor Standards Act for services performed byContractor’s employees for which WCA may be found jointly or solely liable.23. PREVAILING WAGE REQUIREMENTS23.1 Contractor shall comply with all applicable prevailing wage requirements.24. EMPLOYMENT ELIGIBILITY VERIFICATION24.1 Contractor warrants that it fully complies with all federal statutes andregulations regarding employment of aliens and others, and that all its employeesperforming services hereunder meet the citizenship or alien status requirementscontained in federal statutes and regulations. Contractor shall obtain, from allcovered employees performing services hereunder, all verifications and otherL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 10 -

WCAXXXX Exhibit C FY XX/XXdocumentation of employment eligibility status required by federal statutes andregulations as they currently exist and as they may be hereafter amended.Contractor shall retain such documentation for all covered employees for theperiod prescribed by law. Contractor shall indemnify, defend, and hold harmlessWCA, its Executive Officers and employees from employer sanctions and anyother liability which may be assessed against Contractor or WCA in connectionwith any alleged violation of federal statutes or regulations pertaining to theeligibility for employment of persons performing services under this Agreement.25. CONTRACTOR RESPONSIBILITY AND DEBARMENT26. NOTICESa. A responsible Contractor is a Contractor who has demonstratedthe attribute of trustworthiness, as well as quality, fitness,capacity, and experience to satisfactorily perform the contract. Itis the WCA’s policy to conduct business only with responsibleContractors.b. The Contractor is hereby notified that if the WCA acquiresinformation concerning the performance of the Contractor onthis or other contracts which indicates that the Contractor is notresponsible, the WCA may, in addition to other remediesprovided in the contract, debar the Contractor from bidding onWCA contracts for a specified period of time not to exceed threeyears, and terminate any or all existing contracts the Contractormay have with the WCA.c. The WCA may debar a Contractor if the Board finds, in itsdiscretion, that the Contractor has done any of the following: 1)violated any term of a contract with the WCA; 2) committed anyact or omission which negatively reflects on the Contractor’squality, fitness, or capacity to perform a contract with the WCAor any other public entity, or engaged in a pattern or practicewhich negatively reflects on same; 3) committed an act oroffense which indicates a lack of business integrity or businesshonesty; or 4) made or submitted a false claim against the WCAor any other public entity.d. These terms shall also apply to sub-contractors of the WCA.26.1 Any notice required or desired to be given pursuant to this Agreement shallL:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 11 -

WCAXXXX Exhibit C FY XX/XXbe given in writing and addressed as follows:WCAContractorWatershed Conservation Authority100 N. Old San Gabriel Canyon RoadAzusa, CA 91702Attention: Mark StanleyCompanyAddress 1City, ST ZipThe address for notice may be changed by giving notice pursuant to thisparagraph.27. ENTIRE AGREEMENT27.1 This contract constitutes the entire Agreement between WCA andContractor and may be modified only by further written Agreement between theparties hereto.WCACompany (insert name)By____________________________Mark StanleyExecutive OfficerBy___________________________Company Contact (insert text)Contact Title (insert text)L:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 12 -

WCAXXXX Exhibit C FY XX/XXExhibit ACompanyScope of WorkMonth Date, Year(1 page)L:\WCA BoardMeetings\2012\WCA_Board_Meeting_March2012\Exhibits\item_10_MasterAgreement_RFSQ\Exhibit_C_MasterAgreement_jb.docx - 13 -

WCAXXXXCOMPANYExhibit C-1ALTERNATIVE 1INDEMNIFICATION AND INSURANCE PROVISIONSI. INDEMNIFICATIONCONTRACTOR agrees to indemnify, defend, and save harmlessWatershed Conservation Authority (WCA), Rivers and Mountains Conservancy(RMC), and Los Angeles County Flood Control District (District), its agents,appointed and elected officers, and employees from and against any and allliability, expense (including defense costs and legal fees), or claims for damagesof any nature whatsoever, including without limitation, bodily injury, death,personal injury, or property damage (including property of CONTRACTOR),arising from, or connected with, any alleged willful or negligent act, error, oromission of CONTRACTOR, its agents, or subcontractors of any tier.The foregoing paragraph notwithstanding, CONTRACTOR further agrees toindemnify, defend, and save harmless WCA, RMC, the District and theirrespective agents, appointed and elected officers, and employees from andagainst any Workers' Compensation suits, liability, or expense arising from, orconnected with, any services performed pursuant to this agreement on behalf ofCONTRACTOR by any person.Neither the CONTRACTOR, nor its agents and subcontractors of any tier,shall be obligated to indemnify the WCA and its related persons and entities forliabilities caused by the active negligence of the WCA and its related personsand entities. However, this provision does not limit any obligation to defend orindemnify the WCA and its related persons and entities arising under the policiesof insurance maintained by the CONTRACTOR under this provision.II. INSURANCEWithout limiting CONTRACTOR indemnification of WCA and during theterm of this Agreement, CONTRACTOR shall provide and maintain at its ownexpense the following programs of insurance. Such programs and evidence ofinsurance shall be satisfactory to the WCA and primary to and not contributingwith, any other insurance maintained by the WCA. Certificate(s) or otherevidence of coverage shall be delivered to the Watershed ConservationAuthority, 100 N. Old San Gabriel Canyon Road, Azusa, CA 91702 prior tocommencing services under this Agreement, shall specifically identify thisAgreement, and shall contain the express condition that WCA is to be givenwritten notice by registered mail at least thirty (30) days in advance of anymodification or termination of insurance.

WCAXXXXCOMPANYFailure by CONTRACTOR to procure and maintain the required insuranceshall constitute a material breach of contract upon which WCA may immediatelyterminate or suspend this Agreement.A. Liability:Such insurance shall be endorsed naming the Watershed ConservationAuthority as an additional insured and shall include:1. 1. General liability insurance written on a commercial general liability form oron a comprehensive general liability form covering the hazards ofpremises/operations, contractual, independent contractors, advertising,products/completed operations, broad form property damage, and personal injurywith a combined single limit of not less than One Million Dollars ($1,000,000) peroccurrence.2. 2. Comprehensive auto liability for all owned, non-owned, and hired vehicleswith a combined single limit of not less than One Million Dollars ($1,000,000) peroccurrence.a. If written with an annual aggregate limit, the policy limit should be threetimes the above required occurrence limit.b. If written on a claims form, the CONTRACTOR shall be required toprovide an extended two-year reporting period commencing upontermination or cancellation of this Agreement.B. Workers' Compensation:Insurance in an amount and form to meet all applicable requirements ofthe Labor Code of the State of California, including Employer's Liability with aOne Million Dollar ($1,000,000) limit, covering all persons the CONTRACTOR islegally required to cover.C. Professional Liability:Insurance covering liability arising from any error, omission, or negligentact of the CONTRACTOR, its officers, or employees with a limit of liability of notless than One Million Dollars ($1,000,000) per claim or occurrence, and TwoMillion Dollars ($2,000,000) in aggregate. If written on a Claims Made Form,CONTRACTOR shall continue to provide coverage for this project for a period oftwo years from the date of termination or completion of this Agreement.CONTRACTOR agrees to the above Indemnification and Insurance Provisions.____________ Initials

WCAXXXXCOMPANYExhibit C-2ALTERNATIVE 2INDEMNIFICATION AND INSURANCE PROVISIONSI. INSURANCECONTRACTOR agrees at its own expense to maintain with insurancecompanies policies for general liability, professional liability, comprehensiveautomobile liability, and worker's compensation insurance as set forth below:A. General Liability Insurance:The CONTRACTOR shall maintain general liability insurance written on acommercial or comprehensive general liability form(s) that include(s) coveragefor premises-operations, products/completed operations, contractual liability,broad-form property damage, and personal injury liability. The general liabilitypolicy shall have a combined single limit of not less than One Million Dollars($1,000,000) per occurrence.B. Professional Liability Insurance:CONTRACTOR shall maintain professional liability insurance, includingcontractual liability coverage, with policy limits of at least One Million Dollars($1,000,000) per claim or occurrence, Two Million Dollars ($2,000,000) in theaggregate.C. Comprehensive Automobile Insurance:The CONTRACTOR shall maintain automobile insurance for all owned,non-owned, and hired vehicles with a combined single limit of One Million Dollars($1,000,000) per occurrence or accident.D. Worker's Compensation Insurance:The CONTRACTOR shall maintain worker's compensation insurance in anamount and form which will meet all applicable requirements of the Labor Codeof the State of California, including Employers' Liability Coverage with limits ofOne Million Dollars ($1,000,000) per occurrence.E. General Conditions Relating to Insurance:

WCAXXXXCOMPANY1. Additional Insureds: The WCA, RMC, and DISTRICT, its agents,appointed and elected officers, and employees shall be named asadditional insureds on each policy, except workers' compensation andprofessional liability insurance, the CONTRACTOR is required toprovide under this Agreement. Such insurance shall be primary to andnot contributing with, any other insurance maintained by or for theWCA and its related persons and entities.2. Waiver of Subrogation: Each policy obtained by the CONTRACTOR tofulfill its obligations under this provision shall contain a provisionwaiving the right of the insurer to subrogate against the WCA and itsrelated persons and entities for any liability covered by the policy.3. Claims Made Policies: If any of the policies obtained by theCONTRACTOR to fulfill its obligations under this provision are writtenon a claims-made basis, the policy shall be endorsed to provide anextended reporting period of not less than two years following thetermination of this Agreement or the CONTRACTOR'S work on theproject referred to in this Agreement, whichever is later.4. Occurrence Policies: If any of the policies obtained by theCONTRACTOR to fulfill its obligations under this provision are writtenon an occurrence basis, the policies and any endorsements requiredby this provision (including, but not limited to, the additional insuredendorsements) shall be maintained in full force and effect for a periodof not less than two years following the termination of this Agreementor the CONTRACTORS’ work on the project referred to in thisAgreement, whichever is later.5. Certificate of Insurance: Prior to commencing work on the projectreferred to in this Agreement, the CONTRACTOR shall provide to theRMC certificate(s) of insurance identifying the insurers, policies,coverage, and limits of liability for the insurance the CONTRACTOR isrequired to provide under this provision. Accompanying thecertificate(s) shall be a copy of the required additional insuredendorsement(s) to the policies obtained by the CONTRACTOR as setforth above.6. Notice of Cancellation or Non-renewal: Each policy shall require theinsurer to give the WCA at least 30 days notice of termination of thepolicy by cancellation, rescission, non-renewal, or otherwise. Noticeshall also be given to WCA of any material change in the terms of thecoverage required to be maintained by the CONTRACTOR under thisprovision.

WCAXXXXCOMPANY7. Delivery of Notices: All certificates and notices required by thisprovision shall be in writing and shall be delivered to the ContractAdministrator. The notices and certificates shall refer to this contract.8. Maintenance of Insurance: The CONTRACTOR shall promptly pay thepremiums on all insurance policies required under this provision. TheCONTRACTOR further agrees that the policies shall remain in fullforce and effect as required by this Agreement. CONTRACTOR agreesto immediately obtain replacement coverage for any policy which isterminated, canceled, non-renewed, or which has paid policy limits orupon the insolvency of the insurer issuing the policy.9. Breach: Failure on the part of CONTRACTOR to procure or maintaininsurance as required by this provision shall constitute a materialbreach of this contract. In the event of such a breach, the WCA may,among other things, terminate this Agreement, suspend work beingperformed on the project by or on behalf of the CONTRACTOR, or atits sole discretion, the WCA may obtain replacement coverage. In theevent that replacement coverage is obtained, the CONTRACTORshall, upon demand, repay the WCA for the full amount of premiumspaid by the WCA for the replacement coverage. In its sole discretion,the WCA may offset the cost of premiums against any monies due tothe CONTRACTOR from the WCA.II. INDEMNIFICATION:CONTRACTOR agrees to indemnify and save harmless the WCA, RMC,DISTRICT, its agents, appointed and elected officers and employees ("WCA andits related persons and entities") from any and all claims, liabilities, expenses,lawsuits, actions, or proceedings arising from, or connected with, any act oromission of the CONTRACTOR, its agents, or subcontractors of any tier. Theobligation to indemnify the WCA is in addition to the obligation to procureinsurance as set forth in this provision.WCA agrees that prior to demanding a defense from the CONTRACTORthat it or CONTRACTOR shall tender such claim to the insurers issuing thepolicies of insurance referred to in this provision. If the claims are not covered byany policy referred to in this provision, or the insurers refuse to defend the WCAor any of its related persons and entities, then the CONTRACTOR shall beobligated to defend the WCA from any claim, suit, or proceeding in which it hasbeen claimed or alleged that the acts or omissions of the CONTRACTOR, itsagents, or subcontractors of any tier were a cause of the damages claimedagainst the WCA and its related persons and entities in that suit, action, orproceeding.

WCAXXXXCOMPANYNeither the CONTRACTOR, nor its agents and subcontractors of any tier,shall be obligated to indemnify the WCA and its related persons and entities forliabilities caused by the active negligence of the WCA and its related personsand entities. However, this provision does not limit any obligation to defend orindemnify the WCA and its related persons and entities arising under the policiesof insurance maintained by the CONTRACTOR under this provision.III. SUBCONTRACTOR'S INSURANCE AND INDEMNIFICATION:CONTRACTOR agrees to require that its subcontractors, subcontractors,and independent contractors maintain the same insurance coverage which it isrequired to maintain under this provision, including but not limited to, theobligation to name the WCA and its related persons and entities as additionalinsureds under each such policy.CONTRACTOR further agrees to require its subcontractors, subcontractors,and independent contractors to indemnify and defend the WCA and its relatedpersons and entities from any and all claims, liabilities, expenses, lawsuits,actions, or proceedings arising from, or connected with, any act or omission ofeach such subcontractor, subcontractor, or independent contractor, its agents, orsubcontractors of any tier.Failure on the part of CONTRACTOR to require its subcontractors,subcontractors, and independent contractors to provide insurance andindemnification shall constitute a material breach of this contract. In the event ofsuch breach, the WCA may, among other things, terminate this Agreement,suspend work being performed on the project by or on behalf of theCONTRACTOR, or in its sole discretion, the WCA may obtain replacementinsurance coverage. In the event that replacement coverage is obtained, theCONTRACTOR shall, upon demand, repay the WCA for the full amount ofpremiums paid by the WCA for the replacement coverage. In its sole discretion,the WCA may offset the cost of premiums against any monies due to theCONTRACTOR from the WCA.CONTRACTOR agrees to the above Indemnification and Insurance Provisions.____________ Initials

Duck Farm River ParkwayWATERSHED CONSERVATIONAUTHORITYThe Duck Farm is a 57 acre property located on theeastern bank of the San Gabriel River. The site liesat the confluence of key regional wildlife habitats andcorridors. The River is soft bottom along this reach,sustaining a riparian habitat where water is usedto recharge aquifers and you find a robust area fullof streamside plants, Egrets, Herons along with amultitude of other birds and wildlife.Bringing the River alive at the Duck FarmArtist vision of riparian habitat and trails at the Duck FarmThe goals for the Duck Farm include:• Offer diverse recreational opportunities andinterpretive and educational experiences• Provide local and regional connections• Create and restore sustainable natural habitat• Improve access to the Duck Farm site and theriver• Improve water quality on site and into the SanGabriel RiverThe land will be transformed into a park that will morethan triple the amount of open space available to thesurrounding communities. The park will provide aplace for reflection and relaxation, as well as providinghabitat for wildlife in a restored natural setting.A network of trails, nearby discovery gardens, outdoor classrooms, freshwater marsh, wildflower meadowand interpretive feature will serve as the educational backbone of the Duck Farm. The Duck Farm willbe developed in phases starting on the north, Valley Blvd end, and over time moving to the south toSan Jose Creek.Phase 1A provides a meaningful open space amenity to the community, maximizing connection tothe river and providing much needed green space. This first phase will include interpretive features, agateway entry, energy garden, community garden, parking, interpretation panels, a phytoremediationproject, riparian corridor, native plant nursery, wildflower meadows, interior trails, and river promenadewith a multi-use path.Schematic Design - Duck Farm Phase 1A Moving Forward: building a public park along the San Gabriel River

The future Coyote Creek Park will be located alongthe Coyote Creek Tributary to the San Gabriel Riverin the City of Los Alamitos just north of the confluenceat Cerritos Ave. The Watershed ConservationAuthority is assisting the City of Los Alamitos in thedevelopment of the park by providing project andconstruction management services. The park, to bebuilt on Southern California Edison (SCE) property,currently in design and development, is awaiting SCEsubmittal to the California Public Utilities Commissionfor approval to construct.The park will offer a connection to the Coyote CreekBike trail that also connects to the Greater San GabrielBikeway. Together the trails offer connections fromOrange County and locations between the AngelesForest to the north and Seal Beach to the south.The park’s features will include a native plants, trail,seating area and interpretive signage on the 2+ acresite. Decorative gates and ornamental metal workwill invite visitors to explore the river parkway.The park will provide a place for reflection andrelaxation, as well as providing habitat for wildlife ina restored natural setting. Coyote Creek Park willprovide a meaningful open space amenity to thecommunity, maximizing connection to the river andproviding much needed green space.

South GateWATERSHED CONSERVATIONAUTHORITYThe South Gate Habitat is a 7.6 acre property locatednext to the Los Angeles River just south of theconfluence of the Rio Hondo and the Los Angeles River.It is within the City of South Gate, so named becauseit sat at the south gate to Rancho San Antonio.This project is collaboration between the WCA, theCity of South Gate, the Los Angeles County RegionalPark and Open Space District, Los Angeles CountyFlood Control District, the Rivers and MountainsConservancy and Northeast Trees all of who sharethe goals to provide a place for the community to haveaccess to open space and also improve the quality ofthe watershed.Existing bike path along the Los Angeles River and Future site fornative habitat enhancementThe plan for the site is to create a natural area forwildlife and that includes bump-outs adjacent to thebike path that will overlook the natural area and theSan Gabriel Mountains as well as be a place for rest,reflection and relaxation along the bike path.When the park is fully developed it will feature shadestructures and shade trees, picnic tables, drinking fountains, bike racks, and interpretive signage. Thesite will be planted with native vegetation that will provide bird and small animal habitat. It will be builtwith sustainability in mind utilizing with a low-volume irrigations system for water conservation effortsas well as products that are made from recycled materials.Schematic Design - Bike rest areas and overlooks of native landscaping planned along the Los Angeles River

River Wilderness ParkWATERSHED CONSERVATIONAUTHORITYThe River Wilderness Park is situated at the gatewayto the Angeles National Forest and offers sweepingviews of the San Gabriel Mountains and spectacularvistas the San Gabriel River winding through this parkand Canyon known for its enchanting beauty.Renovation of ‘El Encanto’ WCA offices and Visitor CenterFoothill wildflowers in bloom along river outlook trailAs the 70-acre River Wilderness Park is restored anddeveloped it will offer a variety of passive recreationalopportunities for the community and region. Oncefully developed the park will include expanded trailsystems, including forming the trail head connectionto the San Gabriel River Bike Trail. The river bankswill be restored to native riparian habitat with a trailthat leads down to a river terrace. A footbridge willultimately span the river providing access from theriver terrace to the meadow, river edge and outdoorclassroom offering educational programming andenhanced exposure to nature and natural processesof the river and the canyon.The former El Encanto Restaurant originally built in1920’s to house the San Gabriel Canyon Forest Ranger remains in use today and now serves as theoffices of the Rivers and Mountains Conservancy and the Watershed Conservation Authority. The HildaSolis river outlook and native garden is a preview of improvements and interpretive features to come.In further keeping with the history of the site a River Wilderness Park Ranger lives on the property.Artist conceptualization of gateway entrance to River Wilderness Park and ‘El Encanto’ Center

Watershed Conservation Authority ProjectsKern CountyVenturaCountyLos AngelesCountySan BernardinoCountyOrangeCountyRiversideCountySanta Clara RiverSan DiegoCountyA n g e l e sN a t i o n a lF o r e s t10Los Angeles River9Rio Hondo514 11461213Los Angeles CountySan Bernardino County3San Jose CreekWCA Project LoactionWatershed Conservation AuthorityTerritory18Los Angeles River2San Gabriel River7Coyote CreekCarbon CreekLos Angeles CountyOrange CountySan Bernardino CountyOrange CountySanta Ana RiverExisting Park and Open Space0 510 20MilesAcquisitionsMap # Project Name2 Bellflower Riverview Park AcquisitionN/A** Chapter 8 Tax Default Properties Acquisition3 Citrus Heights Bike Stop Development*4 Duck Farm River Parkway Development*6 Emerald Necklace San Jose Creek Acquisition8 Parque dos Rios 'South Gate'*9 River Wilderness Park (Open to the Public)*13 Walnut Creek Habitat and Open Space*Development / ConstructionMap # Project Name1347891011121398th Street Park DevelopmentCitrus Heights Bike Stop Development*Duck Farm River Parkway Development*Los Alamitos Coyote Creek ParkwayParque dos Rios 'South Gate'*River Wilderness Park (Open to the Public)*San Gabriel River Confluence w/ Cattle Canyon ImprovementsSan Gabriel River Discovery Center DevelopmentSanta Fe Dam Bike Crossing ImprovementsWalnut Creek Habitat and Open Space*StatusCompletedIn ProgressCompletedCompletedIn ProgressCompletedCompletedCompletedStatusAwaiting FundingAwaiting FundingIn ProgressIn ProgressFundedFundedIn ProgressAwaiting FundingAwaiting FundingAwaiting FundingPlanningMap # Project Name13N/A**45N/A**N/A**89N/A**N/A**1011N/A**N/A**131498th Street Park DevelopmentCitrus Heights Bike Stop Development*Development of Procedures for Project Funding CriteriaDuck Farm River Parkway Development*Emerald Necklace Feasibility Study Implementation PlanGreen Visions PlanIntegrated Regional Water Management PlanParque dos Rios 'South Gate'*River Wilderness Park (Open to the Public)*Rivers and Tributary Access ImprovementsRMC Trail & Recreational Opportunities PlanSan Gabriel River Confluence with Cattle Canyon ImprovementsSan Gabriel River Discovery Center DevelopmentUpper San Gabriel and Rio Hondo Watershed CoordinatorUrban, Mountains, and River Parkway Capital ProjectsWalnut Creek Habitat and Open Space Project *Whittier Narrows Recreation Area Master Development Plan InputStatusIn ProgressAwaiting FundingCompletedIn ProgressIn ProgressCompletedCompletedCompletedIn ProgressCompletedCompletedIn ProgressIn ProgressIn ProgressIn ProgressIn ProgressCompleted* Properties Owned by the Watershed Conservation Authroity **Territory Wide ProjectMark Stanley, Executive Officer, Watershed Conservation Authority100 N. Old San Gabriel Canyon Road, Azusa, CA 91702; Tel: (626) 815-1019, www.wca.ca.gov Map created October 2011