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Performance Pipeline Technologies (2015) • -� City of - RANCHO PALOS VERDES PUBLIC WORKS CONTRACT THIS CONTRACT("Contract")is made and entered on the date signed below by and between the City of Rancho Palos Verdes, hereinafter referred to as "City," and PERFORMANCE PIPELINE TECHNOLOGIES, hereafter referred to as"Bidder"or"Contractor." CONTRACTOR'S LICENSE NUMBER: 825824 CONTRACTOR'S DIR REGISTRATION NUMBER: l 0000 N '3 21 IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto mutually agree as follows: 1. PROJECT DESCRIPTION AND SCOPE OF WORK The Project is defined as stated in the Scope of Work, Specifications(if any), and Contractor's Proposal, collectively attached hereto as Exhibit"A"and incorporated herein by this reference("Project"). Contractor shall provide the services described in Exhibit"A." All work shall be performed in accordance with the latest edition of the Standard Specifications for Public Works Construction (commonly known as the"Greenbook"), including supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California(collectively"Standard Specifications"), which is incorporated herein by this reference. In the event-of any conflict between the terms of this Agreement and incorporated documents, the terms of this Agreement shall control. 2. EFFECTIVE DATE. This Agreement is effective as of the date it is executed by the Director of Public Works, and shall remain in full force and effect until Contractor has rendered the services required by this Agreement. 3. TIME. Time is of the essence in this Agreement. All of the work required by this Agreement shall be completed by June 30, 2015. 4. COMPENSATION. In consideration of the services rendered hereunder, City shall pay Contractor a not to exceed amount of twenty-one thousand one hundred fifty dollars($21,150) in accordance with the prices as submitted in Contractor's Proposal. 5. PAYMENTS The City shall pay Contractor for its services in accordance with the agreed-upon rates as described in Exhibit"A"and incorporated herein by this reference. Pursuant to Public Contract Code Section 20104.50, the City shall make any progress payment within thirty(30)days after receipt of an undisputed and properly submitted payment request from Contractor. Upon receipt of a payment request, the City shall review the payment request as soon as practicable to determine whether the payment request is proper, and if any payment request is determined not to be suitable for payment, the City shall return the payment request to R6876-0001\1822982v 1.doc PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES the Contractor as soon as practicable, but not later than seven (7) days after receipt,with a document setting forth in writing the reasons why the payment request is not proper. Pursuant to Public Contract Code Section 9203, if a payment on the Contract is for the creation, construction, alteration, repair, or improvement of any public structure, building, road, or other improvement and will exceed a total of five thousand dollars($5,000) in cost,that payment shall be made as the City Council of the City prescribes upon estimates approved by the City Council. However, progress payments shall not be made in excess of ninety-five percent(95%)of the percentage of actual work completed plus a like percentage of the value of material delivered on the ground or stored subject to, or under the control of, the City, and unused.The City shall withhold not less than five percent(5%)of the Contract price until final completion and acceptance of the Project. However, at any time after fifty percent(50%)of the work has been completed, if the City Council of the City finds that satisfactory progress is being made, it may, at its discretion, make any of the remaining progress payments in full for actual work completed. 6. UNRESOLVED DISPUTES In the event that a dispute arises between the City and Contractor regarding whether the conditions materially differ, involve hazardous waste, or cause a decrease or increase in Contractor's cost of or time required for performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all work to be performed under the Contract. Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. In the event of any dispute or controversy with the City over any matter whatsoever, Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. This includes disputed time extension requests and prices for changes. The disputed work will be categorized as an"unresolved dispute"and payment, if any, shall be as later determined by mutual agreement or a court of law. Contractor will keep accurate, detailed records of all disputed work, claims and other disputed matters. Pursuant to Public Contract Code Section 20104(b)(2), a"claim"means a separate demand by Contractor for a time extension, payment of money or damages arising from work done by or on behalf of Contractor pursuant to this Contract which is not otherwise expressly provided for, or an amount which is disputed by the City. Public Contract Code Sections 20104 et seq. and Rancho Palos Verdes Municipal Code chapter 3.24("Claims Against the City")shall govern the procedures of the claim process, and the provisions of Public Contract Code Sections 20104 et seq. and Rancho Palos Verdes Municipal Code chapter 3.24 are incorporated herein. 7. FORCE MAJEURE Neither City nor Contractor shall be responsible for delays in performance under this Contract due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government,fires, floods or other casualty, epidemics,earthquakes, labor stoppages or slowdowns,freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 30 of this Contract of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 8. FAITHFUL PERFORMANCE AND PAYMENT BONDS Contractor shall obtain faithful performance and payment bonds in an amount that is not less than the total compensation amount of this Agreement, and nothing in this Contract shall be read to excuse this requirement. 9. SUBSTITUTE SECURITY Page 2 of 13 R6876-0001\1822982v 1.doc • • PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Pursuant to Public Contract Code Section 22300, the substitution of securities for any moneys withheld by the City to ensure performance under a contract is permitted, except where financing will be provided by the Farmers Home Administration of the United States Department of Agriculture pursuant to the Consolidated Farm and Rural Development Act(7 U.S.C. Sec. 1921 et seq.)or where federal regulations or policies, or both, do not allow the substitution of securities.At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in the State of California("State")as the escrow agent,that shall then pay those moneys to Contractor. Upon satisfactory completion of the Contract,the securities shall be returned to Contractor. Alternatively, Contractor may request and the City shall make payment of retentions earned directly to the escrow agent at the expense of Contractor. At the expense of Contractor, Contractor may direct the investment of the payments into securities, and Contractor shall receive the interest earned on the investments upon the same terms provided for securities deposited by Contractor. Upon satisfactory completion of the Contract, Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the City, pursuant to the terms of this section. Securities eligible for investment shall include those listed in California Government Code Section 16430, bank or savings and loan certificates of deposit, interest-bearing demand deposit accounts, standby letters of credit, or any other security to which Contractor and the City mutually agree in writing. Contractor shall be the beneficial owner of any securities substituted for moneys withheld and shall receive any interest thereon. If Contractor elects to receive interest on moneys withheld in retention by the City, it shall, at the request of any subcontractor performing more than five percent(5%)of Contractor's total bid, make that option available to the subcontractor regarding any moneys withheld in retention by Contractor from the subcontractor. If Contractor elects to receive interest on any moneys withheld in retention by the City, then the subcontractor shall receive the identical rate of interest received by Contractor on any retention moneys withheld from the subcontractor by Contractor, less any actual pro rata costs associated with administering and calculating that interest. In the event that the interest rate is a fluctuating rate, the rate for the subcontractor shall be determined by calculating the interest rate paid during the time that retentions were withheld from the subcontractor. If Contractor elects to substitute securities in lieu of retention,then, by mutual consent of Contractor and its subcontractor,the subcontractor may substitute securities in exchange for the release of moneys held in retention by Contractor. No Contractor shall require any subcontractor to waive any provision of this paragraph. The escrow agreement for security deposits in lieu of retention shall be substantially similar to the form provided in Public Contract Code Section 22300(f). 10. TAXES Contractor shall calculate payment for all sales, unemployment, old age pension and other taxes imposed by local, State of California and federal law. These payments are included in the total amounts in Exhibit "A." 11. AUDIT The City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to the City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by the City. Additionally, pursuant to Government Code Section 8546.7, if this Contract involves the expenditure of public funds in excess of ten thousand dollars($10,000), Contractor shall be subject to State Auditor examination and audit at the request of the City or as part of any audit of the City, for a period of three(3)years after final payment under this Contract. 12. LICENSES Page 3 of 13 R6876-0001\1822982v 1.doc 410 PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Contractor is aware of California Labor Code Sections 1777.1 and 1777.7,which prohibit Contractor or any subcontractors who have been found by the Labor Commissioner or the Director of Industrial Relations to be in violation of certain provisions of the Labor Code,from bidding on, being awarded, or performing work as a contractor or subcontractor on a public works project for specified periods of time. Pursuant to Public Contract Code Section 6109 and California Business and Professions Code Section 7028.15, Contractor shall be licensed as specified in the bid notice pursuant to Public Contract Code Section 3300 and as required by law at the time of the bid date by the Contractors'State License Board of the State to perform the work. Failure to possess the specified license at the time of bid submittal shall render the bid as non-responsive pursuant to California Business and Professions Code Section 7028.15(e) and shall act as a bar to awarding the Contract to Bidder. However, pursuant to Public Contract Code Section 20103.5, if federal funds are involved, the bid submitted shall not be invalidated by the failure of Bidder to be licensed in accordance with the laws of the State, although at the time the Contract is awarded, the Contractor shall be properly licensed in accordance with the State laws. The first payment for work or material under the Contract shall not be made unless and until the Registrar of Contractors verifies to the City that the records of the Contractors' State License Board indicate that the Contractor is properly licensed at the time the Contract is awarded. If Bidder or Contractor is not so licensed, it shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors' State License Board. Failure of Bidder to obtain proper and adequate licensing for an award of the Contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the Bidder. Contractor has investigated and will ensure that any subcontractor possesses a valid specialty trade license in its trade as required by law. All licenses must also comply with California Business and Professions Code Section 7057 regarding a general building contractor. Contractor and its subcontractors must also comply with business license requirements of the City. 13. REGISTRATION WITH DEPARTMENT OF INDUSTRIAL RELATIONS In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. Contractor represents that it is in compliance with the registration requires in Section 1725.5. Contractor has investigated and will ensure that any subcontractor is complies with Section 1725.5 at all times. 14. TRENCHING AND EXCAVATIONS Pursuant to Public Contract Code Section 7104, if the project involves trenching more than four(4)feet deep, Contractor shall promptly and before the following conditions are disturbed notify the City in writing of any: a. Material that Contractor believes may be material that is hazardous waste, as defined in California Health and Safety Code Section 25117,that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; and/or b. Subsurface or latent physical conditions at the site differing from those indicated; and/or c. Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. Page 4 of 13 R6876-0001\1822982v 1.doc J . 1111 9 PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Contractor's notification shall be provided in accordance with Section 30 of this Contract.The City shall promptly investigate the conditions, and if the City finds that the conditions do materially differ or do involve hazardous waste and cause a decrease or increase in Contractor's cost of or the time required for performance of any part of the work the City shall issue a change order. As required by Labor Code Section 6705 and in addition thereto, whenever work under the Contract that involves an estimated expenditure in excess of twenty-five thousand dollars($25,000)for the excavation of any trench or trenches five(5)feet or more in depth, Contractor shall submit for acceptance by City in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation, of such trench or trenches. If such plan varies from the shoring system standards established by the Construction Safety Orders of the Division of Industrial Safety, the plan shall be prepared by a registered civil or structural engineer employed by Contractor, and all costs therefor shall be included in the price of the Contract as stated in Exhibit"A." Nothing in this provision shall be deemed to allow the use of a shoring, sloping, or other protective system less effective than that required by the Construction Safety Orders. Nothing in this provision shall be construed to impose tort liability on the City or on any City officer, agent, consultant, representative, or employee.All plans, processing and shoring costs are Contractor's responsibility and must be included in Contractor's bid. 15. LOCATION OF EXISTING ELEMENTS Pursuant to Government Code Sections 4216 to 4216.9,the methods used and costs involved to locate existing elements, points of connection and all construction methods are Contractor's sole responsibility. Accuracy of information furnished, as to existing conditions, is not guaranteed. Contractor, at its sole expense, must make all investigations necessary to determine locations of existing elements,which may include, without limitation, contacting U.S.A. alert and other private underground locating firm(s), and/or utilizing potholes, specialized locating equipment and/or hand trenching. 16. UTILITY FACILITIES Pursuant to Government Code Section 4215, the City acknowledges its responsibilities with respect to locating, relocating, removing or protecting utility facilities on the site of the Project, if it entails construction and such utilities are not identified by the City in writing by the time of execution of this Contract. The City shall compensate Contractor for the costs of relocating and repairing damage not due to Contractor's failure to exercise reasonable care, removing or relocating such utility facilities not indicated in writing with reasonable accuracy, and equipment on the Project necessarily idled during such work. The City shall not assess liquidated damages to the Contractor for delay in completion of the Project when such delay was caused by the owner of the utility to provide for removal or relocation of such utility facilities. 17. PREVAILING WAGES Pursuant to Labor Code Section 1781, the City and Contractor acknowledge that the Project is a"public work"as defined in Section 1720,to which Section 1771 applies. Contractor must cause the Project to be performed as a"public work." This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. The Contractor shall post job site notices, as prescribed by regulation. The City Council of the City has been provided with a determination of the prevailing rates of wages applicable to the Project,which is on file in the Office of the City Clerk of the City, copies of which may be obtained from the Department of Public Works, pursuant to Labor Code Section 1773.2. Contractor shall post a copy of the determination of the prevailing rate of per diem wages at each job site, pursuant to Labor Code Section 1773.2. Said rates are based on an eight(8) hour day,forty(40) hour week except as otherwise noted, and said rates are currently in effect. All parties to this Contract shall strictly observe existing agreements between the Building Trades and Construction Industry groups related to wages, overtime, holidays and other special provisions. Contractor will be required to pay all persons employed on Page 5 of 13 R6876-0001\1822982v1.doc • PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES the Project by Contractor sums not less than these prevailing wages. Pursuant to Labor Code Section 1775 and as a penalty to the City, Contractor shall forfeit not more than fifty dollars ($50)for each calendar day or portion thereof for each worker paid by Contractor or by any subcontractor less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed under the Contract. Pursuant to Labor Code Section 1810, Contractor acknowledges that eight(8) hours of labor shall constitute a legal day's work for all workers employed in the execution of this Contract. Contractor and any subcontractor under it shall comply with and be governed by the laws of the State having to do with working hours set forth in Division 2, Part 7, Chapter 1, Article 3 of the Labor Code as amended. Pursuant to Labor Code Section 1813 and as a penalty to the City, Contractor shall forfeit twenty-five dollars($25) for each worker employed for each calendar day in which the worker is required by the Contractor or by any subcontractor to work more than eight(8) hours per day and forty(40) hours in any calendar week for work done under the Contract. Pursuant to Labor Code Section 1815,work performed in excess of eight (8) hours per day and forty(40) hours during any one week is permitted upon compensation for all hours worked in excess of eight(8) hours per day at not less than one and one-half(1%)times the basic rate of pay. In compliance with the provisions of Labor Code Section 1776,the Contactor shall keep an accurate payroll record showing the name, address, social security number,work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by Contractor in connection with the Project. Each payroll record shall contain or be verified by a written declaration made under penalty of perjury, stating that the information is true and correct and the employer has complied with Labor Code Sections 1771, 1811, and 1815 for work performed on the Project. Said records shall be available for inspection at all reasonable hours, and copies shall be made available to any employee or his or her authorized representative,the State Division of Labor Standards Enforcement,the State Division of Apprenticeship Standards, and the City, upon request. Contractor agrees to comply with the provisions of Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and Contractor further agrees that it is responsible for compliance with this Section by itself and all of its subcontractors. 18. ANTITRUST CLAIMS Pursuant to Public Contract Code Section 7103.5, Contractor offers and agrees to assign to the City all rights,title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act(15 U.S.C. Sec. 15)or under the Cartwright Act(Chapter 2 (commencing with Section 16700)of Part 2 of Division 7 of the California Business and Professions Code)arising from purchases of goods, services, or materials pursuant to the Contract.This assignment shall be made and become effective at the time the City tenders final payment to Contractor without further acknowledgment by the parties. 19. OWNERSHIP OF DOCUMENTS AND WORK PRODUCT All documents, plans, specifications, reports, photographs, images, video files and media created or developed by Contractor pursuant to this Contract("Written Products")shall be and remain the property of the City without restriction or limitation upon its use, duplication or dissemination by the City. All Written Products shall be considered"works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the City without restriction or limitation upon their use, duplication or dissemination by the City. Contractor shall not obtain or attempt to obtain copyright protection as to any Written Products. Page 6 of 13 R6876-0001\1822982v 1.doc • 410 II PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Contractor hereby assigns to the City all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the City pursuant to the paragraph directly above this one. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Contract, and that the City has full legal title to and the right to reproduce the Written Products. Contractor shall defend, indemnify and hold the City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Written Products is violating federal, State or local laws, or any contractual provisions, or any laws relating to trade names, licenses,franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted,trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Contract. In the event the use of any of the Written Products or other deliverables hereunder by the City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at his or her expense, shall: (a)secure for City the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or(b) modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Contract. This covenant shall survive the termination of this Contract. Upon termination, abandonment or suspension of the Project, the Contractor shall deliver to the City all Written Products and other deliverables related to the Project. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an acceptable electronic format. 20. INDEMNIFICATION Contractor will defend, indemnify, protect and hold harmless the City and its officials, officers, employees, agents and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,fines, defensive costs or expenses, including without limitation interest attorneys'fees, experts'fees, and court costs, or liability of any kind or nature arising out of or in any way connected with, in whole or in part,the acts or omissions of Contractor or its officers, agents, employees or subcontractors which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Contract, excepting only liability arising out of the sole negligence or willful misconduct of the City, its officials, officers, employees, agents or volunteers. The provisions of this Section shall survive the expiration of this Contract. 21. INSURANCE The Contractor shall at all times during the term of the Contract carry, maintain, and keep in full force and effect a commercial general liability insurance policy or policies with the minimum limits of one million dollars($1,000,000)for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death, loss or property damage for products or completed operations and any and all other activities undertaken by Contractor in the performance of this Contract. Said policy or policies shall be issued by an insurer admitted to do business in the State and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. Contractor shall at all times during the term of this Contract, carry, maintain, and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000) per claim and aggregate for errors and/or omissions of Contractor in the performance of this Contract. Said policy or policies shall be issued by an insurer admitted to do business in the State and rated in Best's Insurance Guide with a rating of A:VII or better. If a"claims made" policy is provided, such policy shall be maintained in effect from the date of performance of work or services on the City's behalf Page 7 of 13 R6876-0001\1822982v 1.doc • PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES until three(3)years after the date of work or services are accepted as completed. Coverage for the post- completion period may be provided by renewal or replacement of the policy for each of the three (3) years or by a three-year extended reporting period endorsement,which reinstates all limits for the extended reporting period. If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the City. Renewal or replacement policies shall not allow for any advancement of such retroactive date. Contractor shall at all times during the term of this Contract obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance,with minimum of one million dollars ($1,000,000) per claim and occurrence and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and$500,000 for property damage arising from one incident. Said policy or policies shall be issued by an insurer admitted to do business in the State and rated in Best's Insurance Guide with a rating of A:VII or better. All required insurance policies shall remain in full force and effect through the full term of this Contract. Failure to provide and maintain the insurance required will constitute a material breach of the Contract. In addition to any other available remedies, the City may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage,the City may immediately terminate this Contract, or if insurance is available at a reasonable cost,the City may take out the necessary insurance and pay the premium thereon at Contractor's expense. The City shall be named as an additional insured on the commercial general liability policy. At all times during the term of this Contract, Contractor shall maintain on file with the City Clerk certificates of insurance evidencing that all of the aforementioned policies are in effect in the required amounts. The commercial general liability shall contain endorsements naming the City and its officers, agents and employees as additional insureds. The insurance provided by Contractor shall be primary to any coverage available to the City. The insurance policies(other than workers'compensation and professional liability) shall include provisions for waiver of subrogation. All insurance policies shall provide that the insurance carrier shall not cancel insurance coverage without thirty(30)days prior written notice to the City, or ten (10) days notice if cancellation is due to nonpayment of premium. Contractor agrees that it will not cancel or reduce said insurance coverage. Nothing herein shall be construed as a limitation of Contractor's liability, and the City agrees to timely notify Contractor of any negligence claim. 22. THIRD-PARTY CLAIM Pursuant to Public Contract Code Section 9201, the City has full authority to compromise or otherwise settle any claim relating to this Contract at any time. The City shall timely notify Contractor of the receipt of any third-party claim relating to the Contract. The City shall be entitled to recover its reasonable costs incurred in providing the notification required by Public Contract Code Section 9201(b). 23. WORKER'S COMPENSATION Pursuant to Labor Code Sections 1860 and 1861, Contractor signs and files with the City the following statement: "I am aware of the Provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers'Compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract." If Contractor has employees, a copy of the certificates evidencing such insurance shall be provided to the City prior to commencement of work. Page 8 of 13 R6876-0001\1822982v 1.doc • • PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES 24. SUBCONTRACTING Contractor shall adhere to all relevant provisions of the Subletting and Subcontracting Fair Practices Act, Public Contract Code section 4100 et seq. 25. NONDISCRIMINATORY EMPLOYMENT Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or condition of disability, and Contractor will ensure that any subcontractor likewise does not unlawfully discriminate against any individual on any of these bases. Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all federal statutes, State statutes, and local regulations and ordinances. 26. GENUINE BID Contractor hereby certifies that this bid is genuine and not a sham or collusive, or made in the interest or on behalf of any person or business not herein named. Contractor further certifies that Contractor has not directly or indirectly induced or solicited any other bidder to furnish a sham bid, or any other person or business to refrain from bidding, and Contractor has not in any manner sought by collusion to secure itself an advantage over any other bidder. Contractor also affirms that it has signed and submitted with its bid to the City a Noncollusion Declaration as required by Public Contract Code Section 7106. 27. INDEPENDENT CONTRACTOR Contractor is and shall at all times remain, as to the City, a wholly independent contractor. The personnel performing the Services under this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither the City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of the Contractor's employees except as set forth in this Contract, and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons, firms, or corporations at the Contractor wishes except as expressly provided in this Contract. Contractor shall have no power to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees are in any manner agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Contract, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Contract. Contractor shall fully comply with the workers'compensation law regarding Contractor and its employees, and Contractor further agrees to indemnify and hold the City harmless from any failure of Contractor to comply with applicable workers' compensation laws. The City shall have the right to offset against the amount of any fees due to Contractor under this Contract any amount due to the City from Contractor as a result of its failure to promptly pay to the City any reimbursement or indemnification arising under this section. 28. ASSIGNMENT Contractor shall not assign or transfer any interest in this Contract nor any part thereof,whether by assignment or novation, without the City's prior written consent.Any purported assignment without written consent shall be null and void, and Contractor shall hold harmless, defend and indemnify the City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Notwithstanding the above, Contractor may use the services of persons and entities not in Contractor's direct employ, when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories. The City shall not unreasonably restrict Contractor's use of subcontractors for additional services, provided Contractor notifies the City in advance. Page 9 of 13 R6876-0001\1822982v 1.doc • 411 II PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES 29. CONFLICTS OF INTEREST Contractor agrees not to accept any employment or representation during the term of this Contract or within twelve (12) months after completion of the work under this Contract which is or may likely make Contractor"financially interested,"as provided in Government Code Section 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Contract. 30. TERMINATION OF THE CONTRACT FOR CONVENIENCE City may cancel the Contract for any reason or for no reason upon thirty (30) days' written notice. Upon receipt, Contractor shall immediately cease work, except work Contractor is directed to complete by City or required to complete for public safety and convenience. Contractor shall immediately notify subcontractors and suppliers to immediately cease their work. Contractor will be paid without duplication for work completed in accordance with the Contract prior to the effective date of termination. In no event(including termination for impossibility or impracticability, due to conditions or events beyond the control of the City, for any other reason or for no reason)shall the total amount of money to Contractor exceed the amount which would have been paid to Contractor for the full performance of the services described in this Contract. 31. GOVERNING LAW AND VENUE Should either party to this Contract bring legal action against the other,the validity, interpretation,and performance of this Contract shall be controlled by and construed under the laws of the State, excluding California's choice of law rules. Venue for any such action relating to this Contract shall be in the Los Angeles County Superior Court. 32. ATTORNEYS' FEES If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Contract or because of an alleged dispute, breach, default or misrepresentation in connection with this Contract,the prevailing party shall be entitled to recover reasonable attorneys'fees, experts'fees, and other costs, in addition to any other relief to which the party may be entitled. 33. CITY NOT OBLIGATED TO THIRD PARTIES City shall not be obligated or liable under this Contract to any party other than Contractor. City shall timely notify Contractor of the receipt of any third-party claim relating to this Contract. City shall be entitled to recover its reasonable costs incurred in providing the notification required by section 30. 34. NOTICES Except as otherwise required by law, any notice, request, direction, demand, payment, consent,waiver, approval or other communication required or permitted to be given hereunder to the City shall not be effective unless it is given in writing and shall be delivered (a) in person or(b) by certified mail, postage prepaid, and addressed to the City at the address stated below, or at such other address as the City may hereafter notify Contractor in writing as aforementioned: To CITY: Mr. Michael Throne, Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Upon execution of this Contract, Contractor shall notify the City of its current mailing address, and shall thereafter notify the City of any change of address until the expiration of this Contract. Page 10 of 13 R6876-0001\1822982v 1.doc • 0 PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Exhibit"A": Scope of Work, Specifications(if any),and Contractor's Proposal R6876-0001\1822982v 1.doc 0 0 Scope of Work DESCRIPTION: Preparation for CIPP liner installation including: point repair to 18-inch & 24-inch pipe system (Line 19 and extension, see Map No. 5, attached) north of Grayslake Street cul-du-sac, invert repairs along full length as needed, exposing outlet sufficiently to allow for lining work. Proposal should include the following: • All labor, equipment, and materials • Combination Vactor for cleaning • CCTV Inspection Truck • Easement Excavator • Excavate to the top of pipe (approximately 8-10' deep) • Shoring (OSHA Standard or Plans stamped by an RCE) • Removing Top of CMP Pipe (for access) • Confined space entry to remove damaged CMP and rocks in pipe • Pumping non shrink grout in voids of invert • Replace with native soil • Complete removing soil from outlet of the 24" CMP • Post CCTV Inspection of work completed • Construction water meter for project • Insurance • Payment Bond (for bids $25,000 and exceeding) • 4111 PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three(3) business days after it has been deposited in the United States mail. For purposes of communicating these time frames,weekends and federal, state, religious, County of Los Angeles or City holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. 35. AUTHORITY TO EXECUTE THIS CONTRACT The person or persons executing this Contract on behalf of Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Contract. 36. TITLES The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it. 37. ENTIRE AGREEMENT This Contract, including any other documents incorporated herein by reference, represents the entire integrated agreement between the City and Contractor and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Contract may only be modified or amended, or provisions or breach may be waived, by written agreement signed by both parties. 38. CONSTRUCTION In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Contract or that portion of the Contract. 39. NON-WAIVER OF TERMS, RIGHTS AND REMEDIES Waiver by either party of any one or more of the conditions of performance under this Contract shall not be a waiver of any other condition of performance under this Contract. In no event shall the making by the City of any payment to Contractor constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by the City shall in no way impair or prejudice any right or remedy available to the City with regard to such breach or default. 40. SEVERABILITY Whenever possible, each provision of this Contract shall be interpreted in such a manner as to be valid under applicable law. If any term or portion of this Contract is determined by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remaining provisions of this Contract shall nevertheless continue in full force and effect and shall in no way be affected, impaired or invalidated. IN WITNESS WHEREOF,the parties hereto have executed this Contract as of the date and year signed below. 5- OR 2o15 �Y �,�(- .Q`�c„'�/tT* ckvr2trs Date: Contractor Name: Page 11 of13 R6876-0001\1822982v 1.doc • 4110 PUBLIC WORKS CONTRACT BETWEEN CITY AND PEFORMANCE PIPELINE TECHNOLOGIES Print name: Ge-IJ <— C (,4 SSllvii•i( (Authorized Contractor agent) Title: 0 ad-t, Signature: 0 Date: "4, I I 201 S CITY OF RANCHO PALOS VERDES A Municipal Corpor- o Signature: •'••• 4 ' • Michael Throne, Director of Public Works Page 12 of 13 R6876-0001\1822982v 1.doc 0 0 Performance Pipeline Technologies 5305Industrial Drive Huntington Beach, CA. 92649 Phone (714) 536-7386 To: City of Rancho Palos Verdes April 9, 2015 Attention: Ron Dragoo Quote# 3359 Phone: 310 544-5272 Fax 310 544-5292 Project: Point repair for a 18"/24"diameter storm drain pipe Located on Grayslake Road Line 19. Proposal includes the following: * All labor, equipment, and materials * Combination Vactor for cleaning * CCTV Inspection Truck * Easement Excavator * Excavate to the top of pipe (approximately 8-10' deep) * Shoring * Removing Top of CMP Pipe (for access) * Confined space entry to remove damaged CMP and rocks in pipe * Pumping non shrink grout in voids of invert * Replace with native soil * Complete removing soil from outlet of the 24" CMP * Post CCTV Inspection of work completed * Construction water meter for project Assumptions, Terms, and Conditions: * City will notify effected residents * Standard insurance endorsement * Net 30 Days Exclusions: * Any permits that may be required Pricing: $7,800.00 for excavation and compaction $4,450.00 a day for removing damaged CMP/Rocks and grouting Estimated time to complete will not exceed 3 Days Respectfully Submitted, ()------'—. Gene Glassburner Performance Pipeline Technologies License# 825 824 C-42 Small Business Certification# 36488