Vidiflo LLC (2014) • Y
CITY OF RANCHO PALOS VERDES
DESIGN PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 9th day of April,
2014, by and between the City of Rancho Palos Verdes (hereinafter referred to as the
"CITY") and Vidiflo,LLC (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as the Hesse Park Multi-Purpose Room (MPR)
Screen and lighting Improvements project.
1.2 Description of Services
CONSULTANT shall design and prepare plans and specifications for the
Hesse Park MPR Screen and lighting Improvements project, as described in the
CONSULTANT's Proposal, which is attached hereto as Exhibit "A" and 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.
Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSULTANT
shall perform with due diligence the services requested by the CITY. Time is of the
essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall
CONSULTANT be responsible for damages or be in default or deemed to be in default
by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish
timely information or to approve or disapprove CONSULTANT's work promptly, or delay
or faulty performance by CITY, other consultants/contractors, or governmental
agencies, or any other delays beyond CONSULTANT's control or without
CONSULTANT's fault.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT an amount not to exceed
fourteen thousand four hundred ninety-three dollars ($14,493) for services as described
in Article 1.
2.2 Terms of Compensation
CONSULTANT shall submit monthly invoices for the percentage of work
completed in the previous month. CITY agrees to authorize payment for all undisputed
invoice amounts within thirty (30) days of receipt of each invoice. CITY agrees to use
its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed
completion percentages within ten (10) days of the receipt of each invoice. However,
CITY's failure to timely notify CONSULTANT of a disputed amount or claimed
completion percentage shall not be deemed a waiver of CITY's right to challenge such
amount or percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.3 Prevailing Wages
CITY and CONSULTANT acknowledge that this project is a public work to
which prevailing wages apply. The Terms for Compliance with California Labor Law
Requirements is attached hereto as Exhibit "B" and incorporated herein by this
reference.
2.4 Additional Services
CITY may request additional specified work under this Agreement. All
such work must be authorized in writing by the CITY's Director of Public Works prior to
commencement. CONSULTANT shall perform such services, and CITY shall pay for
such additional services in accordance with CONSULTANT's Schedule of Hourly Rates,
which is within Exhibit "A," which in any case shall meet or exceed prevailing wage
rates. The rates in Exhibit "A" shall be in effect through the end of this Agreement.
2.5 Term of Agreement
This Agreement shall commence on April 8, 2014 and shall terminate on
March 16, 2015, unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification, Hold Harmless, and Duty to Defend
(a) Indemnity for Design Professional Services. In connection with its
design professional services and to the maximum extent permitted by law,
CONSULTANT shall hold harmless and indemnify CITY, and its officials, officers,
employees, agents and independent contractors serving in the role of CITY officials,
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and designated volunteers (collectively, "Indemnitees"), with respect to any and all
claims, demands, causes of action, damages, injuries, liabilities, losses, costs or
expenses, including reimbursement of attorneys' fees and costs of defense (collectively,
"Claims" hereinafter), including but not limited to Claims relating to death or injury to any
person and injury to any property, which arise out of, pertain to, or relate to in whole or
in part to the negligence, recklessness, or willful misconduct of CONSULTANT or any of
its officers, employees, subcontractors, or agents in the performance of its design
professional services under this Agreement.
(b) Other Indemnities. In connection with any and all claims, demands,
causes of action, damages, injuries, liabilities, losses, costs or expenses, including
attorneys' fees and costs of defense (collectively, "Damages" hereinafter) not covered
by Section 3.1(a), and to the maximum extent permitted by law, CONSULTANT shall
defend, hold harmless and indemnify the Indemnitees with respect to any and all
Damages, including but not limited to, Damages relating to death or injury to any person
and injury to any property, which arise out of, pertain to, or relate to the acts or
omissions of CONSULTANT or any of its officers, employees, subcontractors, or agents
in the performance of this Agreement, except for such loss or damage arising from the
sole negligence or willful misconduct of the CITY, as determined by final arbitration or
court decision or by the agreement of the parties. CONSULTANT shall defend
Indemnitees in any action or actions filed in connection with any such Damages with
counsel of CITY's choice, and shall pay all costs and expenses, including all attorneys'
fees and experts' costs actually incurred in connection with such defense. Consultant's
duty to defend pursuant to this Section 3.1(b) shall apply independent of any prior,
concurrent or subsequent misconduct, negligent acts, errors or omissions of
Indemnitees.
(c) All duties of CONSULTANT under Section 3.1 shall survive
termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with 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 CONSULTANT in the performance of this Agreement.
Said policy or policies shall be issued by an insurer admitted or authorized to do
business in the State of California and rated in A.M. Best's Insurance Guide with a
rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
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insurance with a minimum limit of one million dollars ($1,000,000) per claim and
aggregate for errors and/or omissions of CONSULTANT in the performance of this
Agreement. Said policy or policies shall be issued by an insurer admitted or authorized
to do business in the State of California 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 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.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement 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 five hundred thousand dollars ($500,000) for property damage arising from
one incident. Said policy or policies shall be issued by an insurer admitted or
authorized to do business in the State of California and rated in A.M. Best's Insurance
Guide with a rating of A:VII or better.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as
required by the law. CONSULTANT shall require any subcontractor similarly to provide
such compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage
shall not be cancelled or modified by the insurance carrier without thirty (30) days prior
written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of
premium. Additionally, CONSULTANT shall provide immediate notice to the CITY if
CONSULTANT receives a cancellation or policy revision notice from the insurer.
(b) CONSULTANT agrees that it will not cancel or reduce any required
insurance coverage. CONSULTANT agrees that if it does not keep the aforesaid
insurance in full force and effect, CITY may either immediately terminate this Agreement
or, if insurance is available at a reasonable cost, CITY may take out the necessary
insurance and pay, at CONSULTANT's expense, the premium thereon.
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3.7 Entire Policy and Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall
maintain on file with the CITY Clerk both a copy of the entire policy and a certificate of
insurance showing that the aforesaid policies are in effect in the required amounts. The
commercial general liability policy shall contain endorsements naming the CITY, its
officers, agents and employees as additional insureds.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any
coverage available to CITY. The insurance policies (other than workers compensation
and professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time, with or without
cause, by the CITY upon thirty (30) days prior written notice or by CONSULTANT upon
ninety (90) days prior written notice. Notice shall be deemed served if completed in
compliance with Section 6.15.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by
CONSULTANT, in an amount to be determined as follows: for work satisfactorily done
in accordance with all of the terms and provisions of this Agreement as determined by
the CITY, CONSULTANT shall be paid an amount equal to the percentage of services
performed prior to the effective date of termination or cancellation in accordance with
the work items; provided, in no event shall the amount of money paid under the
foregoing provisions of this paragraph exceed the amount which would have been paid
to CONSULTANT for the full performance of the services described in this Agreement.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, plans, specifications, reports, information, data,
exhibits, photographs, images, video files and media created or developed by
CONSULTANT pursuant to this Agreement ("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,
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shall be and remain the property of the CITY without restriction or limitation upon their
use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or
attempt to obtain copyright protection as to any Written Products.
CONSULTANT 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.
CONSULTANT 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
Agreement, and that the CITY has full legal title to and the right to reproduce the Written
Products. CONSULTANT 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.
CONSULTANT 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
Agreement. 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, CONSULTANT, at its 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 Agreement. This covenant shall survive the
termination of this Agreement.
Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables
related to the Project without additional cost or expense to the CITY. If CONSULTANT
prepares a document on a computer, CONSULTANT shall provide CITY with said
document both in a printed format and in an electronic format that is acceptable to the
CITY.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the Director of Public Works or his or her
designee, and CONSULTANT shall notify CITY of CONSULTANT's designated
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representative. These individuals shall be the primary contact persons for the parties
regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48), the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities
Act of 1990 (42 U.S.C. § 11200, et seq.).
6.3 Audit
The CITY or its representative shall have the option of inspecting,
auditing, or inspecting and auditing all records and other written materials used by
CONSULTANT in preparing its billings to the CITY as a condition precedent to any
payment to CONSULTANT. CONSULTANT will promptly furnish documents requested
by the CITY. Additionally, CONSULTANT 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 Agreement.
6.4 Personnel
CONSULTANT represents that it has, or shall secure at its own expense,
all personnel required to perform CONSULTANT's services under this Agreement. Any
person who performs engineering services pursuant to this Agreement shall be licensed
as a Civil Engineer by the State of California and in good standing. CONSULTANT
shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who
are assigned to perform the services hereunder and shall obtain the approval of the
Director of Public Works of all proposed staff members who will perform such services.
CONSULTANT may associate with or employ associates or subcontractors in the
performance of its services under this Agreement, but at all times shall CONSULTANT
be responsible for its associates and subcontractors' services.
6.5 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that: a) CONSULTANT
is licensed, qualified, and capable of furnishing the labor, materials, and expertise
necessary to perform the services in accordance with the terms and conditions set forth
in this Agreement; b) there are no obligations, commitments, or impediments of any kind
that will limit or prevent CONSULTANT's full performance under this Agreement; c) to
the extent required by the standard of practice, CONSULTANT has investigated and
considered the scope of services performed, has carefully considered how the services
should be performed, and understands the facilities, difficulties and restrictions
attending performance of the services under this Agreement.
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•
6.6 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12) months after completion of the
work under this Agreement which is or may likely make CONSULTANT "financially
interested" (as provided in California Government Code Sections 1090 and 87100) in
any decisions made by CITY on any matter in connection with which CONSULTANT
has been retained pursuant to this Agreement.
6.7 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled
by and construed under the laws of the State of California, excluding California's choice
of law rules. Venue for any such action relating to this Agreement shall be in the Los
Angeles County Superior Court.
(b) If any legal action or other proceeding, including action for
declaratory relief, is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection with this Agreement,
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.
(c) Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT
for its testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.8 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY. Any such purported
assignment without written consent shall be null and void, and CONSULTANT 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, CONSULTANT may use the services of
persons and entities not in CONSULTANT'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. CONSULTANT's use of
subcontractors for additional services shall not be unreasonably restricted by the CITY
provided CONSULTANT notifies the CITY in advance.
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6.9 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over
the conduct of CONSULTANT or any of the CONSULTANT's employees, except as
herein set forth, and CONSULTANT 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 as the CONSULTANT wishes except as expressly
provided in this Agreement. CONSULTANT 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. CONSULTANT 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. CONSULTANT agrees to pay all required taxes on amounts paid to
CONSULTANT under this Agreement, 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 Agreement.
CONSULTANT shall fully comply with the workers' compensation law regarding
CONSULTANT and its employees. CONSULTANT further agrees to indemnify and
hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers' compensation laws. The CITY shall have the right to offset against the amount
of any fees due to CONSULTANT under this Agreement any amount due to the CITY
from CONSULTANT as a result of its failure to promptly pay to the CITY any
reimbursement or indemnification arising under this Article.
6.10 Titles
The titles used in this Agreement are for general reference only and are
not part of the Agreement.
6.11 Entire Agreement
This Agreement, including any other documents incorporated herein by
specific reference, represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified or amended, or provisions or
breach may be waived, only by subsequent written agreement signed by both parties.
6.12 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement 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 Agreement or who
drafted that portion of the Agreement.
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6.13 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT 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 CONSULTANT, 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.
6.14 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
6.15 Notice
Except as otherwise required by law, any payment, notice or other
communication authorized or required by this Agreement shall be in writing and shall be
deemed received on (a) the day of delivery if delivered by hand or overnight courier
service during CONSULTANT's or CITY's regular business hours or (b) on the third
business day following deposit in the United States mail, postage prepaid, to the
addresses listed below, or at such other address as one party may notify the other:
To CITY:
Michael Throne, P.E. Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Richard Rosensweig, Chief Executive Manager
Vidiflo, LLC
5318 E. 2nd St., # 576
Long Beach, CA 90803
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
VI DI FLO LLC ("CONSULTANT")Dated. 4/4
By: atIA4, ei fY/,e,
Printed Namer.TRAW-i-P-DSEiq‘((-7
Title: Chief Executive Manager
Dated: Lk.1 f l,-t CITY OF RANCHO PALOS VERDES
("CITY")
By: :"F',
Acting Ci Manager
ATTEST: APPROVED AS TO FORM:
By: By:
City Clerk City Attorney
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1 .
EXHIBIT "A"
Consultant' s proposal & schedule of hourly rates
V 1 D I F L OL LC Proposal Number. P14030702
5318 E. 2nd St.,#576
Long Beach, CA 90803-5354
562-743-3499
Service Proposal
........
r- Customer i
Name City of Rancho Palos Verdes Date 3/7/2014
Address 30940 Hawthorne Blvd. Order No.
City Rancho Palos Verdes State CA ZIP 90275 Delivery 4-6 wres After Recut of Order
Attn: Siamak Motahan Freight On Board Origin
Qty Description Unit Price i TOTAL
1 VIDIFLO AudioVisual Engineering&Design Consulting $10,475.00 $10,475.00
Services for Hesse Park Multi Purpose Room(MPR
Site Survey
Assess Existing Facilities,Verify As-Builts,
Locate Electrical Panels&Power Distibution, Inspect
Ceiling Structure and Access,Determine Optimal Infrastrucure
Locations and Optimal Curtain Path and Storage Location
Deliverables:
Scope of Work for Integration, Plans to include:
Site, Existing Facility&Lighting,"Demolition",New MPR Floor, Refl
Reflected Ceiling,Lighting, Lighting Structural, Lighting
Electrical&Power,Track&Curtain Structural.
Lighting Equipment Bill of Materials(BOM),Track&Curtain
BOM&Aural Report to Staff and/or Council.
1 Professional Engineering(P.E.)Stamps for Electrical $3,800.00 $3,800.00
&Structural Drawings
1 Vidiflo Presentation Materials and Printing Supplies $200.00 $200.00
Su bTota l $14,475.00
Approval Shipping&Handling
Taxes State $18.00
Name TOTAL $14,493.00
Office Use Only
Date
}
EIN#32-0275117
We Appreciate The Opportunity To Work With You!
.
EXHIBIT "A"
Co s 1 ant' s proposal & schedule of hourly rates
VIDIFLO L
/ L
AUDIOVISUAL&TELEVISION BROADCAST SYSTEMS
Engineering Consulting Rate Sheet
Engineering Consulting Services for Audiovisual &Television Systems design &specification.
Hourly Rate: $150.00 Minimum charge is$300.00(2 Hrs.)
Charges for approved presentation materials billed on a project basis.
Field Engineering Service Rate Sheet
7am-6pm M-F 6pm-11pm M-F 11pm-7am M-Sat
& &
7am-6pm Sat All Day Sun
2 Hour Minimum Charge $325.00 $400.00 $550.00
Each Additional Hour $150.00 $190.00 $240.00
Billed to the nearest%Hour
Any materials utilized shall be pre-approved and billed on as as-needed basis.
Shipping costs and applicable sales tax is added to invoice.
Rev 113-7-14
Exhibit "B":
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. Consultant acknowledges that the project as defined in this Agreement
between Contractor and the City, to which this Terms for Compliance with California
Labor Law Requirements is attached and incorporated by reference, is a "public work"
as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this
Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section
1771 and (b) the rules and regulations established by the Director of Industrial Relations
("DIR") implementing such statutes. Consultant shall perform all work on the project as
a public work. Consultant shall comply with and be bound by all the terms, rules and
regulations described in 1(a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in
certain contracts. The inclusion of such specific provisions below, whether or not
required by California law, does not alter the meaning or scope of Section 1 above.
3. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of
per diem wages for each craft, classification, or type of worker needed to perform the
Agreement are on file at City Hall and will be made available to any interested party on
request. Consultant acknowledges receipt of a copy of the DIR determination of such
prevailing rate of per diem wages, and Consultant shall post such rates at each job site
covered by this Agreement.
4. Consultant shall comply with and be bound by the provisions of Labor
Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to
workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a
penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion
thereof, for each worker paid less than the prevailing rates as determined by the DIR for
the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
5. Consultant shall comply with and be bound by the provisions of Labor
Code Section 1776, which requires Consultant and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection
as provided by Section 1776; and inform the City of the location of the records.
6. Consultant shall comply with and be bound by the provisions of Labor
Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8,
section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for
all apprenticeable occupations. Prior to commencing work under this Agreement,
Consultant shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within sixty (60) days after concluding work pursuant to this
Agreement, Consultant and each of its subcontractors shall submit to the City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
7. Consultant acknowledges that eight (8) hours labor constitutes a legal
day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
Consultant shall comply with and be bound by the provisions of Labor Code Section
Exhibit"B"
R6876-0001\1701755v2.doc Agreement for Design Professional Services
1813 concerning penalties for workers who work excess hours. The Consultant shall,
as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the
performance of this Agreement by the Consultant or by any subcontractor for each
calendar day during which such worker is required or permitted to work more than eight
(8) hours in any one (1) calendar day and forty (40) hours in any one calendar week in
violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in
excess of 8 hours per day, and 40 hours during any one week shall be permitted upon
public work upon compensation for all hours worked in excess of 8 hours per day at not
less than 11/2 times the basic rate of pay.
8. California Labor Code Sections 1860 and 3700 provide that every
employer will be required to secure the payment of compensation to its employees. In
accordance with the provisions of California Labor Code Section 1861, Consultant
hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
9. For every subcontractor who will perform work on the project, Consultant
shall be responsible for such subcontractor's compliance with Chapter 1 and Labor
Code Sections 1860 and 3700, and Consultant shall include in the written contract
between it and each subcontractor a copy of those statutory provisions and a
requirement that each subcontractor shall comply with those statutory provisions.
Consultant shall be required to take all actions necessary to enforce such contractual
provisions and ensure subcontractor's compliance, including without limitation,
conducting a periodic review of the certified payroll records of the subcontractor and
upon becoming aware of the failure of the subcontractor to pay his or her workers the
specified prevailing rate of wages. Consultant shall diligently take corrective action to
halt or rectify any failure.
10. To the maximum extent permitted by law, Consultant shall indemnify, hold
harmless and defend (at Consultant's expense with counsel reasonably acceptable to
the City) the City, its officials, officers, employees, agents and independent contractors
serving in the role of City officials, and volunteers from and against any demand or
claim for damages, compensation, fines, penalties or other amounts arising out of or
incidental to any acts or omissions listed above by any person or entity (including
Consultant, its subcontractors, and each of their officials, officers, employees and
agents) in connection with any work undertaken or in connection with the Agreement,
including without limitation the payment of all consequential damages, attorneys' fees,
and other related costs and expenses. All duties of Consultant under this Section shall
survive termination of the Agreement.
Exhibit"B"
R6876-0001\1701755v2.doc Agreement for Design Professional Services