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CC SR 20160202 02 - Port Bend Landslide Dewatering WellsCITY OF tiRANCHO PALOS VERDES MEMORANDUM TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS FROM: MICHAEL THRONE, PE, DIRECTOR OF PUBLIC WORKS DATE: FEBRUARY 2, 2016 SUBJECT: CONSIDER AWARD OF CONSTRUCTION AND CONSTRUCTION MANAGEMENT CONTRACTS FOR THE INSTALLATION OF DEWATERING WELLS IN THE PORTUGUESE BEND LANDSLIDE (SUPPORTS 2014 CITY COUNCIL GOAL, #2 INFRASTRUCTURE) REVIEWED: DOUG WILLMORE, CITY MANAGERG"A" Project Manager: Ron Dragoo, Principal Engineet5T-1' RECOMMENDATIONS 1. Approve the design of the Portuguese Bend Landslide Dewatering Wells Project; 2. Award a Construction Contract to Abundant Water Wells in the amount of $699,678.00 for the installation of up to 9 dewatering wells and authorize a construction contingency in the amount of $77,677.00 (approximately 11 %); 3. Award a Professional Services Contract to Sunbeam Consulting in the amount of $32,645.00 to provide construction management oversight and inspection services; and 4. Authorize the Mayor and City Clerk to execute the agreements, subject to approval as to form by the City Attorney. FISCAL IMPACT Budgeted Amount: $810,000 Encumbered to Date: $ 0 Construction Contract $699,678 Contingency $ 77,677 Consultant Contract $ 32,645 Fund Balance $ 0 1 Account Number: 330-3043-461-73-00 Funding has been appropriated for the design and construction of the project. BACKGROUND The Portuguese Bend landslide began moving in 1956. Over time, the landslide has become more of a land flow, in that movement is slower than the original movement and relatively consistent; however, the ground movement damages Palos Verdes Drive South and affects the Los Angeles County Sanitation Districts' main trunk lines servicing the south-westerly Palos Verdes Peninsula. Removing groundwater is one tool that has been proven to assist in slowing ground movement. The project provides for the installation of nine (9) dewatering wells and includes re -drilling six (6) previously high-flow producing wells and drilling three (3) new wells along the northern edge of Burma Road. The placement of the new wells are based on ground water flows associated with uphill water infiltration. Accordingly the wells are being placed strategically to intercept the ground water flows before they enter the active Portuguese Bend Landslide. This project is a component of a larger strategic plan that will outline options and alternatives to slowing or otherwise mitigating the land movement. DISCUSSION This project will address ground water removal in the Portuguese Bend landslide. Bids were received and opened on December 17, 2015. The bid results are shown below: CONTRACTOR BID AMOUNT Abundant Water Wells $699,678 ABC Liovin Drilling $769,950 Yellow Jacket Drilling $801,450 Engineer's Estimate of Cost $765,000 The bids were reviewed for consistency with bid requirements, and Abundant Water Wells is the lowest, responsive, responsible bidder. Abundant Water Wells has worked on similar projects in the past with satisfactory results. The bid documents are in order and their contractor's license is current. Abundant Water Wells appears to have the skills to perform the required drilling and installation of equipment necessary to successfully establish dewatering wells in the Portuguese Bend landslide. The project will require additional professional services for construction management and inspection. Staff has used Sunbeam Consulting for construction management and inspection services in the past, and their performance has been excellent. An inspector and construction manager are available to assist the City with this project. Accordingly 2 Staff recommends awarding a Professional Services Contract to Sunbeam Consulting for construction management and inspection services in the amount of $32,645. The project has been determined to be categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under the following Categorical Exemptions: Class 1 -Section 15301 (Existing Facilities), Class 3 -Section 15303 (New Construction or Conversion of Small Structures) and Class 4 -Section 15304 (Minor Alterations to Land). CONCLUSION Installation of dewatering wells within the Portuguese Bend Landslide will remove ground water in an effort to slow landslide movement. To that end, staff is requesting the City Council approve the design of the Portuguese Bend Dewatering Wells Project as presented and authorize the construction contract to Abundant Water Wells in the amount of $699,678 for the installation of up to 9 dewatering wells, and authorize staff to use op to an additional $77,677 (about 11 %) for a project contingency to address unforeseen construction issues, and to award a Professional Services Contract to Sunbeam Consulting in the amount $32,645 for construction management and inspection services. ALTERNATIVES This project will install three new wells and re -drill (revitalize) the existing 6 wells in Portuguese Bend. Alternatives to staff's recommendation are: A) Reject all bids. B) Consider modifying the number of wells to be installed through this project to a maximum of wells. Attachments A. Construction Agreement (Page A - 4) B. Professional Services Agreement (Page B - 46) C. Map (Page C - 74) 3 Attachment A Construction Agreement (Sample Contract and Proposal) CITY OF RANCHO PALOS VERDES PUBLIC WORKS AGREEMENT PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT THIS AGREEMENT ("Agreement") is made and entered this 211 day of February, 2016, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and Abundant Water Wells ("Contractor"). Contractor's license number is 981850. In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Scope of Services. Contractor shall perform the work and provide all labor, materials, equipment and services in a good and workmanlike manner for the project identified as PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT ("Project"), as described in this Agreement and in the Bid Documents (including the Notice Inviting Sealed Bids, the Instructions to Bidders, the General Provisions, the Special Provisions, the Proposal, Appendices I AND II, and all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any said documents), which are on file with the Department of Public Works and incorporated herein by this reference, including miscellaneous appurtenant work. 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. Extra Work. Extra work, when ordered in writing by the Director of Public Works and accepted by the Contractor, shall be paid for under written work order in accordance with the terms therein provided. Payment for extra work will be made at the unit price or lump sum previously agreed upon in writing between the Contractor and the Director of Public Works. All extra work shall be adjusted daily upon report sheet furnished by the Contractor, prepared by the Director of Public Works, and signed by both parties, and said daily report shall be considered thereafter the true records of extra work done. 3. Effective Date. This Agreement is effective as of the date listed above, and shall remain in full force and effect until Contractor has rendered the services required by this Agreement. 4. Time. Time is of the essence in this Agreement. 5. Force Majeure. Neither the City nor Contractor shall be responsible for delays in performance under this Agreement 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 Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice. &MR, 6. Compensation. In consideration of the services rendered hereunder, City shall pay Contractor a not to exceed amount of Six Hundred Ninety -Nine Thousand Six Hundred Seventy -Eight Dollars ($699,678.00) in accordance with the prices as submitted in Contractor's Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference. 7. Payments. City shall make payments within thirty (30) days after receipt of an undisputed and properly submitted payment request from Contractor. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. A 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 Agreement 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. 8. Substitute Security. a) At the written request and expense of Contractor, securities equivalent to any moneys withheld by the City to ensure performance under this Agreement shall be deposited with the City, or with a state or federally chartered bank in the State of California as the escrow agent, that shall then pay those moneys to Contractor. Upon satisfactory completion of the Agreement, the securities shall be returned to Contractor. b) Alternatively, Contractor may request that 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 Agreement, 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. C) 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. d) 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. Further M mandatory details are provided in Public Contract Code Section 22300(d), which is incorporated herein by this reference. e) 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), which is incorporated herein by this reference. 9. 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 "B." 10. 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, 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 Agreement. 11. 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 Agreement, but shall proceed with all work to be performed under the Agreement. 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 shall keep accurate, detailed records of all disputed work, claims and other disputed matters. 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 these provisions are incorporated herein by this reference. 12. Default and Remedies. Default shall consist of any failure by the Contractor to perform under this Agreement or written amendments thereto or any breach of any covenant, agreement, provision or warranty provided by the Contractor as a part of this Agreement. Actions which constitute a default include, but are not limited to: (1) failure to submit to the City reports which are required pursuant to this Agreement or the submission of required reports that are incorrect or incomplete; (2) submission of requests for payment or reimbursement of amounts that are incorrect or incomplete; (3) the failure of Contractor to accept any additional conditions which may be required by law, by executive order, by regulation or by other policy announced by the City, the state or any federal agency; or (4) failure to perform any activity required by this Agreement. Om Upon occurrence of any default, the City shall advise Contractor in writing of the action constituting the default, and specify the actions that must be taken to cure the default. The City may suspend payment under the Agreement. If Contractor does not cure the default within thirty (30) days of receipt of written notice from the City, the City may continue the suspension or, by written notice of termination, may terminate this Agreement. Notwithstanding the above, Contractor shall not be relieved of liability to the City for damage sustained by the City by virtue of any default or breach of the Agreement, and the City may deduct the amount of damages from any outstanding payments to Contractor or may withhold payments until such time as the exact amount of the damages is determined. 13. Termination. This Agreement may be canceled by the City at any time with or without cause without penalty upon thirty (30) days' written notice. In the event of termination without fault of Contractor, City shall pay Contractor for all services satisfactorily rendered prior to date of termination as determined by the City, and such payment shall be in full satisfaction of all services rendered hereunder. 14. Indemnity. a) Contractor's Duty. To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold harmless the City, its elected officials, officers, employees, volunteers, agents, successors, assigns, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, proceedings, suits, losses, bid protests, stop notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of or incident to any act, failure to act, error or omission of Contractor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising out of the Agreement, including without limitation, the payment of all consequential damages, attorneys' fees, experts' fees, and other related costs and expenses (individually, a "Claim," or collectively, "Claims"). Further, Contractor shall appoint competent defense counsel approved by the City Attorney at Contractor's own cost, expense and risk, to defend any and all such Claims that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such Claim. Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable. b) Bid Protests. In addition to its obligations pursuant to Section 13(a), Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. • C) Civil Code Exception. Nothing in Section 13(a) shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code section 2782(a) or the City's active negligence to the limited extent that the underlying Agreement is subject to Civil Code section 2782(b). d) Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. e) Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all Claims arising out of or incident to the activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent or subsequent active or passive negligence by Indemnitees. f) Survival. The provisions of this Section 13 shall survive the termination of this Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 15. Incorporation by Reference. All of the following documents are attached hereto and incorporated herein by this reference: City of Rancho Palos Verdes Instructions for Execution of Instruments; Insurance Requirements for the City of Rancho Palos Verdes Public Works Contract; Workers' Compensation Certificate of Insurance; Additional Insured Endorsement (Comprehensive General Liability); Additional Insured Endorsement (Automobile Liability); and Additional Insured Endorsement (Excess Liability). 16. Record -Keeping and Reporting. a) Records to be Kept. Certified payroll document documents shall be kept and maintained by the contractor for a period of three years. Record drawings shall be kept during construction by the contractor and presented to the City prior to project close out. b) Documentation of Costs. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, vouchers, orders or other accounting documents. All documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible. C) Inspection of Records. At any time during normal business hours and as often as City may deem necessary, the Contractor shall make available to any of these entities for examination all of its records, with respect to all matters covered by this Agreement, and will permit any of these entities to audit, examine and make Ow excerpts or transcripts from such records, including contracts, invoices, materials, payrolls, records of personnel, conditions of employment and any other data relating to matters covered by this Agreement. 17. Antitrust Claims. In entering into this Agreement, 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 Agreement. This assignment shall be made and become effective at the time the City tenders final payment to Contractor without further acknowledgment by the parties. 18. Trenching and Excavations. 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: 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; subsurface or latent physical conditions at the site differing from those indicated; or 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 Agreement. 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. 19. Utilities. The City acknowledges its responsibilities under Government Code section 4215 and incorporates that section herein by this reference. 20. Location of Existing Elements. 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 by the City. 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), utilizing specialized locating equipment and/or hand trenching. 21. Independent Contractor. Contractor 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 Contractor or any of the Contractor's employees, except as herein set forth, 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 Agreement. Contractor shall have no power to incur any debt, obligation, or liability on behalf of the City, bind the City in any manner, 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 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 A-10 independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and its employees. 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 compensation due to Contractor under this Agreement 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. 22. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. The Agreement to Comply with California Labor Law Requirements is attached hereto and incorporated herein by this reference. Eight hours of labor constitutes a legal day's work. 23. Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, the Contractor 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 under- take 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." 24. Subcontracting. Contractor shall adhere to all provisions of the Subletting and Subcontracting Fair Practices Act, Public Contract Code Section 4100 et seq., which is incorporated herein by this reference. 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. Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations. 26. Debarred, Suspended or Ineligible Contractors. Contractor shall not be debarred throughout the duration of this Agreement. Contractor shall not perform work with debarred subcontractor pursuant to California Labor Code Section 1777.1 or 1777.7. 27. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs pursuant to this Agreement. 28. Bonds. Contractor shall obtain faithful performance and payment bonds, each in an amount that is not less than the total compensation amount of this Agreement, and nothing in this Agreement shall be read to excuse this requirement. The required forms entitled Payment Bond (Labor and Materials) and Performance Bond are attached hereto and incorporated herein by this reference. Contractor shall also obtain a one-year warranty bond in an amount that is not less than the total compensation amount of this Agreement and in a form approved by the City Attorney and shall deliver A-11 this bond to the City before the City's acceptance of the project; alternatively, the Contractor shall submit written evidence from the surety of an extension to its performance bond, to be effective for a year after acceptance by the City, and shall submit this extension before the City's acceptance of the Project. 29. Contractor's Representations. Contractor represents, covenants and agrees that: a) Contractor 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 its full performance under this Agreement; c) there is no litigation pending against Contractor, and Contractor is not the subject of any criminal investigation or proceeding; and d) to Contractor's actual knowledge, neither Contractor nor its personnel have been convicted of a felony. 30. Conflicts of Interest. Contractor 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 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 Agreement. 31. Third Party Claims. City shall have full authority to compromise or otherwise settle any claim relating to the Agreement at any time. City shall timely notify Contractor of the receipt of any third -party claim relating to the Agreement. City shall be entitled to recover its reasonable costs incurred in providing this notice. 32. Non -Assignability; Subcontracting. Contractor shall not assign or transfer any interest in this Agreement 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, void, and of no effect, 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 or relating to any unauthorized assignment. 33. Applicable Law. 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. 34. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 35. Authority. The person executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 36. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, A-12 nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 37. 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. 38. 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 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. 39. Notice. Except as otherwise required by law, any 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 Contractor'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, Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONTRACTOR: The address listed in Exhibit "A." 40. Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. 41. 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. 42. Location of Existing Elements. The methods used and costs involved to locate existing elements, points of connection and all construction methods are the Contractor's sole responsibility. Accuracy of information furnished, as to existing conditions, is not guaranteed by the City. 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), utilizing specialized locating equipment and/or hand trenching. A-13 43. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs pursuant to this Agreement, including those governing the funds provided under this Agreement. 44. Ownership of Documents and Work Product. a) 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, 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 to this paragraph. b) 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. C) 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. A-14 45. Amendment. The City or Contractor may only modify or amend this Agreement or any provision herein in a writing signed by both parties which expressly refers to this Agreement. The City may, at its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amount, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as a part of this Agreement, such modifications will be incorporated only by written amendments signed by both the City and Contractor. [signatures on next page] A-15 IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written. ATTEST: go CITY OF RANCHO PALOS VERDES Mayor APPROVED AS TO FORM: By: City Clerk City Attorney Dated: Abundant Water Wells ("CONTRACTOR") By: Printed Name: Title: If sole proprietor only one signature is required In Printed Name: Title: A-16 EXHIBIT A CONTRACTOR'S PROPOSAL A-17 PROPOSAL CITY OF RANCHO PALOS VERDES PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT TO THE DIRECTOR OF PUBLIC WORKS, CITY OF RANCHO PALOS VERDES: The undersigned, as bidder, declares that: (1) this proposal is made without collusion with any other person, firm or corporation, and that the only persons or parties interested as principals are those named herein; (2) bidder has carefully examined the project plans, specifications, instructions to bidders, proposal, notice to contractors and all other information furnished therefore and the site of the proposed work; (3) bidder has investigated and is satisfied as to the conditions to be encountered, the character, quality and quantities of work to be performed and materials to be furnished. Furthermore, bidder agrees that submission of this proposal shall be conclusive evidence that such examination and investigation have been made and agrees, in the event this contract be awarded to bidder, to enter into a contract with the CITY OF RANCHO PALOS VERDES, to perform said proposed work in accordance with the plans, if any, and the terms of the specifications, in the time and manner therein prescribed, and to furnish or provide all materials, labor, tools, equipment, apparatus and other means necessary so to do, except such thereof as may otherwise be furnished or provided under the terms of said specifications, for the following stated unit prices or lump -sum price as submitted on the Schedule attached hereto: The bidder shall submit as part of this proposal a completed copy of the Contractor's Industrial Safety Record. Accompanying this proposal is (Insert) "$ "cash," "Cashier's Check," "certified check," or "Bid Bond," as the case may be) in the amount equal to at least ten percent (10%) of the total aggregate bid price hereof based on the quantities shown and the unit prices quoted in the Bid Schedule. The undersigned further agrees that should he/she be awarded the contract on the basis hereof and thereafter, defaults in executing the required contract, with necessary bonds and documents, within ten (10) days, not including Sundays and legal holidays, after having received notice that the contract has been awarded and is ready for signature, the proceeds of the security accompanying his bid shall become the property of the CITY OF RANCHO PALOS VERDES and this proposal and the acceptance thereof may be considered null and void. The undersigned certifies to have a minimum of five (5) consecutive years of current experience in the type of Work related to this Project and that this experience is in actual operation of the firm with permanent employees performing a part of the Work as distinct from a firm operating entirely by subcontracting all phases of the Work. The undersigned also certifies to be properly licensed by the State as a contractor to perform this type of Work and further certifies to have been so licensed for the five (5) years immediately preceding the date of receipt of Bids. The undersigned po ss es California Contractor's License Number "' , Class ,which expires on Signature(s) of bidder: P - I • If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, also names of president, secretary, treasurer, and manager thereof. Two notarized officer's signatures and the corporate seal are required for corporations. Legal Business Name:} �i7 �h�1�--.• Address: U. a 1�-21 3t -a I Telephone: Contact:i Proposals which do not show the Contractor's License Number and expiration date of the Bidder's License under the provisions of Chapter 9 of Division 3 of the Business & Professional Code will be rejected. Bid Date U- 11-+1 2-04 This information must include all construction work undertaken in the State of California by the bidder and partnership joint venture or corporation that any principal of the bidder participated in as a principal or owner for the last five calendar years and the current calendar year prior to the date of bid submittal. Separate information shall be submitted for each particular partnership, joint venture, corporate or individual bidder. The bidder may attach any additional information or explanation of data which bidder would like to be taken into consideration in evaluating the safety record. An explanation must be attached of the circumstances surrounding any and all fatalities. P-2 A-19 CITY OF RANCHO PALOS VERDES BID SHEET PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT To the Honorable Mayor and Members of the City Council: In compliance with the Notice Inviting Sealed Bids, the undersigned hereby agrees to enter into a contract to furnish all labor, materials, equipment and supplies for the project identified as PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT in accordance with the specifications and plans for demolition, construction and installation in the Contract Documents which are on file in the office of the Director of Public Works of the City of Rancho Palos Verdes to the satisfaction and under the direction of the Director of Public Works at the following prices: LUMP SUM ITEMS SHALL INCLUDE PROVIDING AND INSTALLATION OF ALL COMPONENTS STIPULATED WITHIN THE CONTRACT DOCUMENTS AND NECESSARY INCIDENTALS TO FACILITATE PROVIDING SAID COMPONENTS. SURVEY, GRADING, AND BMPS SHALL BE CONSIDERED INCLUDED IN THE INDIVIDUAL BID ITEMS. NO ADDITIONAL PAYMENTS WILL BE MADE. The quantities reflected on the plans and in the bid -sheets are representative of the amount of work for each item on the project, but are not final quantities to be used for computing payment. Payment will be based on the measurement of actual work completed. The contractor must notify in writing to the project manager of all discrepancies between actual bid quantities and those shown in the bid document prior to commencement of work in any area of the project. P-3 A-20 BID SCHEDULE Item No. Description Estimated Quantity Unit Meas. Unit Price Extended Amount PHASE 1 DRILLING DEWATERING WELLS 12" Dia. 400 LF PHASE II 2 DEWATERING WELL PUMPING EQUIPMENT 1 EA .Z ,` ,r 7 7 �7 S ELECTRICAL EQUIPMENT AND CONNECTION 1 LSj� 4 INSTALLATION METER AND VALVE 1 EA I! CI OD 5 INSTALLATION OF PVC DISCHARGE LINE 800 LF Z — 6 WELL HOUSING COVER1 SITE PREPERATION RESTORATION AND SLOPE PROTECTION EA c7D — -34�D — 7 1 LS Liber — _ V.M50 TOTAL BID SCHEDULE 7p� TOTAL DEWATERING WELL BID SCHEDULE IN NUMBERS: $ J J-, 7(/ 2 - TOTAL DEWATERING WELL BID SCHEDULE IN WORDS: n YPd1 J.4 Lm"&ku",.�J . BASE BID: the base amount used to establish the low bidder shall be determined by multiplying the dewatering well bid amount by 9. Nine is the number of dewatering well installations that are anticipated to be installed during this project. DEWATERING WELL BID X 9 TOTAL BASE BID SCHEDULE IN NUMBERS: $ TOTAL BASE BID SCHEDULE IN WORDS: The contract shall be awarded to the lowest responsible bidder based on the TOTAL BASE BID. P-4RA A-21 Note: Some items may be adjusted or deleted. Any changes to the quantities for these items shall not classify as a substantial change as stipulated in Section 3-2.2.1 of the Standard Specifications. Therefore, regardless of total actual amount (percentage) compared to estimated quantities, the unit prices provided above by the Bidder shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities, and if this right is exercised, the Contractor will not be entitled to any additional compensation. Cost of all export of material shall be included in the above unit costs; no additional compensation will be granted for such expenses. The Contract shall be awarded to the lowest responsible Bidder based on the total Bid price. This proposal shall include provision for at -risk youth employment per specification and grant requirements. P-5 A-22 INFORMATION REQUIRED OF BIDDER Fill out all of the following information. Attach additional sheets if necessary. (1) Bidder's name: i- W -a I- (2) If the Bidder's name is a fictitious name, who or what is the full name of the registered owner? If the Bidder's name is not a fictitious name, write "NIX' in the response to this question. If you are doing business under a fictitious name, provide a copy of the filed valid Fictitious Business Name Statement. (3) Business address: it 3b LiDN-� •" CA -5-',557 (4) Telephone: LL ( 7--L3 y43 Facsimile: (5) Type of firmlndivi a artnership, LLC or Corporation: (6) Corporation organized under the laws of the state of: (7) California State Contractor's License Number and Class:fisD (8) DIR Contractor Registration Number: (9) List the name and title of the person(s) who inspected the site of the proposed Work for your firm: (10) Number of years' experience the company has as a contractor in construction work: (11) List the names, titles, addresses and telephone numbers of all individuals, firm members, partners, joint venturers, and company or corporate officers having a principal interest in this Proposal: List at least three similar projects completed as of recent date: Contract Amount Class of Work Date Completed Name, Address of Owner, & Telephone No. 12 - 0PAICV 5-0q-10111 W &&WA�1 -In (,08,g3 1 ( Io --1z - 15- t 6 b 353- (12) NOTE: Upon request of the CITY, the bidder shall furnish evidence showing a notarized P-6 A-23 financial statement, financial data, constriction experience, or other information. (13) "Bidder shall be properly licensed at the time of bid submission or the bid shall be considered non-responsive and shall be rejected." P-7 A-24 REFERENCES For all public agency projects in excess of $300,000 you are currently working on or have worked on in the past five (5) years, provide the following information: Project 1 Name/ NumbCr Project Description Approximate Construction Dates Agency Name: Contact Person: Address: From: To: Telephone: Original Contract Amount: $ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 2 Name/ Number Project Description Approximate Construction Dates Agency Name: Contact Person: Address: From: To: P-8 Telephone: A-25 Original Contract Amount: $ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 3 Name/ Number Project Description Approximate Construction Dates Agency Name: Contact Person: Address: From: To: Telephone: Original Contract Amount: $ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. P-9 A-26 Project 4 Name/ Number -.--- Project Description Approximate Construction Dates From: f To: Agency Name: Contact Person: ___ Telephone: Address: Original Contract Amount: $, _ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 5 Name/ Number Project Description Approximate Construction Dates From: To: Agency Name: Contact Person: _ _ Telephone: Address: — Original Contract Amount: $_ __ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) P-10 A-27 Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 6 Name/ Number, Project Description _ Approximate Construction Dates From: To: Agency Name: . Contact Person: Telephone: Address: Original Contract Amount: $_ _ Final Contract Amount: $ If final amount is different from original amount, please explain (change orders, extra work, etc.) Did you file any claims against the Agency? Circle one: Yes No Did the Agency file any claims against you? Circle one: Yes No If you answered yes to either of the above two questions, please explain and indicate outcome of claims. P-11 • STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES CONCERNING THE CONTRACTORS' LICENSING LAWS [Business & Professions Code 7028.151 [Public Contract Code 20103.51 I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below: Business & Professions Code 7028.15: (a) It is a misdemeanor for any person to submit a bid to a public agency in order to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases: (1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now ` 20103.5] of the Public Contract Code. (b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both. In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, "the price of the contract" for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1. However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure. (d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractor to render services within the scope of their respective practices. (e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered non-responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract P-12 A-29 or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to 7028.13 inclusive. Any contract awarded to, or any purchase order issued to, a contractor who is not licensed pursuant to this chapter is void. (f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. (g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient. Public Contract Code 20103.5: In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractor's State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law including, but not limited to, any appropriate disciplinary action by the Contractor's State License Board. The agency shall include a statement to that effect in the standard form of prequalification questionnaire and financial statement. Failure of the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder. License No.: 9 & Class:" Expiration Date: Date: (-111 tt> Signature P-13 A - 30 RESUME Attach to this Bid the experience resume of the person who will be designated as General Construction Superintendent or on-site Construction Manager for the Contractor. P-14 A-31 � G a CD 2 CD / \ 0 / k Q / / _0 (A m / CD -0 0 R 0 0 / 0 _\ / / 2 / CD cn o_ � \ / 0 3 0 n C 2 0 0 / k 2 @ � -• e• -• r ] - / @ R / 0G § o w / k 3 RS'o0CD 0--h --h;1- r+ o cn C R 0 o a om o�� _/ -0CD 0� CD o n R s m m 0 # o / .o \ \ /CD 0- —0 W o 7 = m G m / -0 o � CD cn 0 § k /003CD CD C/ /MCD§lR $ )=r?quo o = =3n m 5- c §0 W CD -0 0- 0 2 R o m ¢f/CC --h --I o R CL § g• ° - CL ee-Oƒm d�c£]CD W CLCL $ �� »ƒƒ f m £ 2 m ) o » 3 § / \ e m C 0 n n m =, R § I W n ƒ/mE�9 w k ° # CD o m 0RR/$3 » /gym° % 00 0 ::r- ma°°Eo 0-,/ =3 0 ƒ o k § a 2 no_aW EC)/@aCD n cn =n2 o 0D=: \ ::r (n $ / k 0. a CD 0 o a) & / � o o_ 5 2- § 7 CD CD mq UO) o (n00)» R° -CLQ 0 �m ¢ gG) Fz o 2 0 -n o q CL00 m n ¢o 0 2 re� m-1 m D �q 00 � m cn A-32 I \z R ° ) C/§ 3\k o EECD CD CD\\ _:\ E k 2-0 /ƒC/� »mgag ƒ �CD 2 n £ C) ƒnom ƒ q / e \ M ]. X000 k / @ k -0 \ / ) \ w m 4 CD \ 0 � 0 teaƒ \/m /E\ + =3 DECD @ � -• e• -• r ] - / @ R / 0G § o w / k 3 RS'o0CD 0--h --h;1- r+ o cn C R 0 o a om o�� _/ -0CD 0� CD o n R s m m 0 # o / .o \ \ /CD 0- —0 W o 7 = m G m / -0 o � CD cn 0 § k /003CD CD C/ /MCD§lR $ )=r?quo o = =3n m 5- c §0 W CD -0 0- 0 2 R o m ¢f/CC --h --I o R CL § g• ° - CL ee-Oƒm d�c£]CD W CLCL $ �� »ƒƒ f m £ 2 m ) o » 3 § / \ e m C 0 n n m =, R § I W n ƒ/mE�9 w k ° # CD o m 0RR/$3 » /gym° % 00 0 ::r- ma°°Eo 0-,/ =3 0 ƒ o k § a 2 no_aW EC)/@aCD n cn =n2 o 0D=: \ ::r (n $ / k 0. a CD 0 o a) & / � o o_ 5 2- § 7 CD CD mq UO) o (n00)» R° -CLQ 0 �m ¢ gG) Fz o 2 0 -n o q CL00 m n ¢o 0 2 re� m-1 m D �q 00 � m cn A-32 C CD Fn' -i zr CD CD m M o Q CD w — O O r— 1 w 3 CD �F 7 S j' CU Cn =r 0 CD O = 3 3:2. v Q O 5 O 0 3 O h '. CD S (D O " (A CD CD O " O CD Q o cn a v CD v N N CT CD O 3 CD cn 3 CD Cll 7 Q Q CD O w CD CD C 7 CL CD CD 7 N O CD C `< EP N CD 7� O 3 Q1 O 7 m - o Z n Z Z a 0 --AZ O O c Oc c O O O C 3, u3, m 3 3 n� CD 3 v� 3 H1 (n Q 5' CD cn Q CD Q CD`� -- ( F OCD Q �F 0 F < 0 0 O0 O0 O �_� N O 00 7 N O_ 0 O 7 (� O O Ul fU 3N 5 _ O O oCD NO 1 O CD cn N Z 0 — N 3O0 ca. U) CD O CD CD C 0 a) � CD Q O 7 N O N O W 'r r, O N i N O I i N O O O N W a a CD ^Z CD CD A-33 BID BOND KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the Abundant Water Wells ("Public Agency"), has issued an invitation for bids for the work described as follows: PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT WHEREAS Abundant Water Wells 10600 1 Pana Ave Leona Valles CA 93551 (Name and address of Bidder) (`Principal"), desires to submit a bid to Public Agency for the work. WHEREAS, bidders are required under the provisions of the California Public Contract Code to furnish a form of bidder's security with their bid. NOW, THEREFORE, we, the undersigned Principal, and U S- Specialty Insurance Company 625 The City Drive South Suite 130: Orange CA 92868 (Name and address of Surety) (`Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Public Agency in the penal sum of Ten Percent of the Total Amount of the Bid Dollars ($10%----------------------), being not less than ten percent (10%) of the total bid price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal is awarded a contract for the work by the Public Agency and, within the time and in the manner required by the bidding specifications, enters into the written form of contract included with bidding specifications, furnishes the required bonds, one to guarantee faithful performance and the other to guarantee payment for labor and materials, and furnishes the required insurance coverage, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. In case suit is brought upon this bond, Surety further agrees to pay all court costs incurred by the Public Agency in the suit and reasonable attorneys' fees in an amount fixed by the court. Surety hereby waives the provisions of California Civil Code 2845. IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly P-17 A - 34 signed by its undersigned representative(s) pursuant to authority of its governing body. NOW-- 101"MM "Principal" Abundant Water Wells B. r - iM Its: (Seal) "Surety" U.S. Specialty Insurance Company By: Christina Johnson, A ney-in-Fact Its: Its: (Seal) Note: This bond must be dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. P -l8 A - 35 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. File No: STATE OF California )SS APN No: COUNTY OF &,1 7 2 ) On Z Z before me, 0h.Notary Public, personally appeared who proved to me on the basis of satisfactory evidencE thbe the person( whose name(,r-4 s re subscribed to the within i rument and acknowl9dged to me that he/they executed the same in his/her/their authorized capacity(i , and that by hi er/their signaturepo on the instrument the person(s), or the entity upon behalf of which the person(o acted, executed the instrument. I certify under PENALTY O ff R]URY under the laws of the State of California that the foregoing paragraph is true and correct. my hand i seal. S. RONALEY Commission 0 2130166 x = Notary Public - California MV Los Angeles County e Now 11 2019 This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. INDIVIDUAL ❑ CORPORATE OFFICER(S) TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: of Persorjl or Entity ❑ GENERAL Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES +DJ Q DATE OF DOCUMENT I S SIGNER(S) OTHER THAN NAMED ABOVE r) by First Amerkan Title Company 11/2007 A - 36 p POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS: That American Contractors Indemnity Company, a California corporation, Texas Bonding Company, an assumed name of American. Contractors Indemnity Company, United States. Surety Company, a Maryland. corporation and U.S. Specialty Insurance Company, a Texas corporation (collectively, the "Companies"), do by these presents make, constitute and appoint: Erik Johansson, Christina Johnson, Melissa Lopez or Michael Castaneda of Tustin, California its true and lawful Attomey(s)-in-fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizanees, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty does not exceed *****Fifteen Million***** Dollars ($ **15,000,040.00** }. This Power of Attorney shall expire without further action on December 20, 2017. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Boards of Directors of the Companies: -Beit-Resolved-that the_President, any Vice resident, tory AssistantVice=President, any Secretary or any Assistant Secretary shall be and is hereby vesicd with fiill power and authrinty7to appoint any one or more suitable persons asWftQWy(s)-in-Fact to represent aid act for and on behalf of the Company subject to the following =provisions' Attorney-rn-Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts, and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of rutomey or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 1 st day of December, 2014. AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY Corporate Seals UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY �4➢,�,t .:�?8�d4 +.'r4�. ;�7yn Eq6 ":Cp?ss % 81°°RP°IUTE9551 PT. M IM i15 9 xi .�a N ria � � .1(,R651N\F�N•'� * ...: � �h4 � OF i'r��a�`�' �'M� * µ�'� Al 1111.1\. R ,°YN If111111 I11M1\ By: Z� Daniel P. Aguilar, Vice President — A notary public or other officer completing this certificate verities only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity. of that document. State of California County of Los Angeles SS: On this 1st day of December, 2014, before me, Maria G. Rodriguez -Wong, a notary public, personally appeared Dan P. Aguilar, Vice President of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signaturc on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument;_ --= I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. di`mlil MARIA G. R4DR602',IGiJ61'!M4 Commission * 2049771 Signature (Seal) Notary Public - Catirornia Los Angeles County =i — I4 Comm. Ex Ire!< Dec 28.2017 r -_r 1, Michael Chalekson , Assistant Secretary of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. _ In Witness Whereof, I have hereunto. set my hand and affixed the seals of said �Co�riipanies "'at Laos Angeles, California this _ day ofte>ri�lr z71S. y1Lldlpry , „rl,,,, dt,pM1[blM1h4,, 1141 v !I e H C Corporate rP Seals a+�'� ,......., tea,.; �pv1. sy7 ��. r}v �.• .�'ot s� 3 t d°;4 y o Y z�F bs fc t o¢a r �l °"T.25,1`E° _ ° ` " ' `& N'ichael Chalekson Assistant Secretary_ Bond No- Agency o. SEPT BS 198° c y� ro- fit= a" S } i s - — -- A *eno No. c ,;•.. . �� . �� _ Hr1111N411N� 11114N -_- A-37 CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Orange J On DEC 16 2015 before me, Melissa A. Lopez _-N otary Public, Date personally appeared Christina Johnson (here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: � (Seat) OPTIONAL Description of Attached Document Title or Type of Document. _ Document Date: Other: MELISSA A. LOPEZ Commission # 2011078 Z • " Notary Public -California z Orange County My Comm. Expires Mar 22, 2017 4 Number of Pages: • NONCOLLUSION DECLARATION TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID [Public Contract Code § 71061 State of California ) County of —S 5 ) ss. City of +Oma— ) The undersigned declares: I am the ��u,✓��r�r ��r��,r� the party making the foregoing bid. The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is trueand correct and that this declaration is executed on / �' / [date], at Oil GL [city], �'� .[state]. Signaturg- Subscribed and sworn to before me on (Date) (Notary Seal) Signature otary Public S. ROHM t. ! i� Commission # 2130168 ��, g, fi0HALEY V4�rNotary Public California n Commission #► 2130168 Los Angeles County Notary Public - California My Conn. Ex fres Nov 11, 2019 Los Angeles County Coram, Wires Nov 11, 2018 P-19 A - 39 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. File No: STATE OF California )SS APN No: COUNTY OF L45 ) j On Z') / — before me, - r 0 C , Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. S. ROHALEY LiMVCRM=W Commission #2130'168 Notary Public - California Los Angeles County 11 2019 This area for official notarial seal. OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. r�- -INDIVIDUAL ❑ CORPORATE OFFICER(S) TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT [] TRUSTEE(S) [❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: Entity Name of Person or Entity OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: L NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE /'4_2 - Reproduced by First American Title Company 11/2007 ACKNOWLEDGMENT OF ADDENDA Bidder's ftuwa i w The Bidder shall signify receipt of all Addenda here, if any: Addendum Number Date Received Signature j Z /2-0 IS 1 2 12 1 a ZG ► if there are more Addenda than there is room in the chart above, attach another page acknowledging receipt of the Addenda. Signature: Title: L 1&LL:! n Date: S 2 (� l P-20 A-41 ADDENDUM NO. 1 Portuguese Bend Landslide Dewatering Wells Project FOR THE CITY OF RANCHO PALOS VERDES In accordance with "Addenda" on page 1-2 of the "Instructions to Bidders", the following changes (revisions, additions, and/or deletions) are hereby incorporated and made a part of the subject plans, specifications and contract documents for this project. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM IN THE SPACE PROVIDED BELOW. FAILURE TO DO SO MAY SUBJECT BIDDER TO DISQUALIFICATION. This Addendum forms a part of the Contract Documents for the above -identified project and modifies the original specifications and Contract Documents, as noted below. Portions of the Contract, not specifically mentioned in the Addendum, remain in force. All trades affected shall be fully advised of these changes, deletions, and additions. This addendum included additions and changes to the contract documents as follows: 1. Delete Pages P-4RA & SP -20 Replace with pages P-4RA & SP-20RA End of Addendum No. 1. %z- n Mi ae ron Date Director of Public Works I acknowledge receipt of this Addendum No; 0 and accept the aforementioned_ Date Bidder Addendum No. 1 (Portuguese Bend Landslide Dewatering Wells Project) A-42 ADDENDUM NO. 2 Portuguese Bend Landslide Dewatering Wells Project FOR THE CITY OF RANCHO PALOS VERDES In accordance with "Addenda" on page 1-2 of the "Instructions to Bidders", the following changes (revisions, additions, and/or deletions) are hereby incorporated and made a part of the subject plans, specifications and contract documents for this project. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM IN THE SPACE PROVIDED BELOW. FAILURE TO DO SO MAY SUBJECT BIDDER TO DISQUALIFICATION. This Addendum forms a part of the Contract Documents for the above -identified project and modifies the original specifications and Contract Documents, as noted below. Portions of the Contract, not specifically mentioned in the Addendum, remain in force. All trades affected shall be fully advised of these changes, deletions, and additions. This addendum included additions and changes to the contract documents as follows: 1. Delete Pages NC -1 Replace with page NCA RA End of Addendum No. 2. Michae ro e, Date Director of Public Works I acknowledge receipt of this Addendum No.2and accept the aforementioned. Date Bidder Addendum No. 1 (Portuguese Bend Landslide Dewatering Wells Project) A-43 ADDENDUM NO.3 Portuguese Bend Landslide Dewatering Wells Project FOR THE CITY OF RANCHO PALOS VERDES In accordance with "Addenda" on page 1-2 of the "Instructions to Bidders", the following changes (revisions, additions, and/or deletions) are hereby incorporated and made a part of the subject plans, specifications and contract documents for this project. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM IN THE SPACE PROVIDED BELOW. FAILURE TO DO SO MAY SUBJECT BIDDER TO DISQUALIFICATION. This Addendum forms a part of the Contract Documents for the above -identified project and modifies the original specifications and Contract Documents, as noted below. Portions of the Contract, not specifically mentioned in the Addendum, remain in force. All trades affected shall be fully advised of these changes, deletions, and additions. This addendum included additions and changes to the contract documents as follows: 1. Delete Pages NC -1 RA, SP-201RA, SP -20, and P-4RA Replace with page NC -1 RB, SP-20RB, SP -21 RB, and P-411113 End of Addendum No. 3. DFS. ,Z015 Michael Throne, Date Director of Public Works I acknowledge receipt of this Addendum No. 3 and accept the aforementioned, Date �• Bidder Addendum No. 3 (Portuguese Bend Landslide Dewatering Wells Project) ADDENDUM NO.4 Portuguese Bend Landslide Dewatering Wells Project FOR THE CITY OF RANCHO PALOS VERDES In accordance with "Addenda" on page 1-2 of the "Instructions to Bidders", the following changes (revisions, additions, and/or deletions) are hereby incorporated and made a part of the subject plans, specifications and contract documents for this project. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM IN THE SPACE PROVIDED BELOW, FAILURE TO DO SO MAY SUBJECT BIDDER TO DISQUALIFICATION. This Addendum forms a part of the Contract Documents for the above -identified project and modifies the original specifications and Contract Documents, as noted below. Portions of the Contract, not specifically mentioned in the Addendum, remain in force. All trades affected shall be fully advised of these changes, deletions, and additions. This addendum included additions and changes to the contract documents as follows: 1. Delete Pages NC -1 RB Replace with page NC -1 RC End of Addendum No. 4. Michael Throne, Date Director of Public Works acknowledge receipt of this Addendum No. 4 and accept the aforementioned. Date Bidder Addendum No. 4 (Portuguese Bend Landslide Dewatering Wells Project) A-45 Attachment 6 Professional Services Agreement MEMO CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SUNBEAM CONSULTING for CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE INSTALLATION OF WELLS IN PORTUGUESE BEND Am AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SUNBEAM CONSULTING THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 2nd day of February, 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Sunbeam Consulting, ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall • mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. AMM 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Thirty Two Thousand Six Hundred Dollars Forty Five Dollars ($32,645.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less Am contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. B-51 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (18 0) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D„ ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Alan Braatvedt (Name) Jim Puy (Name) Construction Manager (Title) Inspector (Title) B-52 (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Ron Dragoo, Principal Engineer or Michael Throne, Director of Public Works or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 6-53 contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. _ The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87,) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. Asm (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL B-55 THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as 6-57 shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentialitv and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. •1 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liabili . of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which • may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third parry including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] •m IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J. Aleshire, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ken Dyda, Mayor CONSULTANT: SUNBEAM CONSULTING By: Name: Alan Braatvedt Title: President Lo Name: Chuck Stephen Title: Treasurer Address: 1817 Josie Ave, Long Beach, CA 90815 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2015 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE i • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2015 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: A. Provide Construction Management services for the installation of wells in Portuguese Bend. B. Provide inspection services during the construction of wells in Portuguese Bend. C. Provide project closeout assistance and copies of all original files created by consultant during the project. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Provide Photographs: Photographs of the work site prior, during and after construction. B. Create daily inspection reports during drilling operations to be delivered to the City weekly on Friday afternoons. C. Provide construction management oversight and periodic prevailing wage verification including project closeout assistance required to finalize the project. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Consultant will provide a weekly summary of daily inspection reports including a summary of any prevailing wage interviews that were conducted. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Alan Braatvedt: Construction Manager B. Jim Pugh: Construction Inspector EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) None. EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE TIME SUB -BUDGET A. Construction Manager Construction $145 5 Hrs. $725 Management B. Construction Inspector Inspection— $105 288 Hrs. $30,240 Construction Inspector — Project $105 161-Irs. $1,680 closeout III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $32,645.00 as provided in Section 2.1 of this Agreement. VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1. B-71 Exhibit C-4 Personnel Inspector Construction Manager Rate $105 $145 Unit (hr) Weeks 16 Amount 19 $31,920 725 B-72 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer and the City Attorney's office. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Provide summary of results of the prevailing wage surveys during the week performed. These surveys are to be conducted at random times on random dates during the construction of the dewatering wells. B. Provide construction inspection reports and photographs at the end of the workday on each Friday. Inspector's work is to be coordinated with the Contractor's schedule which is currently unknown. Inspection services will conclude by September 15, 2016. C. Provide project files which include all original copies of daily inspection reports, weekly summaries, prevailing wage interviews, as built drawings of on site construction and other files. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. B-73 Attachment C Map C-74 City of Rancho Palos Verdes ATTACHMENT C z 1 T 7M T6 3 21 19 16 4 "Ilk _ r W .{ NEW WELL SITES ...v 3031 C+ 15. � C= ! 5�1�, •�a.�,�i ti.,r �- 4y �•' •IqY - .. !��+0. F Legend y ® � � } -� ,� ,, •. �. ,=`� � "- �*+ � . � ��:��' � ,� *''" '�. � • Street Centerlines � � ,_ . Private RE—DRILL WELL SITES.. =:•a � �u �`�jr � ' :� � � 'a �', `. , Public � City Boundary P ,,��'"�,� *'' Parcel Palos Verdes Reservoir Adjacent Cities k- Ocean Aerials 2014 Red: Band 1 f Green. Band—2 El Blue: Band r ,y; , —3 . all RE -DRILL WELL SITES ' � pl :`"fir e � •. K of i rZ �_;. ,x „ib R7. a 46) +'�'.. •, �- '�. , Cry K 1. Notes 5,691 PORTUGUESE BEND LANDSLIDE DEWATERING WELLS PROJECT 948.5 0 474.25 948.5 Feet © City of Rancho Palos Verdes The information on this map is for reference only and may not be up-to-date. Please NAD_1983_StatePlane_California_V_FIPS_0405_Feet contact the City for more information.