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AZ Construction Inc., DBA Ace Fence Company
RECORDING REQUESTED BY: The City of Rancho Palos Verdes WHEN RSEORDED MAIL TO: 111111 Y' r City Clerk 10/19/2017 Name City of Rancho Palos Verdes street 30940 Hawthorne Blvd. Address Rancho Palos Verdes,CA City State 90275 *20171202125* Zip I 1. J I Space above this line for recorder's use NOLCOfTSFORMS` WC. --- - NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093,must be filed within 10 days after completion.(See reverse side for complete requirements.) Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described. 2- The full name of the owner is City of Rancho Palos Verdes 3. The full address of the owner is 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275 4. The nature of the interest or estate of the owner is:In fee. (If other Than Fee,strike 9n fee'and insert,for example.'purchaser under Contract of purchase,'or'Lessee') 5. The full names and full addresses of all persons,it any,who hold title with the undersigned as joint tenants or as tenants in common are: NAMES ADDRESSES 6. The full names and full addresses of the predecessors in interest of the undersigned, if the property was transferred subsequent to the commencement of the work or improvements herein referred to: NAMES ADDRESSES ) ) t 7. A work of improvement on the property hereinafter described was completed on 9/25/2017 .The work done was: Palos Verdes Drive East Traffic Safety(Guardrails)Project(Federal-Aid Highway Safety Improvement Program Project#6544) 8. The names of the contractor,if any,for such work of improvement was ACE Fence Company i (II nor rtrecior for work of improvement as a whole.insert'None') (Date of Contract) ( 9. The property on which said work of improvement was completed is in the City of Rancho Palos Verdes County of Los Angeles ,State of CA ,and is described as follows: j { 10. The street address of said property is <✓" -32-3 \ "? r o V`k- 1e s '-.— ' So 0 /v h(o\1n `� 'V,� L i • ''. \-3 (If no street address has been ofiaally assigned insert'none'.) V- 1 2 c- 0 t 17r -5 V ��._ad�?''s .. - t' C.t 7 a F-. Z p ,...3 C., �..vve 1 tl��t3.5 v R_,4 a_g ���V Dated /o/i8/i7 _ Q Q (Signature of Owner or corporals officer of Owner named in paragraph 2.or his spent) VERIFICATION I,the undersigned,say:I am the City Clerk the Declarant of the foregoing Notice of Completion; (President of.Manager of,Partner of,Owner of.etc.) I have read said Notice of Completion and know the contents thereof;the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct. Executed on /0/19//7 ,20 17 at City of Rancho Palos Verdes 1 i 1 .mss ) (Par signature of the rn ua7 who is sreear.ng that Ne is o1 the Notice of Conefetion are true) Before you use this form fill in all blanks, and make whatever chanes are appropriate and necessary golimilto your particular transaction.Consult a lawyer if you doubt theformsfitnessfor youpurposeanuse. Wolcotts makes no representation or warranty, express or implied,with respect to the merchantability 7 67775 01114 or fitness of this form for an intended use or purpose. ©2005 WOLCOTTS F=ORMS,INC. FORM 1114 Rev.10-05 A This page is part of your document- DO NOT DISCARD �.^�� 20171202125 soil Recorded/Filed in1110111111010111 I�IIflIII�IIINlllll '�_' ktic4imoitt°' 10/19/17 AT 03:44PM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 Official Records II I II 111111 II 111111 II I I I I lllllI I I III II IIII I II II III II IIIIIV I nll LEADSHEET VIII 1111111111111111111111111911111 VIII 110 HII III I IIS 201710193260032 00014397266 UUO lip lUll 10111111 U 1111 PIll 10111111111 SEQ: 01 UI HI Ii IIIH 101 11011 DII 100111111 P11011l II1IIWIYIINVS - UllIIAIIIIyIIIIIIIN1191fl111111111118 PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and AZ CONSTRUCTION INC. DBA ACE FENCE COMPANY AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND AZ Construction Inc. DBA ACE Fence Company THIS AGREEMENT FOR PUBLIC WORKS SERVICES(herein"Agreement")is made and entered into this 7th day of February, 2017 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and AZ Construction Inc. DBA ACE Fence Company, ("Contractor"). City and Contractor 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. Contractor, 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 Contractor 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. WORK OF CONTRACTOR 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement,the Contractor shall provide those services specified in the "Scope of Work" 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,Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough,competent,and professional manner,and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor 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 1 professional standards"shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Bid Documents. The Scope of Work shall include the"General Provisions"and"Special Provisions" in the bid documents for the project entitled Palos Verdes Drive East Traffic Safety (Guardrails) Project, Federal-Aid Highway Safety Improvement Program Project #6544 HSIPL 5413(011), including any documents or exhibits referenced therein(collectively,"bid documents"),all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. Contractor 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 Compliance with California Labor Law. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720)of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement,Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages,and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall,as a penalty to the City,forfeit two hundred dollars($200)for each calendar day,or portion thereof,for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776,which requires Contractor and each subcontractor to:keep accurate payroll records and verify such records in writing under penalty of perjury,as specified in 2 Section 1776;certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6,and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty(60)days after concluding work pursuant to this Agreement,Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight(8)hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours.The Contractor shall,as a penalty to the City,forfeit twenty-five dollars($25)for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight(8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815,work performed by employees of Contractor in excess of eight(8)hours per day,and forty(40)hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(1'/2)times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees.In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code,and I will comply with such provisions before commencing the performance of the work of this contract." Contractor's Authorized Initials e.A, 4-r (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement,Contractor shall be responsible for such subcontractor's compliance with Division 2,Part 7,Chapter 1 (commencing with Section 1720)of the California Labor Code,and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including 3 without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses,Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations,and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor'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. 1.6 Familiarity with Work. (a) By executing this Agreement,Contractor warrants that Contractor(i) has thoroughly investigated and considered the scope of work 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,Contractor warrants that Contractor has or will investigate the • site and is or will be fully acquainted with the conditions there existing,prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health&Safety Code required to be removed to a Class I, II,or III disposal site in accordance with existing law;(ii)subsurface,unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature,different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement,and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions,and if it 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, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or 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 set,but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement. 4 1.7 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods,including providing and maintaining storage facilities,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 caused by City's own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City's consent,assign,sell,mortgage,hypothecate,or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.8 Warranty. Contractor warrants all work under the Agreement(which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work,whichever is later)after the date of final acceptance,Contractor shall within ten(10)days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement,commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall,at its sole cost and expense,repair,remove and replace any portions of the work(or work of other contractors)damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.Contractor shall perform such tests as the City may require to verify that any corrective actions,including,without limitation,redesign, repairs,and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access,shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conformingContractor'rk and any s sole expense.o rk damaged by such work or the replacement or correction thereof atContractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.9 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, 5 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. 1.10 Additional Work and Change Orders. (a) 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 Work or make changes by altering,adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement,which said adjustments are subject to the written approval of the Contractor ("Change Order"). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty(180)days;and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases,taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit"C". If the rates in the Schedule of Compensation do not cover the type of work in the Change Order,the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon,the City will pay for actual work of the Change Order completed,to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment,size,identification number,and hours of operation,including loading and transportation, if applicable;description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may,at the City's sole and absolute discretion,waive the Contractor's rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of 6 Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.11 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 Contractor 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 One Hundred Ninety-Eight Thousand Seven Hundred Forty-Seven Dollars ($198,747) (the "Contract Sum"),unless additional compensation is approved pursuant to Section 1.10. 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 the contract retention;, (iii) payment for time and materials based upon the Contractor'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 Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 7 2.4 Invoices. Each month Contractor 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, Contractor 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. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall,as soon as practicable,independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City,or as provided in Section 7.3,City will cause Contractor to be paid within thirty(30)days of receipt of Contractor's correct and undisputed invoice;however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor,not later than seven(7)days after receipt by the City,for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor 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 Contractor, 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(180)days cumulatively. 8 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 Contractor, 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 Contractor 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor's work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor's work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects,fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including,but not limited to, Articles 1 and 5,pertaining to warranty and indemnification and insurance,respectively. 3.5 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 Contractor. The following principals of Contractor("Principals")are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Prn �Su i ��Si 4- (N��) (Title) P1Y1Q6 cri Ge Vest (Name) (Title) 9 (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 Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement,the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally,Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor'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 Contractor. Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor'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. Contractor expressly waives any claim Contractor 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 Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor,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 Contractor's employees,servants,representatives or agents,or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 10 contractor with only such obligations as are consistent with that role. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience,knowledge,capability and reputation of Contractor,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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. All subcontractors shall obtain, at its or Contractor's expense,such licenses,permits,registrations and approvals(including from the City)as may be required by law for the performance of any services or work under this Agreement. 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 Contractor,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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE,INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. The Contractor 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 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Workers Compensation Insurance. A policy of workers 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 Contractor 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 Contractor 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 11 $1,000,000. Said policy shall include coverage for owned, non-owned, leased,hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Contractor'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 completionfCand r's services or eupon request of the thisrmination of Agreement. During this additional 5-year period,Contractor shall annually City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". (0 Subcontractors.Contractor 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 be subject to all of the requirements stated herein. 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 Contractor'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: 12 CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] 0 M'. A( 4 Agent's 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 Contractor performs;products and completed operations of Contractor;premises owned, occupied or used by Contractor;or any automobiles owned,leased,hired or borrowed by Contractor. 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. Contractor'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 Contractor shall procure a bond guaranteeing payment of losses and related investigations,claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor 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,Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful 13 misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term,provision,covenant or condition of this Agreement,and in connection therewith: (a) Contractor 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) Contractor 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 Contractor hereunder; and Contractor 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 Contractor 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 Contractor hereunder, Contractor 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. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement,and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor 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 Contractor in the performance of professional services and work 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 Contractor and shall survive termination of this Agreement. 5.4 Notification of Third-Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification. 14 5.5 Performance and Labor Bonds. Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk,which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.6 Sufficiency of Insurer or Surety. Insurance and bonds 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's 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 Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.7 Substitution of Securities. Pursuant to Public Contract Code Section 22300,substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at t the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuantto escrow agreement in a form prescribed by Public agent at the sole expense of theO,request Cont actoryment of retentions funds earned directly to the escrow 5.8 Release of Securities. City shall release the Performance and Labor Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; 15 (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved,Contractor has provided statutory bond,or otherwise as required by applicable law. ARTICLE 6. RECORDS,REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder(the"books and records"),as 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 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 Contractors business,custody of the books and records may be given to City,and access shall be provided by Contractor's successor in interest. Notwithstanding the above,the Contractor 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. Contractor 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. Contractor 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,Contractor agrees that if Contractor 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 Contractor is providing design services,the cost of the project being designed,Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and,if Contractor 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 Contractor,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 Contractor shall have no claim for 16 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 Contractor will be at the City's sole risk and without liability to Contractor,and Contractor's guarantee and warranties shall not extend to such use,reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover,Contractor 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 Confidentiality and Release of Information. (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor,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 Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor,provides any information or work product in violation of this Agreement,then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys' fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify City should Contractor,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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However,this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 17 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 Contractor 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. (a) Default., Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. 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 Contractor 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 Contractor's default shall not beideemed e of th to result in a waiver of the City's legal rights or any rights arisingout of anyprovision Agreement. (b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104)of Division 2,Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than$375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor,for the response to such claims by the City,for a mandatory meet and confer conference upon the request of the Contractor,for mandatory non-binding mediation in the event litigation is commenced,and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 Contractor's acts or omissions in performing or failing to perform Contractor'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 Contractor, or any indebtedness shall exist which shall appear to be the basis 18 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 Contractor 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 Contractor 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,Contractor shall file a claim pursuant to Government Code Sections 905 et seq.and 910 et seq., in order to pursue a legal action under this Agreement 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Eight Hundred Dollars ($800) as liquidated damages for each working day of delay in the performance of any service required hereunder,as specified in the Schedule of Performance(Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215,Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. 19 7.8 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 Contractor, except that where termination is due to the fault of off certractorIn addition,the Contractor, ont actorrreserves the ay be such shorter time as may be determined by the Contract 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 Contractor may determine.ereunder excepts of any notice of such as may be sspecifacally Contractortion, shall immediately cease all services approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 f r the reractor asonablesvalueao f he work prterminationoduct the Contractor shall be entitled to compensation only actually produced hereunder. In the event of terminalionwithW without the opportunity this Section, pursuant e terminating party need not provide the non-terminating party �y Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may,after compliance with the provisions adshee Contractor shall be liable to the ection 7.2,take over the work and prosecute the same to completion by contract or otherwise, extent that the total cost for completion of the services mit mitigate hexcees edamages),sand herein stipulated(provided that the City shall use reasonable efforts to City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 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 the granted,lhething erylegal or in such action or proceeding, in addition to any other relief which may be 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 suc h lon. oll such fees shall r notodeemede uch to have accrued on commencement of such action andshall beenforceable whether action is prosecuted to judgment. 7.11 Unfair Business Practices 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 20 (15 U.S.C. § 15)or under the Cartwright Act(Chapter 2,(commencing with Section 16700)of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor,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 Contractor or to its successor,or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor 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 Contractor's performance of services under this Agreement. Contractor 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. Contractor 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 effects his financial interest or the financial interest of any corporation, partnership or association in which he is,directly or indirectly, interested, in violation of any State statute or regulation. The Contractor 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. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them,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. Contractor 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. Contractor 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 Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this 21 Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor 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 Boulevard,Ranchos Palos Verdes,California 90275 and in the case of the Contractor,to the person 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. All correspondence relating to this Agreement shall be serialized consecutively. 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 Contractor 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 22 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. Contractor 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. Contractor 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 party including,but not limited to,any City official,officer,or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor 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. Contractor's Authorized Initials 12./14' 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] 23 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal co ,il \`on AwL,vizianwampbell, Mayor ATTEST: ie/, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J. Ale -, City Attorney CONTRACTOR: AZ Construction Inc. DBA ACE Fence Company By: Name: A -fy %svr Title: 7�RFsia FK By: `---717 n, -ia la Name: -,41-rt cQ rq //JI Title: Je-ct‘Tirty otf e p Address: 727 N. Glendora Avenue La Puente CA 91744 Two corporate officer signatures required when Contractor 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. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. 24 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 3-,` ,42017 before me,(-jsi i . r • ,personally appeared %(my �5v i ,proved to me on the basis of satisfactory evidence to be the perssn : whose names(d) is/Are subscribed to the within instrument and acknowledged to me that tit/she/rk y executed the same in tyit/her/tildir authorized capacity(e),and that by l /her/their signature(s) on the instrument the person(s)), 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. ,,,,, CRISTINA MELGAREJO WITNESS my han doff 'al seal. <AL .�, Commission*2021674 z Notary Public-California •+w9 Los Angeles County Signature: . \ --2.---7----) Ai 1l� M Comm.E fires Ma 23,2012 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 DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORP RATE OFFICER r' z 5.ei,vir TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 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 / '�`� / personally appeared /lit/iC� proved to me on the On��b �3�,2017 before me, il�� �'I� � ' ,p Y PP � /u�� , basis of satisfactory evidence to be the perso (s) hose names(s) is/are subscribed to he 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. CRISTINA MELGAREJO WITNESS my han d off ial seal. 4 a Commission 4t 2021874 as Notary Public-California . +� Los Angeles Count 3 Signature: y Comm.Ex 'res Ma 23,2017 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 DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF WORK Contractor shall perform all of the work and comply with all of the specifications and requirements in the "General Provisions" and "Special Provisions" included in the bid documents for the project entitled Palos Verdes Drive East Traffic Safety (Guardrails) Project, Federal-Aid Highway Safety Improvement Program Project #6544 HSIPL 5413(011), including any documents or exhibits referenced therein. II. Brief description of the work to be performed: The work to be done consists of furnishing all materials, equipment, tools, labor, and incidentals as required by the Plans,Specifications,and Bid Documents. The general items of work include adjusting, replacing and upgrading existing guardrail, installing curve warning arrow signs, and installing reflective markers along Palos Verdes Drive East and appurtenant items required to complete the work. III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City appraised of the status of performance by delivering the following status reports: A. Daily Reports B. Certified Payroll IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the California Manual on Uniform Traffic Control Devices(CA MUTCD), latest edition. A-1 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor's Proposal, and listed below: BID SCHEDULE Item Description Estimated Unit Unit Extended No. Quantity Meas. Price Amount 1 Mobilization 1 LS 5000 $ 5,000.00 2 Traffic Control 1 LS 43,060 $43:060.00 3 BMPS 1 LS 3500 $ 3,500.00 Remove Existing&Install New 4 Midwest Guardrail System,Wood Posts 965 LF 44 $42,460.00 and Blocks per Caltrans Std. Drawing No.A77L1 Install New Midwest Guardrail System, 5 Wood Posts and Blocks per Caltrans 120 LF 47 $ 5,640.00 Std.Drawing No.A77L1 6 Install Two W1-8 Signs per Pole on 108 EA 440 $47,520.00 New Unistrut Poles 7 Remove Existing and Install Full Round 20 EA 385 $ 7,700.00 Guardrail End Treatment 8 Adjust Height of Existing Guardrail and 635 LF 24 $15,240.00 Wooden Posts and Blocks to Grade 9 Reset to Grade Existing Guardrail,Post 1 L.S 8000 $ 8,000.00 and Block 10 Remove Existing and Install Wood Post 10 ( EA 407 $ 4,070.00 and Block Only Remove Existing Delineators and Reflective Markers and Install New TD I I 9100 Guardrail Delineators(Limits are I LS 16,557 $16,557.00 entire length on Palos Verdes Drive East -approximately 600 delineators) TOTAL BID SCHEDULE $198,747.00 TOTAL BASE BID SCHEDULE IN NUMBERS: $ 198,747.00 One hundred Ninety Eight thousand Seven hundred TOTAL BASE BID SCHEDULE IN WORDS: Forty Seven dollars. The contract shall be awarded to the lowest responsible bidder based on the TOTAL BID. Note:Some items may be adjusted or deleted. Any changes to the quantities for these items shall not classify as a substantial change asstipulated 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 C-1 II. A retention of five percent(5%)shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer,funds may be shifted from one item's sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line item for each bid item and the quantity agreed upon for that invoice period. 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$198,747 as provided in Section 2.1 of this Agreement. C-2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall perform all work within twenty-five (25) working days starting on the Notice to Proceed date. Prior to the Notice to Proceed,the Contractor must submit a project schedule for approval. II. Contractor shall deliver the following tangible work products to the City by the following dates. A. Daily Reports will be delivered to the City weekly. Daily Reports must be delivered and accepted prior to any progress payment up until the date that work is being invoiced for. B. Certified payroll will be delivered to the City biweekly. Certified payroll must be delivered and accepted prior to any progress payment up until the date that work is being invoiced for. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. D-1 Bond No. K09737091 PERFORMANCE BOND WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to ACE Fence Company ,as Contractor("Principal"),a Contract for the work entitled and described as follows: Palos Verdes Drive East Traffic Safety(Guardrails) Project; WHEREAS,the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum Of One Hundred Ninety Eight Thousand Seven Hundred Forty Seven Dollars ($198,747.00 ),this amount being not less than one hundred percent(100%)of the total Contract price, lawful money of the United States of America,for payment of which sum well and truly be made we bind ourselves,our heirs,executors,administrators,and successors,jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor,or its heirs,executors,administrators,successors,or assigns,shall in all things stand and abide by,well and truly keep and perform all undertakings,terms,covenants,conditions,and agreements in the said Contract and any alteration thereof,made as therein provided,all within the time and in the manner designated and in all respects according to their true intent and meaning,then this obligation shall become null and void;otherwise it shall be and remain in full force and effect. FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder. Executed on March 6th 2017 . PRINCIPAL ACE Fence Company (Seal if Corporation) By Title - � S I Pe-Frr (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: Westchester Fire Insurance Company (name and address of Surety) 436 Walnut St, Philadelphia,PA 19106 Chubb USA, Surety Group (name and address of Surety's agent for service of process in California, if different from above) 601 South Figueroa St., Floor 15 Los Angeles, CA 90017 215-640-1000 (telephone number of Surety's agent in California) (Attach Acknowledgment) Westchester Fire Insurance Company SURETY By (Actor in-Fact) Stephanie M Sierota APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents:That WESTCHESTER FIRE INSURANCE COMPANY,a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution,adopted by the Board of Directors of the said Company on December 11,2006,to wit: 'RESOLVED taeniaefolGtwiRgauthorizatlousrelatetotheexecution,for and onbeim!foftheCompany,cfboods,undertakings,reeognizances,contrecuandadie writtenrommttnunSsoftl,eCo tpany entered into the ordinary course ofbusiness leach a"Written Commitment"$ (I) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed aaomey=in-t3tet ofthe Company whereby execute any Written Cornm,mrent for and on behalf of The Company,under the seal of the Company or otherwise:.to the extent that such amen is authorizedby the grant of powers provided D in such persons vat tten'appointment as such attorney-in-fact (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in venting any person ie attorney-in-fact of the Company with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each rf theChatrman,the President and Vice Residents ofthe Company in hereby authorized,for on behalf of the Company,to delegate in writing any other offices of lhoCompany the authority to ettecti*for and on bahatfof the Company,wider the Company's seal or otherwtae,such Written Commitments•f the Company asaee specified rn such written delegation,which specification may be by general type Or slant of Written Eennni mentsor by specification of one or mote partieular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED,that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and out orityt of officers,employees and other persons tout for and on behalf of the Company«and such Resolotio i shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested. Does hereby nominate,constitute and appoint Ashely K Register,Jamie Campbell Younger,Katherine'McCoy,Stephanie M'Sierota,all of the City of Newport Beach, California,each individually if there be more than one named,its true and lawful attorney-in-fact,to make,execute,seal and deliver on its behalf,and as its act and deed any and all bonds,undertakings,recognizances,contracts and other writings in the nature thereof in penalties not exceeding Ten million dollars&zero cents ($10,000,000.00)and the execution of such writings in,pursuance of these presents shall be as binding upon said Company,as fully and amply as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office, INWITNESS WHEREOF,the said Stephen M.Haney,Vice-President,has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 7 day of November 2016. WESTCHESTER FIRE INSURANCE COMPANY rek Or: Stephen M Haney.Vice Presidcait COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss. On this 7 day of November,AD.2016 before me,a Notary Public of the Commonwealth of Pennsylvania in and for the County of Philadelphia came Stephen M.Haney,Vice-President of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the individual and officer who executed the preceding instrument,and he acknowledged that he executed the same,and that the seal affixed to the preceding instrument is the corporate seal of said Company: that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation,and that Resolution,adopted by the Board of Directors of said Company,referred to in the preceding instrument,is nowin force- IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first above written. _y rrsa YY � •n t fi�_ 2!2'1 ORD.E MtA01DT , M ,,.t ArltA w:� vurny Prhlk I,the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY,do hereby certify that the original POWER OF ATTORNEY,of which the foregoing is a substantially true and correct copy,is in full force and effect. In witness whereof,I have hereunto subscribed my name as Assistant Secretary,and affixed the corporate seal of the Corporation,this 6th day of March,2017. • 1 ,mar • Will:am L.Kel'ry,Assistant k THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER November 07,2018 , O ftocuGard 004546 contains a security pantograph,blue background,heat-sensitive ink coin-reactive watermark,and micro text printing on border. N'"MEAT oa`��4 CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT ��w�.��. o o�ME� ,,. ,M��. o�ME,,.�o ,<<n�.��. .�.�ow� ��,�t�ME �, ��,� s. 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 ) ,T County of QP- ) On 1 � \ 2 'Ome, Al 7 befor- . _ 4 irk i 010vAl 4•0.0.1.1/l IXA/1MKn40WIIC MNUCxMWLEINMITAONOwtFWMMPONOMFFVYFxiKxxOWLEL.401.0010WiF130119 010C.I.ON CKNOMFDGUFMKFxOwFfpc...M.OvMCWIfxfKIMME04F¢MK010P.CifartxFKnCAVFfOfYFxiKa10MFM xiKCFO.130 MKOU.110GV...10. .401tKwpw.f State of California ) CALIFORNIA ALL-PURPOSE a County of Los Angeles ) CERTIFICATE OF ACKNOWLEDGMENT S / F g /� /✓ Cristina Melgarejo, Notary Public On � /,p✓ ��� before me, 1 (here insert name and title of the officer) P I personally appeared America Tang 2 8 Y 8 7 - R Y who proved to me on the basis of satisfactory evidence to be the person(3)whose name% ) is/atx subscribed to x the within instrument and acknowledged to me that He/she/th I y executed the same in big/her/Mgr authorized capacityUcR ), and that by MK/her/du& signature%) on the instrument the person0), or the entity 1 upon behalf of which the person%)acted,executed the instrument. I 8 I certify under PENALTY OF PERJURY under the laws of the }"+v CRISTINA MELGAREJO State of California that the foregoing paragraph is true and correct. ,< „. `, Commiaaion 2021874 P`v:.:49 �� Notary Public-California i v:;�1 Los Angeles Count WITNESS my hand official seal. PA Comm.Ex fres Ma 23 2017 X 3 Signature ��%��/Z� "�//�J�(�/ .. _ (Seal) I OPTIONAL INFORMATION x i • Although the information in this section is not required by law,it could prevent fraudulent removal and reattachment of this i acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. s: i s Description of Attache Document P Additional tnformatron,, _ The preceding Certificate of Ack wled ent is attached to ocum t Method of Signer Identification 1 .er r w(e Proved to me on the basis of satisfactory evidence: titled/for the purpose of t LQ form(s)of identification Q credible witness(es) ' Notarial event is detailed in notary journal on: x • containing p2 pages,and dated 2-677 Page# Entry# 2 Q The signer(s)capacity or authority is/are as: Notary contact: 1 a ❑ Individual(s) Other I ❑ Attorney-in-Facti ❑ AdditionalSigner(s) ❑ Signer(s)Thumbprint(s) ® corporateOfficer(s) Vice President Title(s) ❑ ! 3 S ❑ Guardian/Conservator 3 ?i ❑ Partner-Limited/General • F ❑ Trustee(s) • IIIOther: R representing: Ace Fence Company Name(s)of Person(s)or Entity(ies)Signer is Representing I P k ran9011.9x+TYfimJ01.0NAVINMO3WM1x3TiO31..TFNM/A3vKNnrIxMJOiwav INDI.X.601oJnriMA3v...111.'OOMO•NINIMOI..Wv.VrA3W011011FM3WOMNM3rMlixaar'i 11MO nNUIM01..+TFNi7'A3WV....9011YOUNUMWTINC•DNrarrlOOKOWMOIWoaOr; Bond No. K09737091 PAYMENT BOND (Labor and Material Bond) WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to ACE Fence Company ,as Contractor("Principal"),a Contract for the work entitled and described as follows:Palos Verdes Drive East Traffic Safety(Guardrails) Project ; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of One Hundred Ninety Eight Thousand Seven Hundred Forty Seven Dollars ($ 198,747.00 ), this amount being not less than one hundred percent (100%) of the total Contract price,lawful money of the United States of America,for payment of which sum well and truly be made we bind ourselves,our heirs,executors,administrators,and successors,jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (I) for any work,materials,services,provisions,provender,or other supplies,or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind;(2)for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract;and/or(4)for any amounts required to be deducted,withheld,and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor,then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond,otherwise the above obligation shall be void. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond.Moreover,if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond,each shall be liable for the reasonable attorney's fees incurred,with or without suit,in addition to the above sum. Said Surety,for value received,hereby stipulates and agrees that no change,extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond,and it does hereby waive notice of such change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder. Executed on March 6th 2017 . PRINCIPAL ACE Fence Company (Seal if Corporation) By0)/alet a Title V -fiCNSl Jr (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: Westchester Fire Insurance Company (name and address of Surety) 436 Walnut St,Philadelphia,PA 19106 Chubb USA, Surety Group (name and address of Surety's agent for service of process in California, if different from above) 601 South Figueroa St., Floor 15 Los Angeles,CA 90017 215-640-1000 (telephone number of Surety's agent in California) (Attach Acknowledgment) Westchester Fire Insurance Company SURE By e I (At, t. -in-Fact • Stephanie M Sierota APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. Power of WESTCHESTER FIRE INSURANCE COMPANY Attorney Know all men by these presents:That WESTCHESTER FIRE INSURANCE COMPANY,a corporation of the Commonwealth of Pennsylvania pursuant to the following Resolution,adopted by the Board of Directors of the said Company on December 11,2006,to wit: RESOLVED,that the following authoeizetions relate to the execution,for ander behalf of the Company.of bonds.undertakings,rermgnizances.contracts and other written commitments of the Company entered into the ordinary course of business(each a"Written Commitment")' (I) Each of the Charman,the President and the Vice Presidents of the Company is hereby authorized to execute any W nnen Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company Is hereby authorized to execute any Written Commitment for and on behatfof the Company,under the seal of the Company or otherwise.to the extent that Suds action is authorized by the,grant of powers provided for in such persons written appointment as such attorney-in-fact. (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in writing any person the attorney-in-fact of the Compass with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Wntten Commitments. (4) Each of the Chairman,the Psesidem and Vice Presidents of the Company in hereby authorized.for and on behalf of the Company,to delegate in writing any other officer of the.Company the authority to execute,for and on bettatfoftheeompany,under the Company's seal or otherwise,such Written Commitments of the Company as are specified in such written deleganon,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED;that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested. Does hereby nominate,constitute and appoint Ashely K Register,Jamie Campbell Younger,Katherine McCoy,Stephanie M Sierota,all of the City of Newport Beach, California,each individually if there be more than one named,its true and lawful attorney-in-fact,to make,execute,seal and deliver on its behalf,and as its act and deed any and all bonds,undertakings,recognizances,contracts and other writings in the nature thereof in penalties not exceeding Ten million dollars&zero cents ($10000,000.00)and the execution of such writings in pursuance of these,presents shall be as binding upon said Company,as fully and amply as if they had been duh executed and acknowledged by the;regularly,elected officers fhe Company at its principal office. IN WITNESS WHEREOF,the said Stephen M.Haney,Vice-President,has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 7 day of November 2016. WESTCHESTER FIRE INSURANCE COMPANY • Stephen M.Haney,Vice President COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA ss. On this 7 day of November,AD.2016 before me,a Notary Public of the Commonwealth of Pennsylvania in and for the Colnty of Philadelphia came Stephen M.Haney,Vice-President of the WESTCHESTER FIRE INSURANCE COMPANY to me personally known to be the individual and officer who executed the preceding instrument,and he acknowledged that he executed the same,and that the seal affixed to the preceding instrument is the corporate= seal of said Company_ that the said corporate seal and his signature were duly affixed by the authority and direction of the said corporation,and that Resolution,adopted by the Beard of Directors of said Company,referred to in the preceding instrument,is now in force. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my official seal at the City of Philadelphia the day and year first above written. ` ;+ tate VMQA I-fa wimes met Pale III I[t91 v,r 9atar7 PpTlk I,the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY,do hereby certify that the original POWER OF ATTORNEY,of which the foregoing is a substantially true and correct copy,is in full force and effect. In witness whereof,I have hereunto subscribed my name as Assistant Secretary,and affixed the corporate seal of the Corporation,this 6th day of March,2017. . rr wok=L.Kell),AssiataM THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DATE AFTER November 07,2018. S it DocuGard.#04546 contains a security pantograph,blue background,heat-sensitive Ink,coin-reactive watermark and microtext printing on border. os"TM1.10.T "`�� CALIFORNIA CERTIFICATE OF 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 00-1Q1(ry(-1 ) On 1 Z.�t before m v\ An.v. r�+4.-t,o17 1a.-/1p '� be o e � l� s (here insert name and title of the officer) personally appeared U 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. 2. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. .,:. LYN ANN CHACOt 3- "`;� `. ; COMM. *2176'2 WITNESS my hand and official seal. , r Notary Public•Cellto ,a : e/ Riverside Cou;;ty • _� ;r y�u� Comm. 4•fires Dec. ",.0 Signature �. (Seal) Optional Information I Although the information in this section is not required by law,it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document Additional Information The preceding Certificate of Acknowledgment is attached to a document Method of Signer Identification titled/for the purpose of ' At�rnp_y... �.o to- 53,0,-,\,o n o Proved to me on the basis of satisfactory evidence: �f (J 0 form(s)of identification 0 credible witness(es) '�01 7 `; r Notarial event is detailed in notary journal on: containing pages,and dated ,3i1Ito \ �oV"." ] Page# Entry The signer(s) capacity or authority is/are as: / Notary contact: ❑ Individual(s) Other ❑ Attorney-in-Fact ❑ Additional Signer(s) ❑ Signer(s)Thumbprint(s) ❑ Corporate Officer(s) Title(s) ❑ ❑ Guardian/Conservator ❑ Partner-Limited/General ❑ Trustee(s) ❑ Other: representing: Name(s)of Person(s)or Entity(ies)Signer is Representing • ©Copyright 2007-2016 Notary Rotary,Inc.PO Box 41400,Des Moines,IA 50311-0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form. FOtNFx OIKOWIFOGlxt ONOWL/WEEFMKwJMFOWFirtWwWrtFWRErtKuIYmEC41/..vOwtEDGMOMxOWIMNFErtNO.HEDGUExtN.tFOL.4.0.ON1FOC...“OWLFCG..E[..11OW0ITA.101.1.11,NO vEFMY,W"NwPMIAI TACM!➢ 1FXTR0001104141M,O YLFOUuF.03.F./EKtr S 1State of California ) CALIFORNIA ALL-PURPOSE Los Angeles i County of ) CERTIFICATE OF ACKNOWLEDGMENT 1 3. On �'� before me Cristina Melgarej o, Notary Public 3 (here insert name and title of the officer) ii f. personally appeared America Tang I i who proved to me on the basis of satisfactory evidence to be the person(s)whose name(c is/am subscribed to i the within instrument and acknowledged to me that JR/she/Om executed the same in i15/her/ffiMir } authorized capacitylc), and that by Mc/her/ii4 it signature%) on the instrument the persons), or the entity R 1 upon behalf of which the persons)acted,executed the instrument. I i I certify under PENALTY OF PERJURY under the laws of the .� CRISTINA MELGAREJO 1 1 State of California that the foregoing paragraph is true and correct. a iall Commission#2021674 = z Notary Public-California = i `T►/ Los Angeles County 1 WITNESS my hand and official seal. M Comm.Ex fres Ma 23,2017 1 z ,Y i a Signature �^ 4 (Seal) x OPTIONAL INFORMATION IAlthough the information in this section is not required by law,it could prevent fraudulent removal and reattachment of this 1 Y acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. F. I 1 Description of Attached Document Addt,p„a, rnforr„acion. l The preceding Certificate of Ack wledgment is attached to document Method of Signer Identification Proved to me on the basis of satisfactory evidence: i titled/for the purpose of �y� 1 LD form(s)of identification 0 credible witness(es) Y =1 iNotarial event is detailed in notary journal on: 3.__ _/7 • Page# Entry# 1 containing 02 pages,and dated I The signer(s)capacity or authority is/are as: Notary contact: a ❑ Individual(s) Other j ❑ Attorney-in-Fact [11 Additional Signer(s) ❑ Signer(s)Thumbprint(s) I corporateOfficer(s) Vice President Title(s) ❑ X I y i ❑ Guardian/Conservator y LI Partner-Limited/General ❑Trustee(s) ❑ Other: 7. representing: Ace Fence Company 3 Name(s)of Person(s)or Entity(ies)Signer is Representing I i • s I S �E»FinaFtiwE�riremn3waw.u,rno3wuxr.m3mmvntmt»nroiw.w.+E.mx3vnn.utmmwarruunmw.wvixEwaa,»nwon.�nanw„+n.tmotwwtnr,»ma3w.w.rummwnx.m»marvwxa+W wrwawa.n.u,.nwucrn.wmvaFwaax,xm�o3EE.nonE,.nct wnrun»3mGEvwnr;