EBS General Engineering Inc (2) RECORDING REQUESTED BY:
The City of Rancho Palos Verdes
WHEN RECORDED MAIL TO.
11/13/2017
r City Clerk 1
Name City of Rancho Palos Verdes
Sheet 30940 Hawthorne Blvd.
Address Rancho Palos Verdes, CA
City 90275 *20171298887*
Slate
Zip
t- J
Space above this line for recorder's use
4NO_LCOTTS FORMS ANG
X22 Y_ ?.
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 lull 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.
(II other than Fee,strike in lee-and insert.for example.'purchaser under contrail of purchase.-or'Lessee')
5. The full names and full addresses of all persons,if 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
7. A work of improvement on the property hereinafter described was completed on October 5,2017 .The work done was:
Annual Sidewalk Repair Program FY 16-17
8. The names of the contractor,if any,for such work of improvement was EBS General Engineering, Inc.
(II no contractor for work or 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:
Annual Sidewalk Repairs at various locations in Areas 1 and 9
•
10. The street address of said property is Various Locations(see attached list)
Of no street address has been officially assigned,insert'none'.)
Dated
1 1\ ✓
(Signature of Owner or corporate officer of Owner named in paragraph 2.or his agent)
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 fore ting s true and rrect.
Executed on , �'W k ,20 17 at City of Ran •. P-los Verdes
•
4111111111111110
(Personal signature o.tom anng that the contents of the Notice of Completion are true)
Before you use this form, fill in all blanks, and make whatever changes are appropriate and necessary poluill.A
toyour particular transaction. Consult a lawyer if you doubt the form s fitness for your purpose and use.Wolcotts makes no representation or warranty, express or implied, with respect to the merchantability 7 7775 01114 ' _'�
or fitness of this form for an intended use or purpose. 02005 WOLCOTTS FORMS,INC.
FORM 1114 Rev.10-05
Annual Sidewalk Repair Program FY 16-17
26102 Basswood 26948 Basswood
26104 Basswood 5541 Basswood
26108 Basswood 56747 Basswood
26113 Basswood 5769 Capeswood
26133 Basswood 5727 Capeswood
26221 Basswood 2010 Galerita
26228 Barkstone 28629 Gunter
26335 Basswood 28635 Gunter
26347 Basswood 28703 Gunter
26433 Basswood 28720 Gunter
26441 Basswood 26410 Grayslake
26447 Basswood 26416 Grayslake
26453 Basswood 27011 Indian Peak
26516 Basswood 27017 Indian Peak
26527 Basswood 27025 Indian Peak
26530 Basswood 27026 Indian Peak
26554 Basswood 27033 Indian Peak
26563 Basswood 27034 Indian Peak
26573 Basswood 27039 Indian Peak
26581 Basswood 27044 Indian Peak
26588 Basswood 27047 Indian Peak
26608 Basswood 27053 Indian Peak
26615 Basswood 27102 Indian Peak
26620 Basswood 27107 Indian Peak
26621 Basswood 27108 Indian Peak
26633 Basswood 27113 Indian Peak
26703 Basswood 27116 Indian Peak
26721 Basswood 27123 Indian Peak
26727 Basswood 27138 Indian Peak
26733 Basswood 27139 Indian Peak
26740 Basswood 28113 Indian Peak
26753 Basswood 5702 Ironwood
26821 Basswood 5702 Ironwood
26835 Basswood 5709 Ironwood
26838 Basswood 5753 Ironwood
26841 Basswood 5754 Ironwood
26846 Basswood 5905 Ironwood
26861 Basswood 26564 Mazur
26862 Basswood 28029 Montereina
26865 Basswood 28520 Montereina
26870 Basswood 2021 Toscanini
26909 Basswood 5739 Wildbriar
26941 Basswood
B-1
PUBLIC WORKS AGREEMENT
by and between
CITY OF RANCHO PALOS VERDES
and
EBS GENERAL ENGINEERING,INC.
for
ANNUAL SIDEWALK REPAIR PROGRAM FISCAL YEAR 2016-2017
01203.0006/374909.1 C-1
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
EBS GENERAL ENGINEERING,INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein "Agreement") is made
and entered into this 16th day of May, 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and EBS General Engineering, Inc., a California
corporation(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
01203.0006/374909.1 C-2
Agreement, the phrase "highest professional standards" shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the"General Provisions"and"Special Provisions"
in the bid documents for the project entitled Annual Sidewalk Repair Program Fiscal Year
2016-2017, 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
01203.0006/374909.1 C-3
accurate payroll records and verify such records in writing under penalty of perjury, as specified
in Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the location of the records.
(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
(11/2)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."
L„_Contractor's Authorized Initials
(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
01203.0006/374909.1 C-4
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 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. Contractor 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
01203.0006/374909.1 C-5
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.
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-conforming work and any
work damaged by such work or the replacement or correction thereof at Contractor's sole expense.
01203.0006/374909.1 C-6
Contractor 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,
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 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 costs of labor will be the actual cost of wages of
workers performing the extra work at the time the extra work is done, plus the applicable labor
surcharge as set forth in the California Department of Transportation publication entitled "Labor
Surcharge and Equipment Rental Rates," which is in effect on the date upon which the work is
accomplished, as well as assessments or benefits required by lawful collective bargaining
agreements. 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.
01203.0006/374909.1 C-7
(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 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 eighty three thousand five hundred forty eight dollars
($183,548) (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.
01203.0006/374909.1 C-8
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.
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.
01203.0006/374909.1 C-9
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.
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").
01203.0006/374909.1 C-10
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:
Joseph A.Nanci Project Manager /�re d etir
(Name) (Title)
(Name) (Title)
(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 Terry Rodrigue,
Interim 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
01203.0006/374909.1 C-11
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 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:
01203.0006/374909.1 C-12
(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$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 completion of Contractor's services or the termination of this
Agreement. During this additional 5-year period, Contractor shall annually and upon request of
the 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".
(f) 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.
01203.0006/374909.1 C-13
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 Contractor 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 Contractor has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement)and shall conform to the following"cancellation"notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Agents nitials
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.
01203.0006/374909.1 C-14
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 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,
01203.0006/374909.1 C-15
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.
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
01203.0006/374909.1 C-16
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 the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to
an escrow agreement in a form prescribed by Public Contract Code Section 22300, request
payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor.
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;
(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 Contractor's 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.
01203.0006/374909.1 C-17
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 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.
01203.0006/374909.1 C-18
(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.
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 be
deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of
this 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
01203.0006/374909.1 C-19
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 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.
01203.0006/374909.1 C-20
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.
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 the Contractor,the period of notice
may be such shorter time as may be determined by the Contract Officer. In addition,the Contractor
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City,except that where termination is due to the fault of the City,the period
of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice
of termination, Contractor shall immediately cease all services hereunder except such as may be
specifically 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 the Contractor has initiated
termination, the Contractor shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section,the terminating party need not provide the non-terminating party with the opportunity
to cure pursuant to Section 7.2.
7.9 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 of Section 7.2,take over the work
and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Contractor for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
01203.0006/374909.1 C-21
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 this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or not
such action is prosecuted to judgment.
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 (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.
01203.0006/374909.1 C-22
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
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.
01203.0006/374909.1 C-23
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 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 U
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
01203.0006/374909.1 C-24
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]
01203.0006/374909.1 C-25
4
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
munici sal corporation
:O " am.bell, ,ryor
010
bo City Clerk
APPRO ED AS TO FORM:
ALESHIRE & WYNDER,LLP
David J. 0:?-11.--, y Attorney
CONTRACTOR:
EBS GENERAL ENGINEERING, INC., a
California corporation
By: ��---�
Name: Joseph Nanci
Title: Sole Director /7,5\Atv14"
By:
Name:
Title:
Address: 0.10 \OO Cam,' CA" 612"
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.
01203.0006/374909.1 C-26
•
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 Riverside }
July 6, 2017 K. Fairweather
On before me, Notary
Date Insert Name and Title of the officer
Public, personally appeared Joseph Nanci
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s),or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct. lagui."1161. abladi.. K.FAIRWER HER
limfr tip_ Notary Public-California
WITNESS my hand and official seal. �� Riverside County
�*1 co won
o►2149313
IA Cornet.Ex Iris r 21.2020
1 --
Sign. •re: '
OPTIONAL
Though this section is optional, completing this information can deter alteration of the dOcumeat or fraudulent
attachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signer(s)Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signers Name: Signers Name:
❑ Corporate Officer—Title(s) ❑ Corporate Officer—Title(s)
❑ Partner-❑ Limited ❑General ❑ Partner-❑ Limited ❑General
❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
ACTION AND RESOLUTION BY
THE BOARD OF DIRECTOR OF
EBS GENERAL ENGINEERING, INC
A CALIFORNIA CORPORATION
All of the Board of Directors of EBS General Engineering,Inc.,desiring to insure
that all the proper and authorized individuals,who have corporate authority to bind the
said corporation to any and contracts executed by such authorized individuals,have been
approved by the board of directors of EBS General Engineering,held a meeting on
January 3,2010.
The Board,following a review of the foregoing matter,and upon motion madeand
seconded,the Board of Directors hereby determines and votes unanimously as follows:
BE IT THEREFORE RESOLVED that Joseph Nanci is hereby designated, authorized
and empowered, to be duly authorized with all the attendant powers and authorizations
related thereto,to bind,obligate and commit EBS General Engineering, Inc. to any and
all contracts executed by and between EBS General Engineering,Inc.and any other
contracting party.
There being no further or pending business before the Board,the meeting was
adjourned.
BOARD OF DIRECTORS
Date;January 3,2010
Josepanci,Sole Director
ATTESTATION
I,being the Secretary of the above referenced corporation,do hereby certify that the
above resolution is the resolution of the corporation.
soluti ,„:Vt-,-
on of thf L t_
Josef+ , anci,.Secretary
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 XXXX )
On before me,
Date Here Insert Name and Title of Officer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY
under the laws of the State of California
that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
Place Notary Seal Above
01203.0006/374909.1 C-27
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
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 XXXX )
On before me,
Date Here Insert Name and Title of Officer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY
under the laws of the State of California
that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature of Notary Public
Place Notary Seal Above
01203.0006/374909.1 C-28
EXHIBIT "A"
SCOPE OF WORK
Contractor shall perform all of the work and comply with all of the specifications and
requirements in the "Plans", "Notice Inviting Bids", "Instructions to Bidders", "General
Provisions," and "Special Provisions" included in the bid documents for the project
entitled Annual Sidewalk Repair Program Fiscal Year 2016-2017, including any
documents or exhibits referenced therein("Contract Documents").
II. Brief description of the work to be performed:
The furnishing of all necessary labor, materials, equipment, tools and other incidental and
appurtenant work necessary to perform the work required by the Contract Documents. The general
items of work include: removing and replacing sidewalk, driveway aprons, and curb and gutter at
various locations throughout the City. The specific items of work may include but are not limited
to: demolition and installation of sidewalks, PCC curbs, PCC gutters, PCC curb and gutter, and
PCC drive approach; asphalt repair; PCC grinding; and miscellaneous grading and appurtenant
items not mentioned that are 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(MUTCD),
latest edition.
01203.0006/374909.1 C-29
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
None.
01203.0006/374909.1 C-30
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Schedule submitted as part of
Contractor's Proposal, and listed below:
Item Description Estimated Unit Unit Price Extended
No Quantity Amount
1-1 Remove/Replace 4" 6,344 SF $10.50 $66,612.00
Sidewalk
2-1 Remove/Replace 4" 512 SF $16.00 $8,192.00
Sidewalk
1-2 Remove/Replace 6" 1,428 SF $13.00 $18,564.00
Sidewalk
2-2 Remove/Replace 6" 360 SF $20.00 $7,200.00
Sidewalk
1-3 Remove/Replace 4" 2,840 SF $13.00 $36,920.00
Driveway Approach
2-3 Remove/Replace 6" 375 SF $20.00 $7,500.00
Driveway Approach
1-4 Remove/Replace 8" 197 LF $80.00 $15,760.00
Curb and Gutter with
1-3' Curb Slot
2-4 Remove/Replace 8" 75 LF $120.00 $9,000.00
Curb and Gutter with
1-3' Curb Slot
1-5 Grind Sidewalk Joint 41 EA $200.00 $8,200.00
2-5 Grind Sidewalk Joint 16 EA $350.00 $5,600.00
Total Price: $183,548.00
Note: Some items may be adjusted or deleted. Any changes to the quantities for
these items shall not classify as a substantial change as stipulated in Section 3-
2.2.1 of the Standard Specifications. Therefore, regardless of total actual amount
(percentage) compared to estimated quantities,the unit prices provided above by
the Bidder shall be applied to the final quantity when payment is calculated for
these items. No adjustment in the unit prices will be allowed. The City reserves
01203.0006/374909.1 C-31
the right to not use any of the estimated quantities, and if this right is exercised,
the Contractor will not be entitled to any additional compensation. Cost of all
export of material shall be included in the above unit costs; no additional
compensation will be granted for such expenses.
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 Contractor 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, when
applicable.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation, when applicable.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services, when applicable.
V. The total compensation for the Services shall not exceed $183,548.00 as provided in
Section 2.1 of this Agreement.
01203.0006/374909.1 C-32
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work within forty-five (45) 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.
01203.0006/374909.1 C-32
BOND #4412252
PREMIUM $2,643
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to
EBS GENERAL ENGINEERING, INC. , as Contractor ("Principal"), a Contract for the
work entitled and described as
follows: ANNUAL SIDEWALK REPAIR PROGRAM FISCAL YEAR 2016-2017
WHEREAS, the Contractor is required under the terms of said Contract to furnish a
bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of **
($ 183,548.00 ), 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.
**ONE HUNDRED EIGHTY THREE THOUSAND FIVE HUNDRED FORTY EIGHT AND NO/100 DOLLARS
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 JULY 3 2017 .
PRINCIPAL EBS ENERAL ENGINEERING, INC.
(Seal if Corporation) By /4--
Joseph A. Nanci, President
Title
(Attach Acknowledgment of Authorized Representative of Principal)
C-32
Any claims under this bond may be addressed to:
SURETEC INSURANCE COMPANY (name and address of Surety)
3131 CAMINO DEL RIO N. , #1450
SAN DIEGO, CA 92108
CULBERTSON INSURANCE SERVICES. INC.(name and address of Surety's agent for service
of
process in California, if different from above)
5500 E. SANTA ANA CANYON RD. , #201
ANAHEIM, CA 92807
(714) 921-0530 (telephone number of Surety's agent in
California)
(Attach Acknowledgment) SURETEC INSURANCE COMPANY
SURETY
By
(Atto 'ey-in-Fact) SPENCER FLAKE
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to-
do
odo business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
C-33
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 Riverside }
On July 7, 2017 before me, K. Fairweather Notary
Date Insert Name and Title of the officer
Public, personally appeared Joseph Nanci
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s),or the entity upon behalf of which the person(s) acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State_ofLaliforuiahat the foregoing paragraph
is true and correct. - K.FAMRWEA NE0
Y Notary Public-California
WITNESS myhand and official seal. Riverside County
\s'rr; Commission#t 2149313
M Comm.Expires A r 21.2020
dirOPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent
attachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signers Name: Signers Name:
❑ Corporate Officer—Title(s) ❑ Corporate Officer—Title(s)
❑ Partner-❑ Limited ❑ General ❑ Partner-❑ Limited ❑ General
❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
County of Orange
On 07-03-17 before me, Lexie Sherwood , Notary Public,
Date Insert Name of Notary exactly as it appears on the official seal
personally appeared Spencer Flake
Name(s)of Signer(s)
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),
LEXIE SHERWOOD and that by his/her/their signature(s) on the instrument the
COMM.#2031782 person(s), or the entityupon behalf of which the person(s)
_ ; NOTARY PUBLIC'CALIFORNIA acted, executed the instrument.
"`) ORANGE COUNTY -'
Comm.Exp.JULY 27,2017 I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
Witness my hand and official seal.
SignatureCQ,
Place Notary Seal Above Signature of to Public exie erwoo
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of the form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s)Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title(s): ❑ Corporate Officer —Title(s):
❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑General
❑ Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT
❑ Trustee OF SIGNER ❑ Trustee OF SIGNER
❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
POA#, 510123
SureTec Insurance Company
LIMETED POWER OF ATTORNEY
Know All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organised and
existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents
make,constitute and appoint
Charles L. Flake, David L.Culbertson,Spencer Flake
its true and lawful Attorney-in-fact,with full power and authority hereby conferred in its name,place and stead,to execute,acknowledge
and deliver any and all bonds,recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the
conditions of contracts and consents of surety for,providing the bond penalty does not exceed
Five Million and 00/100 Dollars($5,000,000.00)
and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President,sealed with the corporate
seal of the Company and duly attested by its Secretary,hereby ratifying and confirming all that the said Attorney-in-Fact may do in the
premises. Said appointment shall continue in force until 12/31/2019 and is made under and by authority of the following
resolutions of the Board of Directors of the SureTec Insurance Company:
Be it Resolved, that the President, any Vice-President, any Assistant Vice-President, any Secretary or any Assistant Secretary shall be and is
hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on
behalf of the Company subject to the following provisions:
Attorney-in-Fact may be given full power and authority for and in the name of and of behalf of the Company,to execute, acknowledge and
deliver,any and all bonds,recognizances,contracts,agreements or indemnity and other conditional or obligatory undertakings and any and all
notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such
Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary.
Be it Resolved,that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or
any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid
and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted at a meeting held on 20th of April,
1999.)
In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President,and its corporate seal
to be hereto affixed this 12th day of April ,A.D. 2017 .
SURANCF SURETEC 1 • • E : ANY
,?„ x,9 `1 g_ By:
it. 1'04
w t � � l y= John Knox .r., 'resin-nt
co
/
State of Texas ss: Al��,. 1
County of Harris •••••-••••
On this 12th day of April ,A.D. 2017 before me personally came John Knox Jr.,to me known,who,being by me duly sworn,did depose and say,that
he resides in Houston,Texas,that he is President of SURETEC INSURANCE COMPANY,the company described in and which executed the above
instrument;that he knows the seal of said Company;that the seal affixed to said instrument is such corporate seal;that it was so affixed by order of the
Board of Directors of said Company;and that he signed his name thereto by like order.
.....'.. XENIA CHAVEZ
��,p1Y PUe•.
;2. ,(=Notary Public,State of Texas
yc Comm.Expires 09-10-2020
.,,jjjw. Notary ID 129117659 X•.is e avez,Notary Public
y commission expires September 10,2020
I,M.Brent Beaty,Assistant Secretary of SURETEC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy
of a Power of Attorney,executed by said Company,which is still in full force and effect;and furthermore,the resolutions of the Board of Directors,set
out in the Power of Attorney are in full force and effect. •
Given under my hand and the seal of said Company at Houston, Texas this 3RD da of , J :r. 1 j 2017 ,A.D.
,17
.B •nt Be ,Assistant Se etary
Any instrument issued in excess of the penalty stated above is totally void and without any validity.
For verification of the authority of this power you may call(713)812-0800 any business day between 8:00 am and 5:00 pm CST.
BOND #4412252
PREMIUM: INCLUDED IN
PERFORMANCE BOND
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to
EBS GENERAL ENGINEERING. INC. , as Contractor ("Principal"), a Contract for the
work entitled and described as
follows: ANNUAL SIDEWALK REPAIR PROGRAM FISCAL YEAR 2016-12017
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 **
($ 183,548.00 ), 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.
**ONE HUNDRED EIGHTY THREE THOUSAND FIVE HUNDRED FORTY EIGHT AND NO/100 DOLLARS
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) 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.
C-34
Executed on JULY 3 , 2017 .
PRINCIPAL S GEN L ENGINEERING, INC.
(Seal if Corporation) By
oseph A. Nanci, President
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
SURETEC INSURANCE COMPANY (name and address of Surety)
3131 CAMINO DEL RIO N. , #1450
SAN DIEGO, CA 92108
CULBERTSON INSURANCE SERVICES, INC.(name and address of Surety's agent for service
of process in California, if different from above)
5500 E. SANTA ANA CANYON RD. , #201
ANAHEIM, CA 92807
(714) 921-0530 (telephone number of Surety's agent in
California)
(Attach Acknowledgment) SURETEC INSURANCE COMPANY
SURETY
By
(Atto ey-in-Fact) SPENCER FLAKE
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized.tc
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
C-35
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
County of Orange
On 07-03-17 before me, Lexie Sherwood , Notary Public,
Date Insert Name of Notary exactly as it appears on the official seal
personally appeared Spencer Flake
Name(s)of Signer(s)
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
# ;.; , LEXIE SHERWOOD person(s), or the entity upon behalf of which the person(s)
< ,v_ ,\ COMM.#2031782 acted, executed the instrument.
o
(..91.1/4:fit 7k: j NOTARY PUBLIC•CALIFORNIA
M F ORANGE COUNTY n
�___. comm.Exp.JULY 27,2017 I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
Witness my hand and official s-al.
/
Signature / 14 4.,
Place Notary Seal Above Signature of otary•ublic Lexie S erwood
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of the form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s)Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title(s): ❑ Corporate Officer —Title(s):
❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General
❑ Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT
❑ Trustee OF SIGNER ❑ Trustee OF SIGNER
❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
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 Riverside }
On July 7, 2017 before me, K. Fairweather Notary
Date Insert Name and Title of the officer
Public, personally appeared Joseph Nanci
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s),or the entity upon behalf of which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct. �� �
R. WEATHER
WITNESS my hand and official seal. 1:,,..„..,;.;` �t•CWfornia
<'''-0: . Rivtnidt WOWg
:T!L
Commission•21 {13
M Comm Fxpires Apr 21,2020
Signatu �� _i1f --
t`'."`r
01
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent
attachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document: Document Date:
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signers Name: Signers Name:
❑ Corporate Officer—Title(s) ❑ Corporate Officer—Title(s)
❑ Partner-❑ Limited ❑General ❑ Partner-❑ Limited ❑General
❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact
❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
POA#: 510123
SureTec Insurance Company
LIMITED POWER OF ATTORNEY
Know All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and
existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents
make,constitute and appoint
Charles L. Flake, David L.Culbertson,Spencer Flake
its true and lawful Attorney-in-fact,with full power and authority hereby conferred in its name,place and stead,to execute, acknowledge
and deliver any and all bonds,recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the
conditions of contracts and consents of surety for,providing the bond penalty does not exceed
Five Million and 00/100 Dollars($5,000,000.00)
and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President,sealed with the corporate
seal of the Company and duly attested by its Secretary,hereby ratifying and confirming all that the said Attorney-in-Fact may do in the
premises. Said appointment shall continue in force until 12/31/2019 and is made under andby authority of the following
resolutions of the Board of Directors of the SureTec Insurance Company: •
Be it Resolved, that the President, any Vice-President, any Assistant Vice-President, any Secretary or any Assistant Secretary shall be and is
hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on
behalf of the Company subject to the following provisions:
Attorney-in-Fact may be given full power and authority for and in the name of and of behalf of the Company,to execute, acknowledge and
deliver,any and all bonds,recognizances,contracts,agreements or indemnity and other conditional or obligatory undertakings and any and all
notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such
Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary.
Be it Resolved,that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or
any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid
and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted at a meeting held on 20th of April,
1999.)
In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President,and its corporate seal
to be hereto affixed this 12th day of April ,A.D. 2017 .
otisonuo SURETEC I • • E ii ANY
RAN
CFO
4u /41
,'=I9 : By:
s�� ,
0111/74P" n John Knox If." o •nt
State of Texas ss: � I /-
County of Harris ....•
Mill""id'"
On this 12th day of April ,A.D. 2017 before me personally came John Knox Jr.,to me known,who,being by me duly sworn,did depose and say,that
he resides in Houston,Texas,that he is President of SURETEC INSURANCE COMPANY,the company described in and which executed the above
instrument;that he knows the seal of said Company;that the seal affixed to said instrument is such corporate seal;that it was so affixed by order of the
Board of Directors of said Company;and that he signed his name thereto by like order.
�.�`141,, XENIA CHAVEZ
�� ue
r. 0=Notary Public,State of Texas
.v.,.• ,+� -Comm.Expires 09-10-2020
.....,;, � Notary ID 129117659 X•.1a i avez,Notary PublicAld
• y commission expires September 10,2020
I,M.Brent Beaty,Assistant Secretary of SURETEC INSURANCE COMPANY,do hereby certify that the above and foregoing is a true and correct copy
of a Power of Attorney,executed by said Company,which is still in full force and effect;and furthermore,the resolutions of the Board of Directors,set
out in the Power of Attorney are in full force and effect. •
Given under my hand and the seal of said Company at Houston, Texas this 3RD da of , �. 1 2017 ,A.D.
.B •nt Be ,Assistant Se etary
Any instrument issued in excess of the penalty stated above is totally void and without any validity.
For verification of the authority of this power you may call(713)812-0800 any business day between 8:00 am and 5:00 pm CST.