CC SR 20171219 G - Hawthorne Blvd Arterial Walls & Fences Construction ContractRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 12/19/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to award a construction contract and construction
management agreement for the Hawthorne Boulevard Arterial Walls and Fences
Beautification Project.
RECOMMENDED COUNCIL ACTION:
(1) Approve the plans and specifications for the Hawthorne Blvd. Arterial Walls and
Fences Beautification project, which are on file in the Public Works Department;
(2) Award a construction contract to Metrocell Construction Inc. in the amount of
$241,586;
(3) Award a contract services agreement to Atkins North America in the amount of
$59,440;
(4) Authorize Staff to utilize an additional 10% ($30,103) for project contingency for a
total project authorization of $331,129.
(5) Appropriate an additional $231,129 for this project from the CIP Reserves.
FISCAL IMPACT: $231,129
Amount Budgeted: $100,000
Additional Appropriation: $231,129
Account Number(s): 330 -400 -8811 -8802 -
ORIGINATED BY: Nadia Carrasco, Assistant Engineer
REVIEWED BY: Elias Sassoon, PE, Director of Public Works 5
APPROVED BY: Doug Willmore, City Manager /'.-7,-i
ATTACHED SUPPORTING DOCUMENTS:
A. Site Map (page A-1)
B. Construction agreement for Metrocell Construction, Inc. (page B-1)
C. Contract services agreement for Atkins North America (page C-1)
BACKGROUND AND DISCUSSION:
On July 19, 2016, the City Council reviewed an assessment report on the general
condition of the fences and walls along the City's arterial streets. Based on information
presented, the City Council directed Staff to proceed with short-term solutions to
address the unsafe and deteriorating condition of privately -owned arterial fences and
walls, with an emphasis on addressing deteriorated chain-link fencing along Hawthorne
1
Boulevard, and to return with a long-term plan to address arterial fences and walls
throughout the City.
On March 1, 2017, the City sent a letter to the owners of 118 properties abutting
Hawthorne Boulevard, requesting the removal of deteriorated fences and pilasters and
any earth and vegetation debris that had fallen into the public right-of-way. The letter
also indicated that property owners had the option of allowing the City to do the work, at
the City's expense, since the City Council authorized funding to do a one-time clean-up
of the fences and walls along Hawthorne Boulevard. In order to take advantage of this
opportunity, property owners were informed that they needed to submit a signed Access
Agreement authorizing the City and its crews to enter their properties to complete this
work. To date, the City has received 92 signed Access Agreements (78% response),
which allows the City to complete this work, but is unaware of any property owner who
has voluntarily removed their fence or wall. The remaining 22% of affected property
owners will have one final opportunity to take advantage of the program at the time
construction starts. If property owners chose not to participate, they will be required to
remove the chain link fence and clean up the right-of-way area at their own expense.
Construction Contract
The project was publicly advertised and sealed bids were received and opened on
August 24, 2017. Metrocell Construction, Inc. (Metrocell) submitted the lowest
responsive bid out of 7 bids received. While Victor Concrete, Inc. and Horizons
Construction had lower bids than Metrocell, it was determined that their bids were non-
responsive due to failing to meet the requirement that traffic control services would have
to be performed by a licensed traffic control company. As a result, Metrocell has the
lowest, responsive bid. The following table summarizes the bids received:
BID SUMMARY
Construction Companies
Bid Amount
Victor Concrete, Inc.
$ 83,706*
Horizons Construction
$ 149,634*
Metrocell Construction Inc.
$ 241,586
D'Ambrossi Concrete
$ 250,023
STL Landscape, Inc.
$ 310,000
GRFCO, Inc.
$ 311,060
ENGINEER'S ESTIMATE OF PROBABLE COST
$353,724
Colich & Sons L.P.
$ 379,312
*Non -Responsive bids due to error
The project bid consists of removing chain-link fence material, posts and concrete
footings, and interfering vegetation and excess dirt that have fallen into the public right-
of-way. The fallen concrete pilasters covered in Palos Verdes stone will also be
removed. Any voids created by the fence or pilaster removal will be replenished with
clean imported soil material and compacted to at least 95% relative compaction. All
2
debris material will be sorted by the contractor and disposed of by EDCO. Since the
work is along Hawthorne Boulevard, traffic control will be performed by a professional
traffic control company to ensure a safe work space and adequate protection and
warning for the motoring/cycling and walking public.
The apparent low bidder is Metrocell. Staff has verified Metrocell's references and
found their past performance on jobs of similar size and scope to be satisfactory.
Metrocell Construction has performed work for the cities of Pomona and San Juan
Capistrano. Their bid, bonds and insurance documents are in order and their
contractor's license is current.
Construction Management/Inspection Contract
Professional services are needed for management and inspection of the construction
activities. Staff solicited proposals from professional construction management firms to
provide these services. Proposals from three firms were received and evaluated using
the Quality -Based Selection (QBS) process, which entails a selection process based on
qualifications and performance. After reviewing the proposals, Staff chose to proceed
with Atkins North America (Atkins) as the preferred Construction Management and
Inspection firm. Their fee was based on providing full-time inspection services and full-
time construction management services. With a project of this size and the sensitivity of
working in the backyards of many private properties, it was determined that Atkins
proposed services are in-line with the City's expectations. Their proposed hourly rates
and associated fees are reasonable and consistent with industry standards.
CONCLUSION:
Adopting Staff's recommendation will award a construction contract to Metrocell
Construction Inc. in the amount of $241,586; and award a contract services agreement
in the amount of $59,440 to Atkins North America for construction management and
inspection services. Construction is expected to begin in January 2018 and will
conclude in 30 working days, provided that there are no delays.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative action is available for
the City Council's consideration:
Reject all bids and re -advertise the project.
9
Attachment A
Hawthorne Blvd AreNa Wal & Fences
Beautification Project —Site Map
)S VE RD ES ESTATES
�
�
A-1
� \'�%-
, .
.
n. ,
I
�
A-1
PUBLIC WORKS AGREEMENT
by and between
CITY OF RANCHO PALOS VERDES
and
METROCELL CONSTRUCTIN INC.
for
HAWTHORNE BLVD ARTERIAL WALLS BEAUTIFICATION PROJECT#RW2017-03
01203.0006/395888.4 B-1
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
METROCELL CONSTRUCTIN INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein "Agreement") is made
and entered into this 19th day of December 2017 by and between the City of Rancho Palos
Verdes, a Delaware municipal corporation ("City") and Metrocell Construction Inc.,
("Contractor"). City and Contractor may be referred to, individually or collectively, as "Party" or
"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 I 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
01203.0006/395888.4 1
B-2
purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the "General Provisions" and "Special
Provisions" in the bid documents for the project entitled Hawthorne Blvd Arterial Wall
Beautification Project, Project #RW2017-03 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.
01203.0006/395888.4 2
B-3
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the
provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of
Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public
works projects. Contractor shall be responsible for compliance with these aforementioned
Sections for all apprenticeable occupations. Prior to commencing work under this Agreement,
Contractor shall provide City with a copy of the information submitted to any applicable
apprenticeship program. Within sixty (60) days after concluding work pursuant to this
Agreement, Contractor and each of its subcontractors shall submit to the City a verified
statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight -Hour Work Day. Contractor acknowledges that eight (8)
hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor
Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be
bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work
excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for
each worker employed in the performance of this Agreement by the Contractor or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half (1'/2) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and
3700 provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Contractor certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
Contractor's Authorized Initials
(i) Contractor's Responsibility for Subcontractors. For every
subcontractor who will perform work under this Agreement, Contractor shall be responsible for
01203.0006/395888.4 3
B-4
such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code, and shall make such compliance a requirement in any
contract with any subcontractor for work under this Agreement. Contractor shall be required to
take all actions necessary to enforce such contractual provisions and ensure subcontractor's
compliance, including without limitation, conducting a review of the certified payroll records of
the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor
to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations, and approvals as may be required by law for the performance of the services
required by this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest, which may be imposed by law and
arise from or are necessary for the Contractor's performance of the services required by this
Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or
agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or
imposed against City hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor
(i) has thoroughly investigated and considered the scope of work to be performed, (ii) has
carefully considered how the services should be performed, and (iii) fully understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. If the services involve work upon any site, Contractor warrants that Contractor has
or will investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are
disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous
waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class
I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent
conditions, materially different from those indicated; or (iii) unknown physical conditions at the
site of any unusual nature, different from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in this Agreement, and will materially affect the
performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that
the conditions do materially differ, or do involve hazardous waste, and cause a decrease or
increase in Contractor's cost of, or the time required for, performance of any part of the work,
shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor
whether the conditions materially differ, or involve hazardous waste, or cause a decrease or
increase in Contractor's cost of, or time required for, performance of any part of the work,
01203.0006/395888.4 4
B-5
Contractor shall not be excused from any scheduled completion date set, but shall proceed with
all work to be performed under the Agreement. Contractor shall retain any and all rights
provided either by contract or by law, which pertain to the resolution of disputes and protests
between the contracting parties.
(e) City will compensate Contractor to the extent required by
Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
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
01203.0006/395888.4 5
B-6
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. 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 $25,000, whichever is less; or any increase in the time to perform of up to one hundred
eighty (180) days; and does not materially affect the Work and which are not detrimental to the
Work or to the interest of the City, may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in
accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates
in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of
such work shall not exceed an amount agreed upon in writing and signed by Contractor and
Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for
actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and
subcontractors performing the work for the Change Order at the time such work is done. The use
of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost
to Contractor or lowest current price which such materials and equipment are reasonably
available at the time the work is done, whichever is lower.
(iii) If the cost of the extra work cannot be agreed upon, the Contractor must
provide a daily report that includes invoices for labor, materials and equipment costs for the
01203.0006/395888.4 6
B-7
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 Two Hundred Forty -One Thousand, Five Hundred and
Eighty -Six Dollars ($241,586) (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.
01203.0006/395888.4 7 Q
B -U
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.
01203.0006/395888.4 g
B-9
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt
of a written notice to proceed and shall perform all services within the time period(s) established
in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
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
01203.0006/395888.4 9 B-1 0
exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of
Performance (Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor ("Principals") are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith:
James Culwell President
(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 Elias Sassoon,
Director of Public Works or such person as may be designated by the City Manager. It shall be
the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress
01203.0006/395888.4 10 B-1 1
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:
01203.0006/395888.4 11 B-1 2
(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.
01203.0006/395888.4 12 B-1 3
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written
notice by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
01203.0006/395888.4 13 B-14
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]
Agent's Initials
City, its respective elected and appointed officers, directors, officials, employees,
agents and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Contractor performs; products and completed operations of Contractor; premises
owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by
Contractor. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Contractor's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects City or its respective elected or appointed officers, officials,
employees and volunteers or the Contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration, defense expenses and claims. The Contractor
agrees that the requirement to provide insurance shall not be construed as limiting in any way the
extent to which the Contractor may be held responsible for the payment of damages to any
persons or property resulting from the Contractor's activities or the activities of any person or
persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's
indemnification liabilities as provided in Section 5.3.
In the event the Contractor subcontracts any portion of the work in compliance
with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same policies of insurance that the Contractor is
required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and
hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and
will hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or
01203.0006/395888.4 14 B-1 5
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, 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.
01203.0006/395888.4 15 B-1 6
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the
City, the following:
(a) A performance bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the faithful performance of
this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of
this Agreement, in the form provided by the City Clerk, which secures the payment of all persons
furnishing labor and/or materials in connection with the work under this Agreement.
Both the performance and labors bonds required under this Section 5.5 shall
contain the original notarized signature of an authorized officer of the surety and affixed thereto
shall be a certified and current copy of his power of attorney. The bond shall be unconditional
and remain in force during the entire term of the Agreement and shall be null and void only if the
Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays
all labor and materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if
issued by companies qualified to do business in California, rated "A" or better in the most recent
edition of Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if
they are of a financial category Class VII or better, unless such requirements are waived by the
Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement
continues for more than 3 years duration, or in the event the Risk Manager determines that the
work or services to be performed under this Agreement creates an increased or decreased risk of
loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by Section 5.5 may be changed accordingly upon receipt of written
notice from the Risk Manager.
5.7 Substitution of Securities.
Pursuant to Public Contract Code Section 22300, substitution of eligible
equivalent securities for any funds withheld to ensure performance under this Agreement may be
permitted at 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;
01203.0006/395888.4 16 B-1 7
(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.
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
01203.0006/395888.4 17 B-1 8
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.
(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.
01203.0006/395888.4 18 B-1 9
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 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
01203.0006/395888.4 19 B-20
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.
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 Five Hundred Dollars ($500) 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.
01203.0006/395888.4 20 B-21
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.
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
01203.0006/395888.4 21 B-22
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.
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.
01203.0006/395888.4 22 B-23
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.
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.
01203.0006/395888.4 23 B-24
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
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that
(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is
formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement
does not violate any provision of any other Agreement to which said party is bound. This
Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of
the parties.
SIGNATURES ON FOLLOWING PAGE]
01203.0006/395888.4 24
B-25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Susan Brooks, Mayor
CONTRACTOR:
METROCELL CONSTRUCTION INC.
Name:
Title:
By:
Name:
Title:
Address:
1635 E. Cedar Street
Ontario, CA 91761
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.
01203.0006/395888.4 25 B-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 LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/395888.4
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-27
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/395888.4
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the "General Provisions" and "Special Provisions" included in the bid
documents for the project entitled HAWTHORNE BLVD ARTERIAL WALL
BEAUTIFICATION PROJECT, including any documents or exhibits referenced
therein (the "Services"). A map and list of affected streets are attached as Exhibit A-1.
II. Brief description of the work to be performed:
The general items of work include demolition and removal of existing chain link fencing
and associated fence posts and footings, selected damaged and leaning concrete
pilasters and associated rebar and footings, and removal of interfering vegetation debris.
Replace slope soil and re -compact to 95% relative compaction for any void soil caused
due to removal work. This work location is on property line of private property and
temporary limited right of entry access license agreements are in place for selected
property address locations as shown on the project plans. Only property locations shown
on the plans or as directed by the City shall be performed. Any existing private slope
drain lines encroaching over public right of way for the selected locations shall be
removed and replaced underground with 4" SDR 35 (or Schedule 40) pvc drain pipe and
curb core. The removed material shall be separated by type (type 1. chain link
fencing/steel, type 2. concrete/rock/rebar mixed, and type 3. vegetation). The
separated material shall be hauled from the project site to City Hall and placed in 40 -yd
bins by material type provided by the City trash hauler at City Hall. Work shall take place
between 8 AM to 4 PM unless otherwise authorized by the City. Traffic control plans
shall be submitted for review and approval prior to start of any work. Work shall take the
#2 lane and bike lane. The #1 lane shall remain open at all times. All work vehicles and
heavy equipment shall remain in the roadway where possible. Only rubber tire or rubber
track equipment shall be allowed in dirt parkway areas. Only light rubber tire equipment
shall be allowed in concrete sidewalk areas. All existing street improvements shall be
protected. Any damaged street improvements due to course of construction by the
Contractor shall be replaced in kind at the Contractor's expense. Traffic control devices
shall not be left in place overnight or over weekends. All traffic control devices shall be
set-up and removed in their entirety at the end of each work day. The work to be done
shall include furnishing all materials, equipment, tools, labor, and incidentals as required
by the Plans, Specifications, and Contract Documents, in the City of Rancho Palos
Verdes, California. The contractor is required to locate their own laydown area as
needed for any materials or work needs for the project.
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
01203.0006/395888.4 A-1
B-29
IV. All work is subject to review and acceptance by the City, and must be revised by the
Contractor without additional charge to the City until found satisfactory and accepted by
City.
V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic
in accordance with the California Manual on Uniform Traffic Control Devices (CA
MUTCD), latest edition.
01203.0006/395888.4
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 5.1(a), Commercial General Liability Insurance, is hereby amended to read
as follows (new text is identified in bold italics, deleted text in strike thio g ):
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 $2,000,000 per occurrence or if a general aggregate limit is used, then the
general aggregate limit shall be twice the occurrence limit.
01203.0006/395888.4
B-31
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of
Contractor's Proposal, and listed below:
BID SCHEDULE
Item
Removal of ex above ground pvc drain line and replace
Estimated
IIalt
Extended
C?eceriCrti�ni
Qi mils
Mean
(J nit rintt Amount
i
- IfAV TBORNE BLVD ARTERIAL WALL BEAUTIFICATION
PROJECTar
- -_ -- ---
Removal of chain link fence, fence posts and concrete
_
footings, and interfering vegetalion and haul and dump
concrete footings and haul and dump to bin at City Hall,
to bin at City Hall. Sou" separate the material by Vpe
4
1
as indicated in the desmptlon of word.
4,309
LF
$ 0,00
$129,270.t)fl
dawAption of work, (Replenishlimpart soil and
(Replanishhmport soil and recomW a rain of 95%
s recompact a mini of $b% relative compaction any soil
relative compaction any soil void caused by fence post
void paused by fance frost footings removal_)
andlor vegetation rerniswdl-
s
e
-
_-footings
Removal of conUrock pilaster, reber, and cone fooling
LS
$2,470.00
$2,470,04
i-evievr and approval
and haul and dump to bin at City Hafl. Source separate
2
the material by type as indicated in the descr"sption of
16
EA
31.2=00
S19,680.00
Take-down for each Ccristrmbon Werk Day where work
work. (Replenitshlimport sail and recompacf a rain of
6
l is parfarrned and traffic control is needed. Traffic control
95% relative cornpaction any soil void caused by
fit
$2,554,00
$76,600,40
TOTAL BASE III)€? SCHFDt1 LE IN NUMBERS- 3 241,586-00
T[Yi AL BASE BCC) SCIiEDC] LE IN WORIM Two h undreq fpr na thousand five hundred
eighty six dollars and hero cents
The rwi tract shall be swarded to the IcTrW r"poesihle bidder based on the TOTAL 81A
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
01203.0006/395888.4
C-1
B-32
Removal of ex above ground pvc drain line and replace
3
wiM construction of nevi underground SDR 35 {or sch
1
r A
$9,446.00
$5,4146.00
+I'0) drain line and curb care.
_
Removal of existing fence pests and associated
concrete footings and haul and dump to bin at City Hall,
4
Source separate the material by type as indicated in lite
137
f.F
$60,00
$$,220.Ot]
dawAption of work, (Replenishlimpart soil and
s recompact a mini of $b% relative compaction any soil
void paused by fance frost footings removal_)
Engineered traffic oDntrol plans submitted to City for
1
LS
$2,470.00
$2,470,04
i-evievr and approval
Traffic Control Setup, Intermediate Phasing, and
Take-down for each Ccristrmbon Werk Day where work
6
l is parfarrned and traffic control is needed. Traffic control
30
fit
$2,554,00
$76,600,40
shall be subcontracted and only psrfo med by a
licensed traffic control company.
n.TOTAL
BID SCHET1[JI�&
X241,586.00
TOTAL BASE III)€? SCHFDt1 LE IN NUMBERS- 3 241,586-00
T[Yi AL BASE BCC) SCIiEDC] LE IN WORIM Two h undreq fpr na thousand five hundred
eighty six dollars and hero cents
The rwi tract shall be swarded to the IcTrW r"poesihle bidder based on the TOTAL 81A
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
01203.0006/395888.4
C-1
B-32
when payment is calculated for these items. No adjustment in the unit prices will be allowed. The
City reserves the right not to use any of the estimated quantities, and if this right is exercised, the
Contractor's compensation will be adjusted accordingly, but in no event will exceed the Contract
Sum, except in accordance with Section 1.10, Additional Work and Change Orders. 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 Consultant for the Services performed upon submission of a
valid invoice. Each invoice is to include: an articulated measure of the quantities of work
completed and payments requested therefor, which shall be in accordance with Section 9
of the Standard Specifications. In accordance with Subsection 9-3.2 of the Standard
Specifications, the monthly payment date shall be the last calendar day of each month. A
measurement of work performed and a progress estimate of the value thereof based on
the contract and of the monthly payment shall be prepared by the Contractor and
submitted to the Director of Public Works or his/her authorized representative before the
tenth day of the following month for verification and payment consideration, but such
payment shall not exceed the estimated percentage of completeness of the project as a
whole, as determined by the Contract Officer.
V. The total compensation for the Services shall not exceed $241,586 as provided in Section
2.1 of this Agreement. This amount includes the base bid + additive bid item.
01203.0006/395888.4
C-2
B-33
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work within thirty (30) working days starting on the Notice
to Proceed date. Construction will begin upon issuance of the Notice to Proceed. The
Contractor must submit a project schedule for approval prior to the issuance of a Notice
to Proceed.
A. Pre -Construction Meeting — The Contractor shall attend a pre -construction
meeting with the Director of Public Works or his authorized representative, within
fifteen (15) calendar days of the Agreement's execution.
B. Work Schedule — Within seven (7) days after the pre -construction meeting,
Contractor shall supply the City with all project submittals setting forth a schedule
for the Contractor's performance and completion of the work. The work schedule
is subject to written approval by the City and shall be physically incorporated
herein as Exhibit "D-1", being initialed by both the Contractor and the Contract
Officer.
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 or schedule modifications for performance
of the Services in accordance with Section 3.2.
01203.0006/395888.4
D-1
EXHIBIT 66D-1"
PROJECT SCHEDULE
The Project Schedule will be added to and physically made a part of this Agreement once it
is approved by the Contract Officer and initialed by the Contractor and Contract Officer.
01203.0006/395888.4
0
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to
as Contractor ("Principal"), a Contract for the
work entitled and described as
follows:
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
($ ), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum
well and truly be made we bind ourselves, our heirs, executors, administrators, and
successors, jointly and severally, firmly by these presents. In case suit is brought upon this
bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by
the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound
Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things
stand and abide by, well and truly keep and perform all undertakings, terms, covenants,
conditions, and agreements in the said Contract and any alteration thereof, made as therein
provided, all within the time and in the manner designated and in all respects according to
their true intent and meaning, then this obligation shall become null and void; otherwise it
shall be and remain in full force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration, or modification of the Contract Documents or of the
work to be performed thereunder shall in any way affect its obligations on this bond, and it
does hereby waive notice of such change, extension of time, alteration, or modification of the
Contract Documents or of the work to be performed thereunder.
Executed on
(Seal if Corporation)
PRINCIPAL
IRA
Title
(Attach Acknowledgment of Authorized Representative of Principal)
20
01203.0006/395888.4
B-36
Any claims under this bond may be addressed to:
of
California)
(Attach Acknowledgment)
APPROVED:
(Attorney for CITY)
(name and address of Surety)
(name and address of Surety's agent for service
process in California, if different from above)
(telephone number of Surety's agent in
SURETY
By
(Attorney -in -Fact)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
01203.0006/395888.4
B-37
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to
as Contractor ("Principal"), a Contract for the
work entitled and described as
follows:
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
($ ), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum
well and truly be made we bind ourselves, our heirs, executors, administrators, and
successors, jointly and severally, firmly by these presents. In case suit is brought upon this
bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by
the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (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
01203.0006/395888.4
B-38
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
20
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
California)
(Attach Acknowledgment)
APPROVED:
(Attorney for CITY)
(name and address of Surety)
(name and address of Surety's agent for service
of process in California, if different from above)
(telephone number of Surety's agent in
SURETY
By
(Attorney -in -Fact)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
01203.0006/395888.4
B-39
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract
Type of Insurance
City of Rancho Palos Verdes
Project:
Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below -stated company in
conformance with the requirements of Article 5 of the Contract and is in force at this time, and is
in a form approved by the Insurance Commissioner.
The Company will give at least 30 days' written notice to the City and Engineer/Architect prior
to any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Named Insured (Contractor)
Street Number
City and State
Workers' Compensation:
Statutory Limits Under the Laws
of the State of California
Employers' Liability:
T
VQ
Each Accident
Disease - Policy Limit
Disease - Each Employee
Insurance Company
Street Number
City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
01203.0006/395888.4
B-40
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate
holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed
herein.
This is to certify that the policy has been issued to the named insured for the policy period
indicated, notwithstanding any requirement, term, or condition of any contract or other document
with respect to which this certificate may be issued or may pertain, the insurance afforded by the
policy described herein is subject to all the terms, exclusions, and conditions of such policy.
NOTICE:
No substitution or revision to the above certificate form will be accepted. If the insurance called
for is provided by more than one insurance company, a separate certificate in the exact above
form shall be provided for each insurance company.
01203.0006/395888.4
B-41
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured ("Named Insured')
Name and address of Insurance Company ("Company')
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached
(the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers are
additional insureds (the above named additional insureds are hereafter referred to as the "Additional
Insureds") under the Policy in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for
the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be
primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to
contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional
Insured against whom claim is made or suit is brought except with respect to the limits of the Company's
liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim
by one insured under the policy against another insured under the policy. All such claims shall be covered
as third -party claims, i.e., in the same manner as if separate policies had been issued to each insured.
Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability
as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in
conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and
the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than
thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this
notice provision, the policy as initially drafted will continue in full force and effect until compliance with
this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
01203.0006/395888.4
B-42
or incident to the perils insured against in relation to those activities described generally above with
regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent,
or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
Ci1y Manager,ty of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes,
California 90275.
10. Except as stated above and not in conflict with this endorsement, nothing contained
herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROMITO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
❑ Contractual Liability
❑ Owners/Landlords/Tenants
❑ Manufacturers/Contractors
❑ Products/Completed Operations
❑ Broad Form Property Damage
❑ Extended Bodily Injury
❑ Broad Form Comprehensive
General Liability Endorsement
❑ Explosion Hazard
❑ Collapse Hazard
❑ Underground Property Damage
❑ Pollution Liability
❑ Liquor Liability
R
12. A ❑ deductible or ❑ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable ❑ per claim or ❑ per occurrence (check one).
13. This is an ❑ occurrence or ❑ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number
01203.0006/395888.4
B-43
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed
20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/395888.4
AI I
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured ("Named Insured')
Name and address of Insurance Company ("Company')
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached
(the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers are
additional insureds (the above named additional insureds are hereafter referred to as the "Additional
Insureds") under the Policy in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for
the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be
primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to
contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional
Insured against whom claim is made or suit is brought except with respect to the limits of the Company's
liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim
by one insured under the policy against another insured under the policy. All such claims shall be covered
as third -party claims, i.e., in the same manner as if separate policies had been issued to each insured.
Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability
as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the
Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than
thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this
notice provision, the policy as initially drafted will continue in full force and effect until compliance with
this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
01203.0006/395888.4
B-45
or incident to the perils insured against in relation to those activities described generally above with
regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent,
or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained
herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD
THIS ENDORSEMENT ATTACHES FROM/TO
LIMITS OF
LLABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
❑ Any Automobiles
❑ All Owned Automobiles
❑ Non -owned Automobiles
❑ Hired Automobiles
❑ Scheduled Automobiles
❑ Garage Coverage
❑ Truckers Coverage
❑ Motor Carrier Act
❑ Bus Regulatory Reform Act
❑ Public Livery Coverage
0
12. A ❑ deductible or ❑ self-insured retention (check one) of $
applies to all coverage(s) except: (if none, so state). The deductible is applicable ❑
per claim or ❑ per occurrence (check one).
13. This is an ❑ occurrence or ❑ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number.
(signatures on following page)
01203.0006/395888.4
B-46
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed
20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/395888.4
AI
ADDITIONAL INSURED ENDORSEMENT
EXCESS LUBILITY
Name and address of named insured ("Named Insured')
Name and address oflnsurance Company ("Company')
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached
(the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers are
additional insureds (the above named additional insureds are hereafter referred to as the "Additional
Insureds") under the Policy in relation to those activities described generally above with regard to
operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for
the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be
primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to
contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional
Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's
liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim
by one insured under the policy against another insured under the policy. All such claims shall be covered
as third -party claims, i.e., in the same manner as if separate policies had been issued to each insured.
Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability
as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in
conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and
the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than
thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this
notice provision, the policy as initially drafted will continue in full force and effect until compliance with
this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with
regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent,
or subsequent active or passive negligence by the Additional Insureds.
01203.0006/395888.4
B-48
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained
herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD
THIS ENDORSEMENT ATTACHES FROM/TO
❑ Following Form
❑ Umbrella Liability
it. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO.
LIMITS OF
LIABILITY
AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above
coverages:
13. A ❑ deductible or ❑ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable ❑ per claim or ❑ per occurrence (check one).
14. This is an ❑ occurrence or ❑ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number.
01203.0006/395888.4
B-49
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed
20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
01203.0006/395888.4
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ATKINS NORTH AMERICA, INC.
for
CONSTRUCTION MANAGEMENT AND INSPECTION FOR THE HAWTHORNE
BLVD ARTERIAL WALLS BEAUTIFICATION PROJECT #RW2017-03
01203.0006/395887.2 - 1 C-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ATKINS NORTH AMERICA, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered
into this 19`h day of December 2017 by and between the City of Rancho Palos Verdes, a California
municipal corporation ("City") and Atkins North America, Inc., a California corporation ("Consultant").
City and Consultant may be referred to, individually or collectively, as "Party" or "Parties."
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services
defined and described particularly in Article 1 of this Agreement, was selected by the City to perform
those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms of that
performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties
and contained herein and other consideration, the value and adequacy of which are hereby acknowledged,
the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a
material inducement to the City entering into this Agreement, Consultant represents and warrants that it
has the qualifications, experience, and facilities necessary to properly perform the services required
under this Agreement in a thorough, competent, and professional manner, and is experienced in
performing the work and services contemplated herein. Consultant shall at all times faithfully,
competently and to the best of its ability, experience and talent, perform all services described herein.
Consultant covenants that it shall follow the highest professional standards in performing the work and
services required hereunder and that all materials will be both of good quality as well as fit for the
purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall
mean those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
01203.0006/395887.2 -2- 2
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal,
State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may
be required by law for the performance of the services required by this Agreement. Consultant shall have
the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary for the Consultant's performance of the
services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers,
employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied,
assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated
and considered the scope of services to be performed, (ii) has carefully considered how the services
should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement. If the services involve work upon any site, Consultant
warrants that Consultant has or will investigate the site and is or will be fully acquainted with the
conditions there existing, prior to commencement of services hereunder. Should the Consultant discover
any latent or unknown conditions, which will materially affect the performance of the services hereunder,
Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's
risk until written instructions are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or
other components thereof to prevent losses or damages, and shall be responsible for all such damages, to
persons or property, until acceptance of the work by City, except such losses or damages as may be
caused by City's own negligence.
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations
under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all
documents and take all actions as may be reasonably necessary to carry out the purposes of this
Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating
this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by
01203.0006/395887.2 - 3 C-3
altering, adding to or deducting from said work. No such extra work may be undertaken unless a written
order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i)
the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement,
which said adjustments are subject to the written approval of the Consultant. Any increase in
compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the
time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any
greater increases, taken either separately or cumulatively, must be approved by the City Council. It is
expressly understood by Consultant that the provisions of this Section shall not apply to services
specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk
that the services to be provided pursuant to the Scope of Services may be more costly or time consuming
than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.
City may in its sole and absolute discretion have similar work done by other contractors. No claims for
an increase in the Contract Sum or time for performance shall be valid unless the procedures established
in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set
forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this
reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of
this Agreement, the provisions of Exhibit `B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts
specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by
this reference. The total compensation, including reimbursement for actual expenses, shall not exceed
Fifty -Nine Thousand Four Hundred Forty Dollars ($59,440) (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less contract
retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the
Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub
tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other
methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance,
or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if
specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant
at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the
work with City is a critical component of the services. If Consultant is required to attend additional
meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation
for attending said meetings.
01203.0006/395887.2 -4- C_4
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance. By
submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all
provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor
contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice
City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether
the work performed and expenses incurred are in compliance with the provisions of this Agreement.
Except as to any charges for work performed or expenses incurred by Consultant which are disputed by
City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within
forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant
acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment
will occur within this time period. In the event any charges or expenses are disputed by City, the original
invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by
City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies
provided herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to
waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written
notice to proceed and shall perform all services within the time period(s) established in the "Schedule of
Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested
by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (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 Consultant, including, but not restricted to,
acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental
agency, including the City, if the Consultant shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the period
of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The
Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no
01203.0006/395887.2 -5- C_"
event shall Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to
this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall
continue in full force and effect until completion of the services but not exceeding one (1) year from the
date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
Michael Van Antwerp, AICP Division Manager
Albert Acevedo Contract Manager
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the
foregoing principals shall be responsible during the term of this Agreement for directing all activities of
Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of
Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of
the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may
their responsibilities be substantially reduced by Consultant without the express written approval of City.
Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this
Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or
liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's
officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither
Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement,
health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly
waives any claim Consultant may have to any such rights.
01203.0006/395887.2 - 6 C-6
4.3 Contract Officer.
The Contract Officer shall be Elias Sassoon, Director of Public Works, or such person as may be
designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Consultant shall refer
any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract
Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf
of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or means
by which Consultant, its agents or employees, perform the services required herein, except as otherwise
set forth herein. City shall have no voice in the selection, discharge, supervision or control of
Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or
hours of service. Consultant shall perform all services required herein as an independent contractor of
City and shall remain at all times as to City a wholly independent contractor with only such obligations
as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any
of its agents or employees are agents or employees of City. City shall not in any way or for any purpose
become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a
member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees
were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not
contract with any other entity to perform in whole or in part the services required hereunder without the
express written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether
for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more than
twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into
account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety
of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Covera.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement including any extension thereof, the
following policies of insurance which shall cover all elected and appointed officers, employees and
agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for
bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not
less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate
limit shall be twice the occurrence limit.
01203.0006/395887.2 -7-C-7
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall
indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising
from any injuries or occupational diseases occurring to any worker employed by or any persons retained
by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87)including"any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written
on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said
policy shall include coverage for owned, non -owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement must
be endorsed to be applicable to claims based upon, arising out of or related to services performed under
this Agreement. The insurance must be maintained for at least 5 consecutive years following the
completion of Consultant's services or the termination of this Agreement. During this additional 5 -year
period, Consultant shall annually and upon request of the City submit written evidence of this continuous
coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each subcontractor. All
coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the
Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its
elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute with
Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution
it may have against the City, its officers, employees and agents and their respective insurers. Moreover,
the insurance policy must specify that where the primary insured does not satisfy the self-insured
retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by
certified mail return receipt requested to the City. In the event any of said policies of insurance are
cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in
conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the
City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance
binders evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to
all required insurance policies at any time. Any failure to comply with the reporting or other provisions
of the policies including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate endorsement)
and shall conform to the following "cancellation" notice:
01203.0006/395887.2 -8- 8
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]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and
volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied or
used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage
shall contain no special limitations on the scope of protection afforded to City, and their respective
elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply
separately to each insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At the
option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects City or its respective elected or appointed officers, officials, employees and volunteers or the
Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims. The Consultant agrees that the requirement to provide
insurance shall not be construed as limiting in any way the extent to which the Consultant may be held
responsible for the payment of damages to any persons or property resulting from the Consultant's
activities or the activities of any person or persons for which the Consultant is otherwise responsible nor
shall it limit the Consultant's indemnification liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5
of this Agreement, the contract between the Consultant and such subcontractor shall require the
subcontractor to maintain the same policies of insurance that the Consultant is required to maintain
pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless
the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them
and each of them harmless from, any and all actions, either judicial, administrative, arbitration or
regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions
or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed
by any person, firm or entity arising out of or in connection with the negligent performance of the work,
operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or
invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from
Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred
in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with the
01203.0006/395887.2 -9- C-9
negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless
therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out
of or in connection with the negligent performance of or failure to perform the work, operation or
activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees,
any and all costs and expenses incurred by the City, its officers, agents or employees in such action or
proceeding, including but not limited to, legal costs and attorneys' fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails
to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City
to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes
claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful
misconduct of Consultant in the performance of professional services hereunder. The provisions of this
Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts
or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in
part from City's negligence, except that design professionals' indemnity hereunder shall be limited to
claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design
professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall
survive termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified
to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key
Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better,
unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique
circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk
manager determines that the work or services to be performed under this Agreement creates an increased
or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance
policies may be changed accordingly upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements
charged to City and services performed hereunder (the "books and records"), as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
performance of such services. Any and all such documents shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall
have full and free access to such books and records at all times during normal business hours of City,
including the right to inspect, copy, audit and make records and transcripts from such records. Such
records shall be maintained for a period of three (3) years following completion of the services
hereunder, and the City shall have access to such records in the event any audit is required. In the event
of dissolution of Consultant's business, custody of the books and records may be given to City, and
access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant
shall fully cooperate with the City in providing access to the books and records if a public records request
is made and disclosure is required by law including but not limited to the California Public Records Act.
-lo- C_1
0
01203.0006/395887.2
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning
the performance of the services required by this Agreement as the Contract Officer shall require.
Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to
be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes
aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease
the cost of the work or services contemplated herein or, if Consultant is providing design services, the
cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact,
circumstance, technique or event and the estimated increased or decreased cost related thereto and, if
Consultant is providing design services, the estimated increased or decreased cost estimate for the project
being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer
files, reports, records, documents and other materials (the "documents and materials") prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the
property of City and shall be delivered to City upon request of the Contract Officer or upon the
termination of this Agreement, and Consultant shall have no claim for further employment or additional
compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment
of the documents and materials hereunder. Any use, reuse or assignment of such completed documents
for other projects and/or use of uncompleted documents without specific written authorization by the
Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee
and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein. All
subcontractors shall provide for assignment to City of any documents or materials prepared by them, and
in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages
resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify
as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Consultant. Consultant shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the Contract
Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City Attorney,
voluntarily provide documents, declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement. Response to a
subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of
such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City shall
have the right to reimbursement and indemnity from Consultant for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Consultant's conduct.
01203.0006/395887.2 - 11 - C-11
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery request,
court order or subpoena from any party regarding this Agreement and the work performed there under.
City retains the right, but has no obligation, to represent Consultant or be present at any deposition,
hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the
opportunity to review any response to discovery requests provided by Consultant. However, this right to
review any such response does not imply or mean the right by City to control, direct, or rewrite said
response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted
in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in
such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in
the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not
have any obligation or duty to continue compensating Consultant for any work performed after the date
of default. Instead, the City may give notice to Consultant of the default and the reasons for the default.
The notice shall include the timeframe in which Consultant may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant.
During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the
default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant
does not cure the default, the City may take necessary steps to terminate this Agreement under this
Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed
to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or
not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or
which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and
(ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions
in performing or failing to perform Consultant's obligation under this Agreement. In the event that any
claim is made by a third party, the amount or validity of which is disputed by Consultant, or any
indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from
any payment due, without liability for interest because of such withholding, an amount sufficient to cover
such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect
the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement
shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach
01203.0006/395887.2 -12- C_12
of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any
subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or
services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay
or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair
such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,
the rights and remedies of the parties are cumulative and the exercise by either party of one or more of
such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other
rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity,
to cure, correct or remedy any default, to recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy
consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein,
Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et.
seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the
following Section for termination for cause. The City reserves the right to terminate this Contract at any
time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where
termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this
Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that
where termination is due to the fault of the City, the period of notice may be such shorter time as the
Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease
all services hereunder except such as may be specifically approved by the Contract Officer. Except where
the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services
rendered prior to the effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has
initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of
the work product actually produced hereunder. In the event of termination without cause pursuant to this
Section, the terminating party need not provide the non -terminating party with the opportunity to cure
pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds the compensation
herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City
may withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
01203.0006/395887.2 - 13- C-13
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or
proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding,
in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a
party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery and all other necessary costs the court allows which are incurred
in such litigation. All such fees shall be deemed to have accrued on commencement of such action and
shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability o�ty Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor
in interest, in the event of any default or breach by the City or for any amount which may become due to
the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire
any interest, directly or indirectly, which would conflict in any manner with the interests of City or which
would in any way hinder Consultant's performance of services under this Agreement. Consultant further
covenants that in the performance of this Agreement, no person having any such interest shall be
employed by it as an officer, employee, agent or subcontractor without the express written consent of the
Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any
conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this
Agreement nor shall any such officer or employee participate in any decision relating to the Agreement
which affects her/his financial interest or the financial interest of any corporation, partnership or
association in which (s)he is, directly or indirectly, interested, in violation of any State statute or
regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party
any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status,
national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall
take affirmative action to insure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital
status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith,
shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized
aliens for the performance of work and/or services covered by this Agreement, and should any liability or
sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and
-14- C-14
01203.0006/395887.2
shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all
costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either served
personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the
attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940
Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address
designated on the execution page of this Agreement. Either party may change its address by notifying the
other party of the change of address in writing. Notice shall be deemed communicated at the time
personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this
Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language
used and shall not be construed for or against either party by reason of the authorship of this Agreement
or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements between
the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all
previous negotiations, arrangements, agreements and understandings, if any, between the parties, and
none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall
be valid unless made in writing and approved by the Consultant and by the City Council. The parties
agree that this requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a
court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as
severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid
provision is so material that its invalidity deprives either party of the basic benefit of their bargain or
renders this Agreement meaningless.
9.6 Warran1y & 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
-15 - C-15
01203.0006/395887.2
Agreement which may affect his/her financial interest or the financial interest of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation
of any State or municipal statute or regulation. The determination of "financial interest" shall be
consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant
to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or
given, and will not pay or give, to any third party including, but not limited to, any City official, officer,
or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or
being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in
any act(s), omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City official,
officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant
is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment
of money, consideration, or other thing of value will render this Agreement void and of no force or
effect.
Consultant's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party
is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on
behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions
of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other
Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
-16- C-16
01203.0006/395887.2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Susan Brooks, Mayor
CONSULTANT:
Atkins North America, Inc.
By:
Name:
Title:
By:
Name:
Title:
Address: 770 The City Drive South, Suite 5000
Orange, CA 92868
Two corporate officer signatures required when Consultant is a corporation, with one signature
required from each of the following groups: 1) Chairman of the Board, President or any Vice
President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant
Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0006/395887.2
-17- C-17
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/395887.2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
C-18
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2017 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/395887.2
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERS) OTHER THAN NAMED ABOVE
C-19
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide construction oversight services for the Hawthorne Blvd
Arterial Walls & Fences Beautification Project, Project No. RW2017-03 (the "Project") to
ensure that the Project is implemented in compliance with the Agreement for Public Works
Services for Hawthorne Blvd Arterial Walls Beautification Project between the City and
Metrocell, Inc., and all plans, specifications, general provisions, special provisions,
technical provisions, and all other documents referenced and incorporated therein
("Contract Documents"). These services will include, but are not limited to:
A. Attend Pre -Construction Meeting
B. Resolve Field Issues and report to Project Manager
C. Coordinate and monitor geotechnical subconsultant services
D. Monitor contractor's Storm Water Pollution Prevention Plan Best
Practices
E. Prepare and Provide daily inspection reports
F. Monitor all work and traffic control in accordance with plans and
specifications
II. Consultant will utilize the following personnel to accomplish the Services:
A. Construction Manager — James Roberts
B. Project Inspector — Ardalan Vajdi
C. Contract Manager — Alberto Acevedo
III. Consultant shall conduct its operations so as to minimize any deviations from
schedule or budget adverse to City. Consultant shall inform City in advance of such
deviations, and shall provide written explanation and justification therefore to the City.
IV. In addition to the requirements in Section 6.2, during performance of the work,
Consultant will prepare and deliver the following tangible work products to the City:
A. A final report for the project that recaps the costs, schedule, and successes to the City and
the Project Manager for use in preparing the City Council Notice of Completion Staff
Report.
01203.0006/395887.2
C-20
V. All work product is subject to review and acceptance by the City and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
01203.0006/395887.2
C-21
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 5.1(c), Automotive Insurance, is hereby amended to read as follows (new text is
identified in bold italics, deleted text in strike thr-ough):
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 with
$2,000,000 aggregate. Said policy shall include coverage for owned, non -owned, leased, hired
cars and any automobile.
01203.0006/395887.2
C-22
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the following Services at the following rates:
01203.0006/395887.2
C-23
DESCRIPTION
RATE
TIME
SUB -BUDGET
A.
Pre -construction meeting
Construction Manager
$210/hr
5 hours
$1,050
Construction Inspector
$140/hr
3 hours
$420
B.
Resolve Field Issues/
Report to Project Manager
Construction Manager
$210/hr
20 hours
$4,200
Construction Inspector
$140/hr
120 hours
$16,800
C.
Coordinate and Monitor
Geotechnical
Subconsultant Services
Construction Manager
$210/hr
5 hours
$1,050
Construction Inspector
$140/hr
60 hours
$8,400
D.
Monitor Contractor's
Storm Water Pollution
Prevention Plan Best
Practices
Construction Manager
$210/hr
5 hours
$1,050
Construction Inspector
$140/hr
20 hours
$2,800
E.
Prepare and Provide Daily
Inspection Reports
Construction Manager
$210/hr
5 hours
$1,050
Construction Inspector
$140/hr
60 hours
$2,800
01203.0006/395887.2
C-23
F.
Monitor All Work and
Traffic Control In
Accordance With Plans
And Specifications
Contract Manager
$225/hr
2 hours
$450
Construction Manager
$210/hr
5 hours
$1,050
Construction Inspector
$140/hr
20 hours
$2,800
Field rep vehicle
$12/hr
243 hours
$2,916
Geotechnical Inspection
$12,604
TOTAL
$59,440
II. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all the work performed.
B. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
IV. The total compensation for the Services shall not exceed $59,440, as provided in
Section 2.1 of this Agreement.
01203.0006/395887.2
C-24
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall follow the schedule provided by the construction contractor. The construction
contractor's schedule, once approved in writing by the Contract Officer, shall be physically
added to this Agreement and made a part hereof, as Exhibit "D -l."
01203.0006/395887.2
C-25
EXHIBIT "D -I"
CONSTRUCTION SCHEDULE
01203.0006/395887.2
C-26