CC SR 20151006 K - Contract Roan Road Rehab ProjectCINOF RAf ICHO PALOS VERDES
MEMORANDUM
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: MICHAEL THRONE, P.E., DIRECTOR OF PUBLIC WORKST'r"
DATE: OCTOBER 6, 2015
SUBJECT: AWARD CONTRACT FOR CONSTRUCTION FOR THE
ROAN ROAD STORM DRAIN REHABILITATION
PROJECT
REVIEWED: DOUG WILLMORE, CITY MANAGERS
Project Managers: James Flannigan, Public Works Intern 317'
Ron Dragoo, Principal Engineer-�
RECOMMENDATIONS
1) Approve the construction plans and contract documents for the Roan Road Storm
Drain Rehabilitation Project;
2) Award a construction contract to GRFCO, Inc. in the amount of $76,300.00, and
authorize a 10% construction contingency in the amount of $7,630.00; and
3) Award a Professional Services Contract to KOA Corporation for Construction
Management, Inspection and labor management services in the amount of
$13,500, and
4) Approve and authorize the Mayor to execute License Agreements for brush
clearing and other work incidental to the Roan Road Storm Drain Rehabilitation
Project with owners of properties at 28678 Roan Road and 28684 Roan Road,
both in Rancho Palos Verdes; and
5) Authorize the Mayor and City Clerk to execute the Construction and Professional
Services Agreements, subject to approval as to form by the City Attorney.
FISCAL IMPACT
The recommended action will result in a total project authorized expenditure
(including a 10% construction contingency) of $97,430.00. The funding necessary to
compete this work has been appropriated in the FY 15/16 adjusted budget.
1
Award of Contract for the Construction of Roan Road Storm Drain Rehabilitation
Project
October 6, 2015
Page 2 of 3
Budgeted Amount:
Additional Appropriation
New Amount Balance:
Fund Balance:
Account Number(s)
EXECUTIVE SUMMARY
$ 231,095.00
N/A
N/A
N/A
501-3052-431-73-00
Roan Road is a cul-de-sac that collects runoff from neighboring areas and transmits it
into nearby Dodson Canyon. The upper segment of the storm drain on Roan Road was
lined using the cured -in-place pipe lining method several years ago. Construction
proposals were received for the rehabilitation of the lower segment of this storm drain
pipe, the lowest responsible and responsive bidder is GRFCO, Inc. Staff is recommending
awarding a storm drain rehabilitation contract to GRFCO, Inc., for their proposed amount
of $83,930.00 and awarding a Professional Services Contract to KOA Corporation for
construction management, inspection and labor compliance services in the amount of
$13,500.
BACKGROUND/ DISCUSSION
The upper reach of the Roan Road storm drain has previously been rehabilitated through
installing a liner in the pipe. The remaining 140 feet of storm drain pipe in the lower reach
of the system will be rehabilitated by installing a new pipe and to the canyon outlet. The
work will be performed on private property within a storm drain easement. The work area
is steep and likely will be completed using hand tools and manual labor. An outlet
structure will be constructed at the base of the easement using concrete and angular rock
to slow the runoff as it leaves the pipe.
Staff is aware of the fact that GRFCO, Inc., once known as Garcia Juarez Construction
has had three (3) penalties for violation of Labor Code 1777.5 and five (5) open
investigations with the labor commissioner for apprentice violations. These penalties and
open violations, however, do not make GRFCO a non -responsible bidder. To better
manage and administer the construction work, staff has recommended using KOA
Corporation to assist the City by providing Construction Management, Inspection and
Labor Compliance Monitoring Services. Staff believes obtaining this kind of focused help
will provide additional safeguards in this area.
The License Agreements have been signed by the homeowners of 28678 Roan Road
and 28684 Roan Road for the City to perform storm drain rehabilitation related work. The
License Agreements will be active for the duration of Work which is anticipated at thirty
(30) working days.
ADDITIONAL INFORMATION
The project was publicly advertised and sealed bids were received and opened on
September 23, 2015. GRFCO, Inc. submitted the lowest responsive bid out of the four
z
Award of Contract for the Construction of Roan Road Storm Drain Rehabilitation
Project
October 6, 2015
Page 3 of 3
(4) bids received. The following table summarizes the bids received:
Staff has verified GRFCO, Inc.'s references and found their past performance on jobs of
similar size and scope to be satisfactory. GRFCO, Inc. has performed similar work in the
City of Rancho Palos Verdes before in which the City found their work to be satisfactory.
GRFCO, Inc. has performed similar work with city agencies like Los Angeles Sanitation
Districts, Pasadena, Fullerton, Norco and Orange to name a few. The work in these cities
was very similar as they were replacing storm drains and sewers. Their bid, bonds, and
insurance documents are in order and their contractor's license is current.
CONCLUSION
Adopting the staff recommendation will provide the needed authorization to execute
construction and professional services contracts required to complete the Roan Road
Storm Drain Rehabilitation Project. Staff recommends awarding contracts to GRFCO,
Inc. and KOA Corporation and authorizing a construction contingency in the total not to
exceed amount of $97,430.00.
ALTERNATIVE
An alternative would be to reject all bids and re -advertise the construction project. Staff
is not recommending this alternative because time is of the essence and the bids received
are reasonable for the work to be performed.
Attachments:
A. Project Location Map (Page 4)
B. Construction Contract — GRFCO, Inc. (Page 6)
C. License Agreements for work related to the storm drain project (Page 36)
D. Professional Services Agreement — KOA Corporation (Page 49)
3
BID SUMMARY
Construction Companies
Bid
Amount
GRFCO, Inc
$
76,300.00
Colich & Sons L.P.
$
83,090.00
Pelesa, Inc.
$
168,029.00
O'Duffy Bros., Inc.
$
236,000.00
Staff has verified GRFCO, Inc.'s references and found their past performance on jobs of
similar size and scope to be satisfactory. GRFCO, Inc. has performed similar work in the
City of Rancho Palos Verdes before in which the City found their work to be satisfactory.
GRFCO, Inc. has performed similar work with city agencies like Los Angeles Sanitation
Districts, Pasadena, Fullerton, Norco and Orange to name a few. The work in these cities
was very similar as they were replacing storm drains and sewers. Their bid, bonds, and
insurance documents are in order and their contractor's license is current.
CONCLUSION
Adopting the staff recommendation will provide the needed authorization to execute
construction and professional services contracts required to complete the Roan Road
Storm Drain Rehabilitation Project. Staff recommends awarding contracts to GRFCO,
Inc. and KOA Corporation and authorizing a construction contingency in the total not to
exceed amount of $97,430.00.
ALTERNATIVE
An alternative would be to reject all bids and re -advertise the construction project. Staff
is not recommending this alternative because time is of the essence and the bids received
are reasonable for the work to be performed.
Attachments:
A. Project Location Map (Page 4)
B. Construction Contract — GRFCO, Inc. (Page 6)
C. License Agreements for work related to the storm drain project (Page 36)
D. Professional Services Agreement — KOA Corporation (Page 49)
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ATTACHMENT B
CHECKLIST FOR EXECUTION OF CONSTRUCTION CONTRACT
TO BE SUBMITTED BY SUCCESSFUL BIDDER:
❑ Two Executed Notarized Copies of the Agreement (Attached)
❑ Payment Bond in Amount of Contract (Attached)
❑ Performance Bond in Amount of Contract (Attached)
❑ Workers Compensation Insurance Certificate in the amount required by law (Attached)
❑ Liability Insurance Certificate in the Amount of $1 Million, Naming the City as a Co-
insured
❑ Automobile Insurance Certificate in the Amount of $1 Million
❑ General Aggregate Insurance Certificate in the Amount of $2 Million, Naming the City as
a Co-insured
❑ Agreement to Comply with California Labor Law Requirements (Attached)
❑ Business License with the City of Rancho Palos Verdes
❑ Indemnification and Hold Harmless Agreement (Attached)
❑ Additional Insured Endorsement - Comprehensive General Liability (Attached)
❑ Additional Insured Endorsement - Automobile Liability (Attached)
❑ Additional Insured Endorsement - Excess Liability (Attached)
R6871-0001\1800726v2.doc
ATTACHMENT B
CITY OF RANCHO PALOS VERDES
PUBLIC WORKS AGREEMENT
ROAN ROAD STORM DRAIN REHABILITTION PROJECT
THIS AGREEMENT ("Agreement")
2015, by and between the CITY
corporation ("City") and
is made and entered this day of
OF RANCHO PALOS VERDES, a California municipal
("Contractor"). Contractor's license number is
In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as
follows:
Scope of Services. Contractor shall perform the work and provide all labor,
materials, equipment and services in a good and workmanlike manner for the project
identified as ROAN ROAD STORM DRAIN REHABILITATION ("Project"), as
described in this Agreement and in the Bid Documents (including the Notice Inviting
Sealed Bids, the Instructions to Bidders, the General Provisions, the Special
Provisions, the Proposal, Appendices I through V, and all addenda as prepared prior
to the date of bid opening setting forth any modifications or interpretations of any
said documents), which are on file with the Department of Public Works and
incorporated herein by this reference, including miscellaneous appurtenant work. All
work shall be performed in accordance with the latest edition of the Standard
Specifications for Public Works Construction (commonly known as the "Greenbook"),
including supplements, prepared and promulgated by the Southern California
Chapter of the American Public Works Association and the Associated General
Contractors of California (collectively "Standard Specifications"), which is
incorporated herein by this reference. In the event of any conflict between the terms
of this Agreement and incorporated documents, the terms of this Agreement shall
control.
2. Extra Work. Extra work, when ordered in writing by the Director of Public Works and
accepted by the Contractor, shall be paid for under written work order in accordance
with the terms therein provided. Payment for extra work will be made at the unit price
or lump sum previously agreed upon in writing between the Contractor and the
Director of Public Works. All extra work shall be adjusted daily upon report sheet
furnished by the Contractor, prepared by the Director of Public Works, and signed by
both parties, and said daily report shall be considered thereafter the true records of
extra work done.
3. Effective Date. This Agreement is effective as of the date listed above, and shall
remain in full force and effect until Contractor has rendered the services required by
this Agreement.
4. Time. Time is of the essence in this Agreement.
5. Force Majeure. Neither the City nor Contractor shall be responsible for delays in
performance under this Agreement due to causes beyond its control, including but
not limited to acts of God, acts of the public enemy, acts of the Government, fires,
floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns,
freight embargoes, unusually severe weather, and supplier delays due to such
C-1 6
ATTACHMENT B
causes. Neither economic nor market conditions nor the financial condition of either
party shall be considered a cause to excuse delay pursuant to this Section. Each
party shall notify the other promptly in writing of each such excusable delay, its
cause and its expected delay, and shall upon request update such notice.
6. Compensation. In consideration of the services rendered hereunder, City shall pay
Contractor a not to exceed amount of dollars
($ ) in accordance with the prices as submitted in Contractor's
Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference.
7. Payments. City shall make payments within thirty (30) days after receipt of an
undisputed and properly submitted payment request from Contractor. City shall
return to Contractor any payment request determined not to be a proper payment
request as soon as practicable, but not later than seven (7) days after receipt, and
shall explain in writing the reasons why the payment request is not proper.
A payment shall be made as the City Council of the City prescribes upon estimates
approved by the City Council. However, progress payments shall not be made in excess
of ninety-five percent (95%) of the percentage of actual work completed plus a like
percentage of the value of material delivered on the ground or stored subject to, or under
the control of, the City, and unused. The City shall withhold not less than five percent
(5%) of the Agreement price until final completion and acceptance of the Project.
However, at any time after fifty percent (50%) of the work has been completed, if the City
Council of the City finds that satisfactory progress is being made, it may, at its discretion,
make any of the remaining progress payments in full for actual work completed.
8. Substitute Security.
a) At the written request and expense of Contractor, securities equivalent to any
moneys withheld by the City to ensure performance under this Agreement shall
be deposited with the City, or with a state or federally chartered bank in the State
of California as the escrow agent, that shall then pay those moneys to
Contractor. Upon satisfactory completion of the Agreement, the securities shall
be returned to Contractor.
b) Alternatively, Contractor may request that the City shall make payment of
retentions earned directly to the escrow agent at the expense of Contractor. At
the expense of Contractor, Contractor may direct the investment of the payments
into securities, and Contractor shall receive the interest earned on the
investments upon the same terms provided for securities deposited by
Contractor. Upon satisfactory completion of the Agreement, Contractor shall
receive from the escrow agent all securities, interest, and payments received by
the escrow agent from the City, pursuant to the terms of this Section.
C) Securities eligible for investment shall include those listed in California
Government Code Section 16430, bank or savings and loan certificates of
deposit, interest-bearing demand deposit accounts, standby letters of credit, or
any other security to which Contractor and the City mutually agree in writing.
Contractor shall be the beneficial owner of any securities substituted for moneys
withheld and shall receive any interest thereon.
C-2 7
ATTACHMENT B
d) If Contractor elects to receive interest on moneys withheld in retention by the
City, it shall, at the request of any subcontractor performing more than five
percent (5%) of Contractor's total bid, make that option available to the
subcontractor regarding any moneys withheld in retention by Contractor from the
subcontractor. Further mandatory details are provided in Public Contract Code
Section 22300(d), which is incorporated herein by this reference.
e) The escrow agreement for security deposits in lieu of retention shall be
substantially similar to the form provided in Public Contract Code Section
22300(f), which is incorporated herein by this reference.
9. Taxes. Contractor shall calculate payment for all sales, unemployment, old age
pension and other taxes imposed by local, State of California and federal law. These
payments are included in the total amounts in Exhibit "B."
10. Audit. The City or its representative shall have the option of inspecting and/or
auditing all records and other written materials used by Contractor in preparing its
billings to the City as a condition precedent to any payment to Contractor.
Contractor will promptly furnish documents requested by the City. Additionally,
Contractor shall be subject to State Auditor examination and audit at the request of
the City or as part of any audit of the City, for a period of three (3) years after final
payment under this Agreement.
11. Unresolved Disputes. In the event that a dispute arises between the City and
Contractor regarding whether the conditions materially differ, involve hazardous
waste, or cause a decrease or increase in Contractor's cost of or time required for
performance of any part of the work, Contractor shall not be excused from any
scheduled completion date provided for by the Agreement, but shall proceed with all
work to be performed under the Agreement. Contractor shall retain any and all rights
provided that pertain to the resolution of disputes and protests between the parties.
In the event of any dispute or controversy with the City over any matter whatsoever,
Contractor shall not cause any delay or cessation in or of work, but shall proceed
with the performance of the work in dispute. This includes disputed time extension
requests and prices for changes. The disputed work will be categorized as an
"unresolved dispute" and payment, if any, shall be as later determined by mutual
agreement or a court of law. Contractor shall keep accurate, detailed records of all
disputed work, claims and other disputed matters. Public Contract Code Sections
20104 et seq. and Rancho Palos Verdes Municipal Code chapter 3.24 ("Claims
Against the City") shall govern the procedures of the claim process, and these
provisions are incorporated herein by this reference.
12. Default and Remedies.
Default shall consist of any failure by the Contractor to perform under this Agreement or
written amendments thereto or any breach of any covenant, agreement, provision or
warranty provided by the Contractor as a part of this Agreement. Actions which
constitute a default include, but are not limited to: (1) failure to submit to the City reports
which are required pursuant to this Agreement or the submission of required reports that
are incorrect or incomplete; (2) submission of requests for payment or reimbursement of
amounts that are incorrect or incomplete; (3) the failure of Contractor to accept any
additional conditions which may be required by law, by executive order, by regulation or
C-3 8
ATTACHMENT B
by other policy announced by the City, the state or any federal agency; or (4) failure to
perform any activity required by this Agreement.
Upon occurrence of any default, the City shall advise Contractor in writing of the action
constituting the default, and specify the actions that must be taken to cure the default.
The City may suspend payment under the Agreement. If Contractor does not cure the
default within thirty (30) days of receipt of written notice from the City, the City may
continue the suspension or, by written notice of termination, may terminate this
Agreement.
Notwithstanding the above, Contractor shall not be relieved of liability to the City for
damage sustained by the City by virtue of any default or breach of the Agreement, and
the City may deduct the amount of damages from any outstanding payments to
Contractor or may withhold payments until such time as the exact amount of the
damages is determined.
13. Termination.
This Agreement may be canceled by the City at any time with or without cause without
penalty upon thirty (30) days' written notice. In the event of termination without fault of
Contractor, City shall pay Contractor for all services satisfactorily rendered prior to date
of termination as determined by the City, and such payment shall be in full satisfaction of
all services rendered hereunder.
14. Indemnity.
a) Contractor's Duty. To the maximum extent permitted by law, Contractor shall
defend, indemnify, and hold harmless the City, its elected officials, officers,
employees, volunteers, agents, successors, assigns, and those City agents
serving as independent contractors in the role of City officials (collectively
"Indemnitees") from and against any and all claims (including, without limitation,
claims for bodily injury, death or damage to property), demands, obligations,
damages, actions, causes of action, proceedings, suits, losses, bid protests, stop
notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every
kind and nature whatsoever, in any manner arising out of or incident to any act,
failure to act, error or omission of Contractor or any of its officers, agents,
servants, employees, subcontractors, materialmen, suppliers or their officers,
agents, servants or employees, arising out of the Agreement, including without
limitation, the payment of all consequential damages, attorneys' fees, experts'
fees, and other related costs and expenses (individually, a "Claim," or
collectively, "Claims"). Further, Contractor shall appoint competent defense
counsel approved by the City Attorney at Contractor's own cost, expense and
risk, to defend any and all such Claims that may be brought or instituted against
Indemnitees. Contractor shall pay and satisfy any judgment, award or decree
that may be rendered against Indemnitees in any such Claim. Contractor shall
reimburse Indemnitees for any and all legal expenses and costs incurred by each
of them in connection therewith or in enforcing the indemnity herein provided.
Contractor's obligation to indemnify shall not be restricted to insurance proceeds,
if any, received by Contractor or Indemnitees. This indemnity shall apply to all
Claims regardless of whether any insurance policies are applicable.
C-4 9
ATTACHMENT B
b) Bid Protests. In addition to its obligations pursuant to Section 13(a), Contractor
shall reimburse the City for all attorneys' fees and costs incurred by City in
connection with, arising out of or incident to any bid protest.
C) Civil Code Exception. Nothing in Section 13(a) shall be construed to encompass
Indemnitees' sole negligence or willful misconduct to the limited extent that the
underlying Agreement is subject to Civil Code section 2782(a) or the City's active
negligence to the limited extent that the underlying Agreement is subject to Civil
Code section 2782(b).
d) Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they
may possess against Contractor because the acceptance by City, or the deposit
with City, of any insurance policy or certificate required pursuant to this
Agreement. This indemnity provision is effective regardless of any prior,
concurrent, or subsequent active or passive negligence by Indemnitees and shall
operate to fully indemnify Indemnitees against any such negligence.
e) Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties
claiming under or through it, hereby waives all rights of subrogation and
contribution against the Indemnitees, while acting within the scope of their duties,
from all Claims arising out of or incident to the activities or operations performed
by or on behalf of the Contractor regardless of any prior, concurrent or
subsequent active or passive negligence by Indemnitees.
f) Survival. The provisions of this Section 13 shall survive the termination of this
Agreement and are in addition to any other rights or remedies that Indemnitees
may have under the law. Payment is not required as a condition precedent to an
Indemnitee's right to recover under this indemnity provision, and an entry of
judgment against a Contractor shall be conclusive in favor of the Indemnitee's
right to recover under this indemnity provision.
15. Incorporation by Reference. All of the following documents are attached hereto and
incorporated herein by this reference: City of Rancho Palos Verdes Instructions for
Execution of Instruments; Insurance Requirements for the City of Rancho Palos
Verdes Public Works Contract; Workers' Compensation Certificate of Insurance;
Additional Insured Endorsement (Comprehensive General Liability); Additional
Insured Endorsement (Automobile Liability); and Additional Insured Endorsement
(Excess Liability).
16. Record -Keeping and Reporting.
a) Records to be Kept. Records shall be maintained in accordance with the
requirements prescribed by the Secretary of Housing and Urban Development
("HUD") or the County of Los Angeles (the "County") with respect to all matters
covered by this Agreement. Except as otherwise authorized by HUD, such
records shall be maintained for a period of five (5) years after receipt of the final
payment under this Agreement. Additionally, pursuant to Government Code
Section 8546.7, Contractor shall be subject to State Auditor examination and
audit at the request of the City or as part of any audit of the City, for a period of
three (3) years after final payment under this Agreement.
C-5 10
ATTACHMENT B
b) Documentation of Costs. All costs shall be supported by properly executed
payrolls, time records, invoices, contracts, vouchers, orders or other accounting
documents. All documents pertaining in whole or in part to this Agreement shall
be clearly identified and readily accessible.
C) Inspection of Records. At any time during normal business hours and as often as
City, County, HUD and/or the Comptroller General of the United States may
deem necessary, the Contractor shall make available to any of these entities for
examination all of its records, with respect to all matters covered by this
Agreement, and will permit any of these entities to audit, examine and make
excerpts or transcripts from such records, including contracts, invoices,
materials, payrolls, records of personnel, conditions of employment and any
other data relating to matters covered by this Agreement.
17. Antitrust Claims. In entering into this Agreement, Contractor offers and agrees to
assign to the City all rights, title, and interest in and to all causes of action it may
have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright
Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
California Business and Professions Code) arising from purchases of goods,
services, or materials pursuant to the Agreement. This assignment shall be made
and become effective at the time the City tenders final payment to Contractor without
further acknowledgment by the parties.
18. Trenching and Excavations. If the project involves trenching more than four (4) feet
deep, Contractor shall promptly and before the following conditions are disturbed
notify the City in writing of any: material that Contractor believes may be material that
is hazardous waste, as defined in California Health and Safety Code Section 25117,
that is required to be removed to a Class I, Class Il, or Class III disposal site in
accordance with provisions of existing law; subsurface or latent physical conditions
at the site differing from those indicated; or unknown physical conditions at the site of
any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the
Agreement. The City shall promptly investigate the conditions, and if the City finds
that the conditions do materially differ or do involve hazardous waste and cause a
decrease or increase in Contractor's cost of or the time required for performance of
any part of the work, the City shall issue a change order.
19. Utilities. The City acknowledges its responsibilities under Government Code section
4215 and incorporates that section herein by this reference.
20. Location of Existing Elements. The methods used and costs involved to locate
existing elements, points of connection and all construction methods are Contractor's
sole responsibility. Accuracy of information furnished, as to existing conditions, is
not guaranteed by the City. Contractor, at its sole expense, must make all
investigations necessary to determine locations of existing elements, which may
include, without limitation, contacting U.S.A. Alert and other private underground
locating firm(s), utilizing specialized locating equipment and/or hand trenching.
21. Independent Contractor. Contractor is and shall at all times remain, as to the City, a
wholly independent contractor. Neither the City nor any of its agents shall have
control over the conduct of Contractor or any of the Contractor's employees, except
C-6 11
/•iaWITS] :I�ITAI 3
as herein set forth, and Contractor is free to dispose of all portions of its time and
activities which it is not obligated to devote to the City in such a manner and to such
persons, firms, or corporations at the Contractor wishes except as expressly
provided in this Agreement. Contractor shall have no power to incur any debt,
obligation, or liability on behalf of the City, bind the City in any manner, or otherwise
act on behalf of the City as an agent. Contractor shall not, at any time or in any
manner, represent that it or any of its agents, servants or employees, are in any
manner agents, servants or employees of City. Contractor agrees to pay all required
taxes on amounts paid to Contractor under this Agreement, and to indemnify and
hold the City harmless from any and all taxes, assessments, penalties, and interest
asserted against the City by reason of the independent contractor relationship
created by this Agreement. Contractor shall fully comply with the workers'
compensation law regarding Contractor and its employees. Contractor further
agrees to indemnify and hold the City harmless from any failure of Contractor to
comply with applicable workers' compensation laws. The City shall have the right to
offset against the amount of any compensation due to Contractor under this
Agreement any amount due to the City from Contractor as a result of its failure to
promptly pay to the City any reimbursement or indemnification arising under this
Section.
22. Prevailing Waqes. City and Contractor acknowledge that this project is a public work
to which prevailing wages apply. The Agreement to Comply with California Labor
Law Requirements is attached hereto and incorporated herein by this reference.
Eight hours of labor constitutes a legal day's work.
23. Workers' Compensation. California Labor Code Sections 1860 and 3700 provide
that every contractor will be required to secure the payment of compensation to its
employees. In accordance with the provisions of California Labor Code Section
1861, the Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code
which require every employer to be insured against liability for
workers' compensation or to under- take self-insurance in
accordance with the provisions of that code, and I will comply with
such provisions before commencing the performance of the work
of this contract."
24. Subcontracting. Contractor shall adhere to all provisions of the Subletting and
Subcontracting Fair Practices Act, Public Contract Code Section 4100 et seq., which
is incorporated herein by this reference.
25. Nondiscriminatory Employment. Contractor shall not unlawfully discriminate against
any individual based on race, color, religion, nationality, gender, sex, sexual
orientation, age or condition of disability. Contractor understands and agrees that it
is bound by and will comply with the nondiscrimination mandates of all statutes and
local ordinances and regulations.
26. Debarred, Suspended or Ineligible Contractors. Contractor shall not be debarred
throughout the duration of this Agreement. Contractor shall not perform work with
debarred subcontractor pursuant to California Labor Code Section 1777.1 or 1777.7.
C-7 12
ATTACHMENT B
27. Compliance with Laws. Contractor shall comply with all applicable federal, state and
local laws, ordinances, codes and regulations in force at the time Contractor
performs pursuant to this Agreement.
28. Bonds. Contractor shall obtain faithful performance and payment bonds, each in an
amount that is not less than the total compensation amount of this Agreement, and
nothing in this Agreement shall be read to excuse this requirement. The required
forms entitled Payment Bond (Labor and Materials) and Performance Bond are
attached hereto and incorporated herein by this reference. Contractor shall also
obtain a one-year warranty bond in an amount that is not less than the total
compensation amount of this Agreement and in a form approved by the City Attorney
and shall deliver this bond to the City before the City's acceptance of the project;
alternatively, the Contractor shall submit written evidence from the surety of an
extension to its performance bond, to be effective for a year after acceptance by the
City, and shall submit this extension before the City's acceptance of the Project.
29. Contractor's Representations. Contractor represents, covenants and agrees that: a)
Contractor is licensed, qualified, and capable of furnishing the labor, materials, and
expertise necessary to perform the services in accordance with the terms and
conditions set forth in this Agreement; b) there are no obligations, commitments, or
impediments of any kind that will limit or prevent its full performance under this
Agreement; c) there is no litigation pending against Contractor, and Contractor is not
the subject of any criminal investigation or proceeding; and d) to Contractor's actual
knowledge, neither Contractor nor its personnel have been convicted of a felony.
30. Conflicts of Interest. Contractor agrees not to accept any employment or
representation during the term of this Agreement or within twelve (12) months after
completion of the work under this Agreement which is or may likely make Contractor
"financially interested," as provided in Government Code Section 1090 and 87100, in
any decisions made by City on any matter in connection with which Contractor has
been retained pursuant to this Agreement.
31. Third Party Claims. City shall have full authority to compromise or otherwise settle
any claim relating to the Agreement at any time. City shall timely notify Contractor of
the receipt of any third -party claim relating to the Agreement. City shall be entitled to
recover its reasonable costs incurred in providing this notice.
32. Non -Assignability; Subcontracting. Contractor shall not assign or transfer any
interest in this Agreement nor any part thereof, whether by assignment or novation,
without the City's prior written consent. Any purported assignment without written
consent shall be null, void, and of no effect, and Contractor shall hold harmless,
defend and indemnify the City and its officers, officials, employees, agents and
representatives with respect to any claim, demand or action arising from or relating
to any unauthorized assignment.
33. Applicable Law. The validity, interpretation, and performance of this Agreement shall
be controlled by and construed under the laws of the State of California, excluding
California's choice of law rules. Venue for any such action relating to this Agreement
shall be in the Los Angeles County Superior Court.
C-8 13
ATTACHMENT B
34. Titles. The titles used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of this Agreement or any part of it.
35. Authority. The person executing this Agreement on behalf of Contractor warrants and
represents that he or she has the authority to execute this Agreement on behalf of
Contractor and has the authority to bind Contractor to the performance of its
obligations hereunder.
36. Entire Agreement. This Agreement, including any other documents incorporated
herein by specific reference, represents the entire and integrated agreement
between City and Contractor. This Agreement supersedes all prior oral or written
negotiations, representations or agreements. This Agreement may not be modified
or amended, nor any provision or breach waived, except in a writing signed by both
parties which expressly refers to this Agreement.
37. Construction. In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party
who causes the uncertainty to exist or against the party who drafted the Agreement
or who drafted that portion of the Agreement.
38. Non -waiver of Terms, Rights and Remedies. Waiver by either party of any one or
more of the conditions of performance under this Agreement shall not be a waiver of
any other condition of performance under this Agreement. In no event shall the
making by the City of any payment to Contractor constitute or be construed as a
waiver by the City of any breach of covenant, or any default which may then exist on
the part of Contractor, and the making of any such payment by the City shall in no
way impair or prejudice any right or remedy available to the City with regard to such
breach or default.
39. Notice. Except as otherwise required by law, any notice or other communication
authorized or required by this Agreement shall be in writing and shall be deemed
received on (a) the day of delivery if delivered by hand or overnight courier service
during Contractor's or City's regular business hours or (b) on the third business day
following deposit in the United States mail, postage prepaid, to the addresses listed
below, or at such other address as one party may notify the other:
To CITY:
Michael Throne, Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONTRACTOR:
The address listed in Exhibit "A."
40. Counterparts. This Agreement may be executed in counterpart originals, duplicate
originals, or both, each of which is deemed to be an original for all purposes.
C-9 14
ATTACHMENT B
41. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
42. Lobbying Certifications. The Los Angeles County Lobbyist Code Chapter 2.160
County Ordinance No. 93-0031 Certification and the Federal Lobbyist Requirements
Certification are attached hereto and incorporated herein by this reference.
Consultant shall complete and file these Certifications as required by the City or the
County.
43. Location of Existing Elements. The methods used and costs involved to locate
existing elements, points of connection and all construction methods are the
Contractor's sole responsibility. Accuracy of information furnished, as to existing
conditions, is not guaranteed by the City. Contractor, at its sole expense, must make
all investigations necessary to determine locations of existing elements, which may
include, without limitation, contacting U.S.A. Alert and other private underground
locating firm(s), utilizing specialized locating equipment and/or hand trenching.
44. Compliance with Laws. Contractor shall comply with all applicable federal, state and
local laws, ordinances, codes and regulations in force at the time Contractor
performs pursuant to this Agreement, including those governing the funds provided
under this Agreement.
45. Ownership of Documents and Work Product.
a) All final documents, plans, specifications, reports, information, data, exhibits,
photographs, images, video files and media created or developed by
CONSULTANT pursuant to this Agreement ("Written Products") shall be and
remain the property of the CITY without restriction or limitation upon its use,
duplication or dissemination by the CITY. All Written Products shall be
considered "works made for hire," and all Written Products and any and all
intellectual property rights arising from their creation, including, but not limited to,
all copyrights and other proprietary rights, shall be and remain the property of the
CITY without restriction or limitation upon their use, duplication or dissemination
by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright
protection as to any Written Products. CONSULTANT hereby assigns to the
CITY all ownership and any and all intellectual property rights to the Written
Products that are not otherwise vested in the CITY pursuant to to this paragraph.
b) CONSULTANT warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component
as to which any intellectual property right exists, including computer software,
used in the rendering of the services and the production of all Written Products
produced under this Agreement, and that the CITY has full legal title to and the
right to reproduce the Written Products. CONSULTANT shall defend, indemnify
and hold the CITY, and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as independent contractors
in the role of CITY officials, harmless from any loss, claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating
federal, state or local laws, or any contractual provisions, or any laws relating to
trade names, licenses, franchises, copyrights, patents or other means of
C-10 15
ATTACHMENT B
protecting intellectual property rights and/or interests in products or inventions.
CONSULTANT shall bear all costs arising from the use of patented, copyrighted,
trade secret or trademarked documents, materials, equipment, devices or
processes in connection with its provision of the services and Written Products
produced under this Agreement. In the event the use of any of the Written
Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined, CONSULTANT, at its
expense, shall: (a) secure for CITY the right to continue using the Written
Products and other deliverables by suspension of any injunction, or by procuring
a license or licenses for CITY; or (b) modify the Written Products and other
deliverables so that they become non -infringing while remaining in compliance
with the requirements of this Agreement. This covenant shall survive the
termination of this Agreement.
C) Upon termination, abandonment or suspension of the Project, the CONSULTANT
shall deliver to the CITY all Written Products and other deliverables related to the
Project without additional cost or expense to the CITY. If CONSULTANT
prepares a document on a computer, CONSULTANT shall provide CITY with
said document both in a printed format and in an electronic format that is
acceptable to the CITY.
46. Amendment. The City or Contractor may only modify or amend this Agreement or
any provision herein in a writing signed by both parties which expressly refers to this
Agreement. The City may, at its discretion, amend this Agreement to conform with
federal, state or local governmental guidelines, policies and available funding
amount, or for other reasons. If such amendments result in a change in the funding,
the scope of services, or schedule of the activities to be undertaken as a part of this
Agreement, such modifications will be incorporated only by written amendments
signed by both the City and Contractor.
[signatures on next page]
C-11 16
ATTACHMENT B
IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and
year first above written.
ATTEST:
By:
City Clerk
Dated:
CITY OF RANCHO PALOS VERDES
By:
Mayor
APPROVED AS TO FORM:
By:
City Attorney
("CONTRACTOR")
By:
Printed Name:
Title:
By:
Printed Name:
Title:
C-12
17
ATTACHMENT B
CITY OF RANCHO PALOS VERDES
INSTRUCTIONS FOR EXECUTION OF INSTRUMENTS
THIS IS INSTRUCTION ONLY - IT IS NOT TO BE SIGNED OR USED IN CONJUNCTION
WITH THE AGREEMENT OR ANY OTHER FORMS THAT MUST BE TURNED INTO THE
CITY OF RANCHO PALOS VERDES - IT IS SIMPLY A FORMAT TO USE WHEN FILLING
OUT DOCUMENTS.
By an Individual. The individual must sign the instrument, and if he/she is doing
business under a fictitious name, the fictitious name must be set forth. The signature
must be acknowledged before a Notary Public, using the proper form of
acknowledgment.
2. By a Partnership. The name of the partnership must be set forth followed by the
signatures of less than all of the partners will be acceptable only if submitted with
evidence of authority to act on behalf of the partnership. The signatures must be
acknowledged before a Notary Public, using the proper form of acknowledgment.
3. By a Corporation. The name of the corporation must be set forth, followed by the
signatures of the President or Vice President and Secretary or Assistant Secretary. The
signatures must be acknowledged before a Notary Public, using the proper form of
acknowledgment.
4. By a Surety. The name of the surety must be set forth, followed by an authorized
signature. The signatures must be acknowledged before a Notary Public, using the
proper form of acknowledgment.
C-13 18
ATTACHMENT B
INSURANCE REQUIREMENTS FOR CITY OF RANCHO PALOS VERDES
PUBLIC WORKS CONTRACT
The Contractor shall at all time during the term of this Agreement carry, maintain, and keep in
full force and effect, with an insurance company admitted to do business in California and
approved by the City (1) a policy or policies of broad -form comprehensive general liability
insurance with minimum limits of $2,000,000.00 combined single limit coverage against any
injury, death, lose, or damage as a result of wrongful or negligent acts by the Contractor, its
officers, employees, agents, and independent contractors in performance of services under this
Agreement; (2) property damage insurance with a minimum limit of $1,000,000.00; (3)
automotive liability insurance with a minimum combined single limits coverage of $1,000,000.00;
and (4) workers' compensation insurance in the amount required by law. The City, its officers,
employees, attorneys, and volunteers shall be named as additional insured on the policy(ies) as
to comprehensive general liability, property damage, and workers' compensation coverages.
Acceptable insurance coverage shall be placed with carriers admitted to write
insurance in California, or carriers with a rating of, or equivalent to, A:VII by A.M.
Best & Company. Any deviation from this rule shall require specific approval, in
writing, from the City.
2. All insurance policies shall provide that the insurance coverage shall not be non -
renewed, canceled, reduced, or otherwise modified (except through addition of
additional insured to the policy) by the insurance carrier without the insurance
carrier giving the City thirty (30) days prior written notice thereof. The Contractor
agrees that it will not cancel, reduce or otherwise modify said insurance
coverage.
3. The Contractor agrees that if it does not keep the aforesaid insurance in full force
and effect, and such insurance is available at a reasonable cost, the City may
take out the necessary insurance and pay the premium thereon, and the
repayment thereof shall be deemed an obligation of the Contractor and the cost
of such insurance may be deducted, at the option of the City, from payments due
the Contractor.
4. The Contractor shall submit to the City (1) insurance certificates indicating
compliance with the minimum workers' compensation insurance requirements
above, and (2) insurance policy endorsements above, not less than one (1) day
prior to beginning of performance under this Agreement. Endorsements must be
executed on the City's appropriate standard forms entitled "Additional Insured
Endorsement," copies of which are attached hereto.
C-14 19
ATTACHMENT B
PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Rancho Palos Verdes, California ("Public Agency"), has awarded to
(Name and address of Contractor)
("Principal"), a contract (the "Contract"), which is incorporated herein by this reference, for the
work described as follows:
WHEREAS, Principal is required under the terms of the Contract and the California Civil Code
to file a good and sufficient payment bond with the Public Agency to secure the payment of
claims of laborers, mechanics, material persons, and other persons as provided by law.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are
held and firmly bound unto the Public Agency and all subcontractors, laborers, material persons,
and other persons employed in the performance of the Contract in the penal sum of
Dollars ($ ) (the "Penal Sum"), this amount being not less than
one hundred percent (100%) of the total Contract price, in lawful money of the United States of
America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by these
presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his,
her or its heirs, executors, administrators, successors or assigns, or subcontractors shall fail to
pay any of the persons named in Section 9100 of the California Civil Code, or any amounts due
under the Unemployment Insurance Code with respect to work or labor performed under the
Contract, or for any amounts required to be deducted, withheld, and paid over to the
Employment Development Department from the wages of employees of the Principal and
subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect
to work or labor performed under the Contract, the Surety will pay for the same in an amount not
exceeding the Penal Sum specified in this bond; otherwise, this obligation shall become null and
void.
This bond shall inure to the benefit of any of the persons named in Section 9100 of the
California Civil Code so as to give a right of action to such persons or their assigns in any suit
brought upon the bond. In case suit is brought upon this bond, Surety further agrees to pay, in
addition to the Penal Sum, all costs and reasonable expenses and fees, including reasonable
attorneys' fees, incurred by the Public Agency in successfully enforcing such obligation, all to be
taxed as costs and included in any judgment rendered.
C-15 20
ATTACHMENT B
Further, the Surety, for value received, hereby stipulates and agrees that no change, extension
of time, alteration, addition or modification to the terms of the Contract, or of the work to be
performed there under, or the specifications for the same, shall in any way affect its obligations
under this bond, and it does hereby waive notice of any such change, extension of time,
alteration, addition, or modification to the terms of the Contract or to the work or to the
specifications there under. Surety hereby waives the provisions of California Civil Code
sections 2845 and 2849.
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall
for all purposes be deemed an original hereof, have been duly executed by Principal and
Surety, on the date set forth below, the name of each corporate party being hereto affixed and
these presents duly signed by its undersigned representative(s) pursuant to authority of its
governing body.
Dated:
C-16 21
ATTACHMENT B
"Principal"
By:
Its
By:
Its
(Seal)
APPROVED AS TO SURETY AND
PRINCIPAL AMOUNT
By:
Insurance Administrator
"Surety"
By:
Its
By:
Its
(Seal)
APPROVED AS TO FORM:
RICHARDS, WATSON & GERSHON
A Professional Corporation
By:
Public Agency Attorney
Note: This bond must be executed in duplicate and dated, all signatures must be notarized,
and evidence of the authority of any person signing as attorney-in-fact must be attached.
C-17 22
r_•raW_NI:1IT, AONrs"]
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the City of Rancho Palos Verdes ("Public Agency"), has awarded to
(Name and address of Contractor)
("Principal"), a contract (the "Contract"), which is incorporated herein by this reference, for the
work described as follows:
WHEREAS, Principal is required under the terms of the Contract to file a good and sufficient
performance bond with the Public Agency for the faithful performance of the Contract.
NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are
held and firmly bound unto the Public Agency in the penal sum of
Dollars ($ ) (the "Penal Sum"), this amount being not less than one
hundred percent (100%) of the total Contract price, in lawful money of the United States of
America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by these
presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his,
her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and
abide by, and well and truly keep and perform all the undertakings, terms, covenants, conditions
and provisions in the Contract and any alteration thereof made as therein provided, on the
Principal's part to be kept and performed, all within the time and in the manner therein specified,
and in all respects according to their true intent and meaning, and shall indemnify and hold
harmless the Public Agency, its officers, agents, employees, and others as therein provided,
then this obligation shall become null and void; otherwise, it shall be and remain in full force and
effect.
In case suit is brought upon this bond, Surety further agrees to pay, in addition to the Penal
Sum, all costs and reasonable expenses and fees, including reasonable attorneys' fees,
incurred by the Public Agency in successfully enforcing such obligation, all to be taxed as costs
and included in any judgment rendered.
FURTHER, the Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alteration, addition or modification to the terms of the Contract, or of the work
to be performed thereunder, or the specifications for the same, shall in any way affect its
obligations under this bond, and it does hereby waive notice of any such change, extension of
time, alteration, addition or modification to the terms of the Contract or to the work or to the
specifications thereunder. Surety hereby waives the provisions of California Civil Code sections
2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party
hereto.
C-18 23
ATTACHMENT B
IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall
for all purposes be deemed an original hereof, have been duly executed by Principal and
Surety, on the date set forth below, the name of each corporate party being hereto affixed and
these presents duly signed by its undersigned representative(s) pursuant to authority of its
governing body.
Dated:
C-19 24
ATTACHMENT B
"Principal"
"Surety"
By: By:
Its Its
By:
Its
(Seal)
By:
Its
(Seal)
APPROVED AS TO SURETY AND PRINCIPAL APPROVED AS TO FORM:
AMOUNT
RICHARDS, WATSON & GERSHON
A Professional Corporation
By:
Bw
Insurance Administrator Public Agency Attorney
Note: This bond must be executed in duplicate and dated, all signatures must be notarized, and
evidence of the authority of any person signing as attorney-in-fact must be attached
C-20
R6871-0001 \1800726v2. doc
25
ATTACHMENT B
WORKERS' COMPENSATION
CERTIFICATE OF INSURANCE
WHEREAS, the City of Rancho Palos Verdes has required certain insurance to be provided by:
NOW THEREFORE, the undersigned insurance company does hereby certify that it has issued the
policy or policies described below to the following named insureds and that the same are in force at this
time:
This certificate is issued to:
City of Rancho Palos Verdes
City Hall
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
2. The insureds under such policy or policies are:
3. Workers' Compensation Policy or Policies in a form approved by the Insurance Commissioner
of California covering all operations of the named insureds as follows:
Policy Number Effective Date Expiration Date
4. Said policy or policies shall not be canceled, nor shall there be any reduction in coverage or
limits of liability, unless and until thirty days' written notice thereof has been served upon the
City Clerk of the City of Rancho Palos Verdes
In
Its Authorized Representative
C-21
R6871-0001 \1800726v2.doc
26
ATTACHMENT B
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. Contractor acknowledges that the project as defined in this Agreement between
Contractor and the City, to which this Agreement to Comply with California Labor Law
Requirements is attached and incorporated by reference, is a "public work" as defined in
Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code
("Chapter 1"), and that this Agreement is subject to (a) Chapter 1, including without limitation
Labor Code Section 1771 and (b) the rules and regulations established by the Director of
Industrial Relations ("DIR") implementing such statutes. Contractor shall perform all work on the
project as a public work. Contractor shall comply with and be bound by all the terms, rules and
regulations described in 1(a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain
contracts. The inclusion of such specific provisions below, whether or not required by California
law, does not alter the meaning or scope of Section 1 above.
3. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages
for each craft, classification, or type of worker needed to perform the Agreement are on file at
City Hall and will be made available to any interested party on request. Contractor
acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem
wages, and Contractor shall post such rates at each job site covered by this Agreement.
4. 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.
5. Contractor shall comply with and be bound by the provisions of Labor Code Section
1776, which requires Contractor and each subcontractor to (1) keep accurate payroll records
and verify such records in writing under penalty of perjury, as specified in Section 1776,
(2) certify and make such payroll records available for inspection as provided by Section 1776,
and (3) inform the City of the location of the records.
6. Contractor shall comply with and be bound by the provisions of Labor Code Sections
1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq.
concerning the employment of apprentices on public works projects. 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.
7. 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. 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 (1) calendar day and forty (40) hours
C-22
R6871-0001 \1800726v2. doc
27
ATTACHMENT B
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 8 hours per day, and 40 hours during any one week shall be permitted
upon public work upon compensation for all hours worked in excess of 8 hours per day at not
less than 11/2 times the basic rate of pay.
8. California Labor Code Sections 1860 and 3700 provide that every contractor will be
required to secure the payment of compensation to its employees. In accordance with the
provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer
to be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
9. For every subcontractor who will perform work on the project, Contractor shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860
and 3700, and Contractor shall include in the written contract between it and each subcontractor
a copy of those statutory provisions and a requirement that each subcontractor shall comply
with those statutory provisions. Contractor shall be required to take all actions necessary to
enforce such contractual provisions and ensure subcontractor's compliance, including without
limitation, conducting a periodic review of the certified payroll records of the subcontractor and
upon becoming aware of the failure of the subcontractor to pay his or her workers the specified
prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any
failure.
10. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and
defend (at Contractor's expense with counsel reasonably acceptable to the City) the City, its
officials, officers, employees, agents and independent contractors serving in the role of City
officials, and volunteers from and against any demand or claim for damages, compensation,
fines, penalties or other amounts arising out of or incidental to any acts or omissions listed
above by any person or entity (including Contractor, its subcontractors, and each of their
officials, officers, employees and agents) in connection with any work undertaken or in
connection with the Agreement, including without limitation the payment of all consequential
damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under
this Section shall survive termination of the Agreement.
Date
Date
R6871-0001 \1800726v2.doc
Signature 1:
Signature 2:
C-23
•
ATTACHMENT B
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No. or description:
Indemnitor(s) (list all names):
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to defend, protect,
indemnify, and hold harmless the City of Rancho Palos Verdes and its elected officials, officers, attorneys, agents,
employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all
damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments,
penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other
professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or
indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of
Indemnitor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their
officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with,
resulting from, or related to the above -referenced contract, agreement, license, or permit (the "Agreement") or the
performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this
indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent
active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such
negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other
rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent
to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against an Indemnitee
shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Indemnitor shall
pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision.
Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole
negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code
2782(a) or (b) the contracting public agency's active negligence to the limited extent that the underlying
Agreement is subject to Civil Code 2782(b). This indemnity is effective without reference to the existence or
applicability of any insurance coverages which may have been required under the Agreement or any additional
insured endorsements which may extend to Indemnitees.
Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation
and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and
liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor
regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all
obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
"Indemnitor"
Name Name
M
Its
R6871-0001 \1800726v2.doc
By:
Its
C-24
Mel
ATTACHMENT B
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 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.
C-25
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30
ATTACHMENT B
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:
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
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/Land lords/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
E
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
Number
at 12:01 a.m. and forms a part of Policy
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
Telephone No.: ( )
R6871-0001\1 800726v2.doc
Signature of Authorized Representative
(Original signature only; no facsimile signature
or initialed signature accepted)
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31
ATTACHMENT B
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 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.
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ATTACHMENT B
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
LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions
relate to the above coverages. Includes:
i Any Automobiles
I All Owned Automobiles
i Non -owned Automobiles
i Hired Automobiles
i Scheduled Automobiles
i Garage Coverage
12
13
14
Truckers Coverage
Motor Carrier Act
Bus Regulatory Reform Act
Public Livery Coverage
A ❑ deductible or ❑ self-insured retention (check one) of $_
applies to all coverage(s) except: (if none, so state).
claim or G per occurrence (check one).
The deductible is applicable G per
This is an ❑ occurrence or ❑ claims made policy (check one).
This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number
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
Telephone No.: ( )
R6871-0001 \1800726v2.doc
20
Signature of Authorized Representative
(Original signature only, no facsimile signature
or initialed signature accepted)
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ATTACHMENT 8
ADDITIONAL INSURED ENDORSEMENT - EXCESS 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 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.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity,
C-29
R6871-0001\1 800726v2.doc
34
ATTACHMENT B
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 LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
❑ Following Form
❑ Umbrella Liability
El
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. 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
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
M
Signature of Authorized Representative
(Original signatureonly; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
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R6871-0001 \1800726v2.doc
35
ATTACHMENT C
LICENSE AGREEMENT CONFERRING
PERMISSION TO ENTER PRIVATE PROPERTY
FOR THE PURPOSE OF STORM DRAIN REHABILITATION AND THE
INSTALLATION OF A STORM DRAIN PIPE AND OTHER RELATED WORK
This License Agreement is made by and between THE CITY OF RANCHO
PALOS VERDES (hereinafter referred to as "Licensee") and Daniel Remeta, as Trustee
of the Remeta Trust (hereinafter referred to as "Licensor"). Licensor is the record
owners of that certain real property described as Los Angeles County Assessor's Parcel
No. (APN#) 7554-018-005, located at 28678 Roan Road, Rancho Palos Verdes,
California (hereinafter referred to as "the Property").
RECITALS
WHEREAS, Licensee owns a storm drain that is located on the Property and
conveys drainage underneath and adjacent to a public street; and
WHEREAS, Licensee seeks to perform certain work on the storm drain at its own
cost and expense, which will benefit adjacent residential properties, including the
Property, and the public street;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
1. TEMPORARY LICENSE
Licensor by this instrument grant to Licensee, and to Licensee's agents,
permittees, and employees, including Licensee's contractors, the temporary right,
privilege, and permission to enter the Property for the sole and exclusive purpose to
perform storm drain rehabilitation and related work within the existing canyon on the
Property (the "Work"). The Work will include, but may not be limited to, creating an area
09999.0009/268907.1 R6876\0001\1494760
36
ATTACHMENT C
of work approximately five feet in width and 10 feet in length within the Property to
establish access to the storm drain, clearing additional interfering brush in the vicinity of
the storm drain, and the installation of a storm drain pipe. In connection with conducting
the Work, Licensor hereby agrees that Licensee may bring onto the Property such
equipment or machinery as may be reasonably necessary to conduct the Work.
Exhibit "A', which is attached hereto and incorporated herein by this reference, is a map
showing the general area of the aforementioned activities on the Property. The specific
area of impact to the Property will occur in the canyon within approximately 90 feet of
the Roan Road right-of-way line. Licensor agrees not to prohibit, interfere with or obstruct
such entry or Work upon the Property, and not to cause or permit interference or
obstruction by others.
2. HOURS
Unless other mutually agreed upon arrangements are made, Licensee and its
agents, permittees, employees and contractors shall perform the Work between 8 a.m.
and 4 p.m., Monday to Friday.
3. TERM
The term of the License Agreement shall commence on the date that this License
Agreement is fully executed. It is anticipated that the Work will be completed within
thirty (30) working days.
4. TERMINATION
The temporary license created by this License Agreement shall terminate
automatically upon the notice of completion for the Work by Licensee except that the
09999.0009/268907-1
2
37
ATTACHMENT C
obligations set out in Section 5, entitled Liability, shall remain in force and effect even
after termination.
5. LIABILITY
Licensee shall exercise the privilege granted in this instrument at Licensee's sole
and exclusive risk. Licensee hereby agrees to hold the Licensor harmless from any
injury or damage suffered by Licensee, its agents, permittees, employees, or
contractors on account of the exercise of such privilege. Licensee further agrees to
indemnify and defend the Licensor against any and all liability for damages and
expenses resulting from, arising out of, or in any way connected with, the exercise of
this privilege by Licensee, its agents, permittees, employees, or contractors. Licensee
further agrees to warrant that the storm drain cleaning and lining activities, installation of
rip rap or outlet structure, and related work will be done in a workmanlike manner.
6. NO RELEASE
Notwithstanding any other provision contained, neither the fact of this license
agreement nor anything herein shall be construed to release, hold harmless, indemnify
or otherwise relieve Licensee of any obligation, responsibility, duty, cost, or obligation
respecting the Property and arising under the law, whether known or unknown and
including those causes of action that may not yet have arisen.
7. RESTORATION OF PROPERTY
At the conclusion of the performance of the Work, Licensee shall, at its own
expense, remove any equipment and excess materials from the Property and restore
the Property, to the extent reasonably possible, and to Licensor's reasonable
09999.0009/268907 f
t
ATTACHMENT C
satisfaction, to a condition that meets the general purpose and general appearance of
the area that existed before the work began.
8. NOTICES
All notices, consents, requests, demands, approvals, waivers, and other
communications desired or required to be given hereunder (referred to collectively as
"notices") shall be in writing and signed by the party so giving the notice, and shall be
effectively given or served: (i) on the date of personal service upon the person to whom it
is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first
class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the
date the notice is delivered by a nationally recognized courier service to the address of the
person to whom it is directed provided it is sent postage prepaid to the address of the
person to whom it is directed.
9. GOVERNING LAW
This License Agreement shall be interpreted, enforced and governed by the laws
of the State of California.
10. AMENDMENTS
No provisions of this License Agreement may be amended or modified except by
an agreement in writing executed by both parties hereto.
11. SEVERABILITY
In the event that any one or more of the provisions contained in this License
Agreement shall for any reason be held by a court of competent jurisdiction to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and the remainder of the
09999.0009/263907.1
4
39
ATTACHMENT C
provisions of this License Agreement shall continue in full force and effect without
impairment.
IN WITNESS OF THIS AGREEMENT, THE PARTIES HAVE EXECUTED THIS
AGREEMENT BY AFFIXING THEIR SIGNATURES BELOW:
CITY OF RANCHO PALOS VERDES
M
Jim Knight
Mayor
Title
Date
ATTEST:
Carla Morreale, City Clerk
Address: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Copy to: Aleshire & Wynder, LLP
18881 Von Karman Avenue
Irvine, CA 92612
Attn: Dave Aleshire, Esq.
09999.0009/268907.1
S
PROPERTY OWNERS
L4::�
Owner
Date
ZI- . )
Address: ��° Ra� r�
i 02 7 �
O1
ATTACHMENT C
LICENSE AGREEMENT CONFERRING
PERMISSION TO ENTER PRIVATE PROPERTY
FOR THE PURPOSE OF STORM DRAIN REHABILITATION AND THE
INSTALLATION OF A STORM DRAIN PIPE AND OTHER RELATED WORK
This License Agreement is made by and between THE CITY OF RANCHO
PALOS VERDES (hereinafter referred to as "Licensee") and Walter Zanino and Carla
Zanino, as Owners (hereinafter referred to as "Licensors"). Licensors are the record
owners of that certain real property described as Los Angeles County Assessor's Parcel
No. (APN#) 7554-018-004, located at 28684 Roan Road, Rancho Palos Verdes,
California (hereinafter referred to as "the Property").
RECITALS
WHEREAS, Licensee owns Property adjacent to a storm drain that is located on
the easement and conveys drainage underneath and adjacent to a public street; and
WHEREAS, Licensee seeks to perform certain work on the Property adjacent to
the storm drain at its own cost and expense, which will benefit adjacent residential
properties, including the Property, and the public street;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:
TEMPORARY LICENSE
Licensors by this instrument grant to Licensee, and to Licensee's agents,
permittees, and employees, including Licensee's contractors, the temporary right,
privilege, and permission to enter the Property for the sole and exclusive purpose to
perform storm drain rehabilitation and related work within the existing canyon on the
Property (the "Work"). The Work will include, but may not be limited to, creating an
09999.0009/268907.1 R6876\0001\1494760
42
ATTACHMENT C
access path to and within the canyon to establish access to the storm drain, clearing
additional interfering brush in the vicinity of the storm drain outlet, the installation of a
storm drain within the easement, and the construction of a rock rip rap structure at the
outlet of the storm drain pipe.
Exhibit "A', which is attached hereto and incorporated herein by this reference, is
a map showing the general area of the aforementioned activities on the Property. The
specific area of impact to the Property will occur in the canyon within approximately 25
feet of the Easement.
2. HOURS
Unless other mutually agreed upon arrangements are made, Licensee and its
agents, permittees, employees and contractors shall perform the Work between 8 a.m.
and 4 p.m., Monday to Friday.
3. TERM
The term of the License Agreement shall commence on the date that this License
Agreement is fully executed. It is anticipated that the Work will be completed within
thirty (30) working days.
4. TERMINATION
The temporary license created by this License Agreement shall terminate
automatically upon the notice of completion for the Work by Licensee except that the
obligations set out in Section 5, entitled Liability, shall remain in force and effect even
after termination.
09999,0009!26890? 1
2
43
ATTACHMENT C
5. LIABILITY
Licensee shall exercise the privilege granted in this instrument at Licensee's sole
and exclusive risk. Licensee hereby agrees to hold the Licensor harmless from any
injury or damage suffered by Licensee, its agents, permittees, employees, or
contractors on account of the exercise of such privilege. Licensee further agrees to
indemnify and defend the Licensor against any and all liability for damages and
expenses resulting from, arising out of, or in any way connected with, the exercise of
this privilege by Licensee, its agents, permittees, employees, or contractors. Licensee
further agrees to warrant that the storm drain cleaning and lining activities, installation of
rip rap or outlet structure, and related work will be done in a workmanlike manner.
6. NO RELEASE
Notwithstanding any other provision contained, neither the fact of this license
agreement nor anything herein shall be construed to release, hold harmless, indemnify
or otherwise relieve Licensee of any obligation, responsibility, duty, cost, or obligation
respecting the Property and arising under the law, whether known or unknown and
including those causes of action that may not yet have arisen.
7. RESTORATION OF PROPERTY
At the conclusion of the performance of the Work, Licensee shall, at its own
expense, remove any equipment and excess materials from the Property and restore
the Property, to the extent reasonably possible, and to Licensor's reasonable
satisfaction, to a condition that meets the general purpose and general appearance of
the area that existed before the work began.
8. NOTICES
09999 0009,268907 1
3
ATTACHMENT C
All notices, consents, requests, demands, approvals, waivers, and other
communications desired or required to be given hereunder (referred to collectively as
"notices") shall be in writing and signed by the party so giving the notice, and shall be
effectively given or served: (i) on the date of personal service upon the person to whom it
is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first
class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the
date the notice is delivered by a nationally recognized courier service to the address of the
person to whom it is directed provided it is sent postage prepaid to the address of the
person to whom it is directed.
9. GOVERNING LAW
This License Agreement shall be interpreted, enforced and governed by the laws
of the State of California.
10. AMENDMENTS
No provisions of this License Agreement may be amended or modified except by
an agreement in writing executed by both parties hereto,
11. SEVERABILITY
In the event that any one or more of the provisions contained in this License
Agreement shall for any reason be held by a court of competent jurisdiction to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and the remainder of the
provisions of this License Agreement shall continue in full force and effect without
impairment.
09999.0009%208907 1
4
45
ATTACHMENT C
IN WITNESS OF THIS AGREEMENT, THE PARTIES HAVE EXECUTED THIS
AGREEMENT BY AFFIXING THEIR SIGNATURES BELOW:
CITY OF RANCHO PALOS VERDES
by:
Jim Knight
Mayor
Title
Date
ATTEST:
Carla Morreale, City Clerk
Address: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Copy to: Aleshire & Wynder, LLP
18881 Von Karman Avenue
Irvine, CA 92612
Attn: Dave Aleshire, Esq.
09999 0009/268907 1
01
Date oZ 0
Address: Lj C` Cc,
ACA
`V a j _-
M
L)
CIN of Rancho Pa -los Verdes. Roar Road Storm Drain Rehabilitation Project
-L I
0 50 75 1015 Feel,, �C C;,,, o a i c) Palos Verd,es
7 y -p
NAD 1985 StatePlaqc Cafforma V FIPS 0401 Feet
Legend
Street Centerlines
F� City Boundary
Adjacent Cities
Parcel
Aerials 2014
Rede Bard_1
Greer. eard-2
Blue Band
Notes
28504 'can Road, ty. Mt
Attachment D
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
KOA Corporation
01007.0001/256340.1 - 1 48
Attachment D
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
KOA CORPORATION
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this day of , 2015 by and between the City of Rancho Palos
Verdes, a California municipal corporation ("City") and KOA Corporation ("Consultant"). City
and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall
01007.0001/256340.1 -2-49
Attachment D
mean those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
01007.0001/256340.1 -3 50
Attachment D
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed thirteen -thousand five hundred dollars ($13,500) (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
01007.0001/256340.1 -4- 51
Attachment D
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also
be detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
01007.0001/256340.1 -5- 52
Attachment D
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 event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Alan Braatved, V.P. Construction Management Division
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
01007.0001/256340.1 -6-
53
Attachment D
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall
utilize only competent personnel to perform services pursuant to this Agreement. Consultant
shall make every reasonable effort to maintain the stability and continuity of Consultant's staff
and subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Michael Throne, Director of Public Works or his designee
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.
01007.0001/256340.1 -7-54
Attachment D
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form C00001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and
any automobile.
(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
01007.0001/256340.1 - 8 - 55
Attachment D
Agreement. During this additional 5 -year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written
notice by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure
to comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL
MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.
[to be initialed]
Consultant Initials
01007.0001/256340.1 -9- 56
Attachment D
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees
and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant's activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
-10- 57
01007.0001/256340.1
Attachment D
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
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Attachment D
three (3) years following completion of the services hereunder, and the City shall have access to
such records in the event any audit is required. In the event of dissolution of Consultant's
business, custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
01007.0001/256340.1 -12- 59
Attachment D
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.
(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
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01007.0001/256340.1
Attachment D
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant's default shall not be deemed to result in a
waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the
amount or validity of which is disputed by Consultant, or any indebtedness shall exist which
shall appear to be the basis for a claim of lien, City may withhold from any payment due,
without liability for interest because of such withholding, an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however,
affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere
provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any
right or remedy by a non -defaulting party on any default shall impair such right or remedy or be
construed as a waiver. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
01007.0001/256340.1 -14- 61
Attachment D
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.
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.
-15 - 62
01007.0001/256340.1
Attachment D
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 Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should
Consultant so employ such unauthorized aliens for the performance of work and/or services
covered by this Agreement, and should any liability or sanctions be imposed against City for
such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the
cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by City.
-16- 63
01007.0001/256340.1
Attachment D
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time personally delivered or in seventy-
two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Consultant and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
01007,0001/256340.1
-17 - 64
Attachment D
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third 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]
01007.0001/256340.1
-18- 65
Attachment D
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Carla Morreale, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Jim Knight, Mayor
CONSULTANT:
KOA Corporation
By:
Name:
Title:
By:
Name:
Title:
Address:
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.
01007.0001/256340.1 _19- 66
Attachment D
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.0001/256340.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
67
Attachment D
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007,0001/256340.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
Me
Attachment D
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Provide construction Management and Inspection Services as well as Labor
Compliance Monitoring Services for the Roan Road Storm Drain Project in
Rancho Palos Verdes.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Construction files including emails, requests for information and responses, logs
and changes to the construction documents
B. Daily reports, weekly meeting minutes
C. Final report indicating construction issues, resolutions to those issues, inspection
discussions and completed labor compliance survey forms.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
a
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Alan Braatvedt
B. Esther Luis
01007.0001/256340.1
• I*
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
01007.0001/256340.1
Attachment D
70
Attachment D
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB -BUDGET
A.
$100.00/hr
100 hours
$10,000.00
B.
$35.00/hr
100 hours
$3,500.00
C.
Q
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
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 personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed $13,500 as provided in
Section 2.1 of this Agreement.
V. The Consultant's billing rates for all personnel are attached as Exhibit C-1.
01007.0001/256340.1
71
Attachment D
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney's office.
H. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Construction files including emails, requests for information and responses, logs
and changes to the construction documents will be delivered prior to the City's
fling of a Notice of Completion with Los Angeles County and prior to payment
of final invoice.
B. Daily Reports and weekly meeting minutes will be delivered weekly.
C. Final Report indicating construction issues, resolutions to those issues, inspection
issues and discussions and completed labor compliance survey forms will be
delivered prior to final invoice payment.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01007.0001/256340.1
W
ATTACHMENT D
KOA CORPORATION
` PLANNING & ENG'NEERING
September 23, 2015
City of Rancho Palos Verdes
Department of Public Works
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Attention: Ron Dragoo
RE: Roan Road Storm Drainage Project, CM and Inspection Services
Dear Mr. Dragoo:
KOA Corporation ("KOA") appreciates the opportunity to submit this proposal to the City of Rancho
Palos Verdes to provide Construction Management and Inspection Services for the Roan Road Storm
Drainage Project.
We believe that the most economical way to provide the dual service of both Construction
Management and Inspection is to combine the role using a part time CM to adequately provide
administrative and contractual services as well as inspection. Although we believe that this will require
an average effort of 20 -hours per week, we also believe that the project will be completed in 4-5 weeks
instead of the 6 -weeks allowed in the contract and therefore propose a lump -sum amount of $10,000 to
provide the services, irrespective of the duration of the construction contract. In addition, we would
like to offer the services of Ester Luis to provide labor compliance monitoring for the project, for the
lump -sum amount of $3,500. We believe that for this particular contract, it will be a good investment to
use a specialist to monitor the contractor's compliance with all the regulatory requirements.
In summary:
- The cost for CM and Inspection Services only is $10,000
- The cost for CM, Inspection and Labor Compliance Monitoring Services is $13,500
If selected, Alan Braatvedt will be the Project Manager for this contract. The contract would be
managed though the Monterey Park office at 1100 Corporate Center Drive, Suite 201, Monterey Park,
CA 91754; Phone: 310.525-0684; Email: alanb@koacorp.com.
Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you
wish to discuss any part of this proposal, I encourage you to call me at 310.525.0684.
Sincerely,
KOA Corporation
- -
0.... to u
Alan Braatvedt
V.P. Construction Management Division
73
ATTACHMENT D
KOA CORPORATION
f-1ANNING & ENGINEERING
Authorization
The signature below indicates the Client has carefully reviewed this proposal and authorizes KOA to
proceed. Please return this authorization together with a copy of the complete proposal to our office.
Our work cannot commence until we receive this written authorization or an executed agreement.
Alan Braatvedt Date
V.P. of Construction Management Division
KOA Corporation
City of Rancho Palos Verdes ("Client") has carefully reviewed this proposal and hereby authorizes KOA
Corporation to commence work as indicated within the terms and conditions of this proposal.
Signature
Date
Name (please print)
Title (please print)
74