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CC SR 20151215 D - Construction Contract for Grayslake Rd Drainage ImpCITY OF RANCHO PALOS VERDES MEMORANDUM TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR & CITY COUNCIL MEMBERS MICHAEL THRONE, P .E., DIRECTOR OF PUBLIC WORKS °iiD DECEMBER 15, 2015 AWARD CONTRACT FOR CONSTRUCTION FOR THE GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS PROJECT DOUG WILLMORE, CITY MANAGER ~ Project Managers: James Flannigan, Assistant Engineer .Jf RECOMMENDATIONS 1) Approve the construction plans and contract documents for the Grayslake Road Drainage Improvements Project; and 2) Award a construction contract to Concept Consultant, Inc. in the amount of $117,990, and authorize an approximate 10% construction contingency in the amount of $12,000; and 3) Award a Professional Services Contract to KOA Corporation for Construction Management and Inspection services in the amount of $16,780; and 4) 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 $146, 770. The funding necessary to complete this work has not been called out in the Capital Improvement Plan, CIP, because this project was discovered after the CIP was put together. Funding was first intended to come out of a maintenance fund; however, staff has realized an opportunity to use funds from the savings of Roan Road Storm Drain Rehabilitation Project. These projects are of similar scope. 1 Award of Contract for the Construction of Grayslake Road Drainage Improvements Project December 15, 2015 Page 2 of 3 Amount Budgeted: Additional Appropriation: Account Number(s): EXECUTIVE SUMMARY $ 146,770 N/A 501-3052-431-73-00 Grayslake Road ends in a cul-de-sac with a storm drain line that collects runoff from neighboring areas and transmits it into a nearby canyon. The existing line has deteriorated and the best course of action is to abandon the existing storm drain and replace it. Construction proposals were received for the rehabilitation of the storm drain pipe and the lowest responsible and responsive bidder is Concept Consultant, Inc. Staff is recommending awarding a storm drain rehabilitation contract to Concept Consultant, Inc., for their proposed amount of $117,990 and awarding a Professional Services Contract to KOA Corporation for construction management, construction staking, and inspection in the amount of $16,780. BACKGROUND/ DISCUSSION The proposed storm drain pipeline will replace an existing storm drain pipeline which has deteriorated to the point that it has caused a significant sink hole along its present alignment. The new storm drain pipeline will be placed along an unpaved access path outside of private fencing in the City's Street Right-of-Way. The new storm drain pipeline will be somewhat shallower than the existing pipeline and will provide more of a long term solution to the problem area. ADDITIONAL INFORMATION The project was publicly advertised and sealed bids were received and opened on December 2, 2015. Concept Consultant, Inc. submitted the lowest responsive bid out of the six (6) bids received. The following table summarizes the bids received: BID SUMMARY Construction Companies Bid Amount ENGINEER'S ESTIMATE $ 103,043.00 Concept Consultant, Inc. $ 117,990.00 Lee Construction Co. $ 139,328.00 Vasily Company, Inc. $ 158, 100.00 GRFCO, Inc. $ 176,666.00 Excel Paving Company $ 189,304.00 Ferreira Construction Co., Inc. $ 273,294.00 Staff has verified Concept Consultant, lnc.'s references and found their past performance on jobs of similar size to be satisfactory. Concept Consultant, Inc. is currently performing work in the City of Rancho Palos Verdes and the City is finding their work to be satisfactory. Concept Consultant, Inc. has performed similar work with city 2 Award of Contract for the Construction of Grayslake Road Drainage Improvements Project December 15, 2015 Page 3 of 3 agencies like City of Industry, City of Hermosa Beach, and City of Azusa. 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 Grayslake Road Drainage Improvements Project. Staff recommends awarding contracts to Concept Consultant, Inc. and KOA Corporation and authorizing a construction contingency in the total not to exceed amount of $146,770. ALTERNATIVE An alternative would be to reject all bids and re-advertise the construction project. Staff is not recommending this alternative because flood protection is time critical in this rainy season and the bids received are reasonable for the work to be performed. Attachments: A. Project Location Map (Page 4) B. Bid Proposal -Concept Consultant, Inc. (Page 6) C. Construction Contract -Concept Consultant, Inc. (Page 34) D. Proposal -KOA Corporation (Page 59) E. Professional Services Agreement -KOA Corporation (Page 64) 3 Attachment A Project Location Map 4 ~City of Rancho Palos Verdes I ATTACHMENT A 129.3 0 64.67 129.3 Feet I I NAD _1983_StatePlane_California_ V _FIPS_0405_Feet ©City of Rancho Palos Ve rdes The information on this map is for reference only and may not be up-to-date. Plea se contact the City for more information. 1-,'I I 4lxl, Jil l E x l x=1t'3 Legend Street Centerlines D City Boundary O Adjacent Cities O Parcel Aerials2014 • Red: Band_ 1 Iii Green : Band_2 • Blue: Band_3 Notes GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS Attachment B Bid Proposal Concept Consultant, Inc. 6 PROPOSAL CITY OF RANCHO PALOS VERDES GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS PROJECT No. 021516 TO THE DIRECTOR OF PUBLIC WORKS . CITY OF RANCHO PALOS YERDES : The undersigned, as bidder, declares that: (1) this proposal is made without collusion with any other person, firm or corporation, and that the only persons or parties interested as principals are those named herein; (2) bidder has carefully examined the project plans, specifications, instructions to bidders, proposal, notice to contractors and all other information furnished therefore and the site of the proposed work; (3) bidder has investigated and is satisfied as to the conditions to be encountered, the character, quality and quantities of work to be performed and materials to be furnished. Furthermore, bidder agrees that submission of this proposal shall be conclusive evidence that such examination and investigation have been made and agrees, in the event this contract be awarded to bidder, to enter into a contract with the CITY OF RANCHO PALOS VERDES, to perform said proposed work in accordance with the plans, if any, and the terms of the specifications, in the time and manner therein prescribed, and to furnish or provide all materials, labor, tools, equipment, apparatus and other means necessary so to do, except such thereof as may otherwise be furnished or provided under the terms of said specifications, for the following stated unit prices or lump-sum price as submitted on the Schedule attached hereto: The bidder shall submit as part of this proposal a completed copy of the Contractor's Industrial Safety Record. Accompanying this proposal is Bid Bond (Insert)"$ 10% of Bid amount"cash," "Cashier's Check," "certified check," or "Bid Bond," as the case may be) in the amount equal to at leastten percent (10%) of the total aggregate bid price hereof based on the quantities shown and the unit prices quoted in the Bid Sheets. The undersigned further agrees that should he/she be awarded the contract on the basis hereof and thereafter, defaults in executing the required contract, with necessary bonds and documents, within fifteen ( 15) days after having received notice that the contract has been awarded and is ready for signature, the proceeds of the security accompanying his bid shall become the property of the CITY OF RANCHO PALOS VERDES and this proposal and the acceptance thereof may be considered null and void. The undersigned certifies to have a minimum of five (5) consecutive years of current experience in the type of Work related to this Project and that this experience is in actual operation of the firm with permanent employees performing a part of the Work as distinct from a firm operating entirely by subcontracting all phases of the Work. The undersigned also certifies to be properly licensed by the State as a contractor to perform this type of Work . The undersigned possesses California Contractor's License Number 982335 , Class A & §which expires on 3/3112017 ~ Signature(s) of bidder: ~~: ~ If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co -_partners composing the firm. If a corporation, state legal name of corporation. Legal Business Name: _ Concept Consultant, Inc. Address: 1220 Manning Ave. # 13 Los Angeles, CA 90024 Telephone: 310-439-8516 Contact: Nick Sammadi P-1 7 Proposals which do not show the number and date of the Bidder's License under the provisions of Chapter 9 of Division 3 of the Business & Professional Code will be rejected. To be submitted with each bid to contract for City of Rancho Palos Verdes GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS Bid Date 12/02/2015 P-2 8 BIDDER: Concept Consultant, Inc. CITY OF RANCHO PALOS VERDES BID SHEETS FOR GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS PROJECT No. 021516 Bidder's Name: Concept Consultant, Inc. To the Honorable Mayor and Members of the City Council: In compliance with the Notice Inviting Bids, the undersigned hereby agrees to enter into the Contract to furnish all labor, materials, equipment and supplies for the GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS in accordance with the Specifications and Plan for demolition, construction and installation in the Contract Documents, as that term is defined in the Standard Specifications, to the satisfaction and under the direction of the Director of Public Works, at the following prices. The quantities reflected on the plans and in the bid-sheets are representative of the amount of work for each item on the project, but are not final quantities to be used for computing payment. Payment will be based on the measurement of actual work completed. The contractor must notify in writing to the project manager of all discrepancies between actual bid quantities and those shown in the bid document prior to commencement of work in any area of the project. P-3 9 BIDDER: Concept Consultant, Inc. BASE BID SCHEDULE ~--------.~·----- ITEM DESCRIPTION ESTIMATED UNIT PRICE EXTENDED NO. QUANTITY UNIT AMOUNT ··- 1 Traffic Control 1 LS $ 1,875 $ 1,875 ·--·--f.-· C--· ---· 2 Mobilization 1 LS $ 15,000 $ 15,000 ~----~~ ~·---·--·----~-----·---~"~~~----~----~---'-·--·-------- 3 BMPs 1 LS $ 1,000 $ 1,000 ----· --------~~-~~ - 4 Clear and Grub 1 LS $ 2,500 $ 2,500 ·-----· 5 Abandon Existing Storm Drain Manhole 1 LS $ 10,062 $ 10,062 6 Modify Catch Basin Floor and Connect New 1 LS $ 2,375 $ 2,375 RCP '"~~~~---~·-- 7 Modify Manhole Floor and Connect New RCP 1 LS $ 2,125 $ 2,125 ···----~~~-----·· 8 Construct 18" RCP, 15000 26 LF $ 120 $ 3,120 ----·---~-~~----·---· ·--~~-~ 9 Construct 24" RCP, 20000 252 LF $ 204 $ 51,408 --- 10 Construct PCC Collar per SPWWC STD. Plan 4 EA $ 800 $ 3,200 380-4 ··---~· ~~--~~~-----·- 11 Construct Outlet Pad including Gabion 1 LS $ 11,000 $ 11,000 Baskets ~--~ -w~-·---~-~-~-·- 12 Construct Manhole per SPPWC STD. Plan 1 EA $ 6,125 $ 6,125 321-2 ----~~·------- 13 Construct Chain Link Fence to Match Existing 41 LF $ 200 $ 8,200 ~~---· TOTAL BID PRICE $ 117,990 ----- TOTAL BASE BID PRICE IN DIGITS: 117,990 ~-~-~~~~~-~~~~~ TOTAL BASE BID PRICE IN WORDS: One hundred seventeen thousand nine hundred ninety dollars The contract shall be awarded to the lowest responsible bidder based on the TOTAL BASE BID. Note: Some items may be adjusted or deleted. Any changes to the quantities for these items shall not classify as a substantial change as stipulated in Section 3-2.2.1 of the Standard Specifications. Therefore, regardless of total actual amount (percentage) compared to estimated quantities, the unit P-4 10 BIDDER: Concept Consultant, Inc. prices provided above by the Bidder shall be applied to the final quantity when payment is calculated for these items. No adjustment in the unit prices will be allowed. The City reserves the right to not use any of the estimated quantities, and if this right is exercised, the Contractor will not be entitled to any additional compensation. Cost of all export of material shall be included in the above unit costs; no additional compensation will be granted for such expenses. The Contract shall be awarded to the lowest responsible Bidder based on the total Bid price. This proposal shall include all costs associated with complying with the at-risk youth employment provision per specification and grant requirements. Signature: ~ ~Y \ Title: President Date: 12/02/2015 Signature:P ~ Title: Treasurer Date: 12/02/2015 P-5 11 INFORMATION REQUIRED OF BIDDER Fill out all of the following information. Attach additional sheets if necessary. (1) Bidder's name: Concept Consultant, Inc. (2) If the Bidder's name is a fictitious name, who or what is the full name of the registered owner? If the Bidder's name is not a fictitious name, write "N/A" in the response to this question. If you are doing business under a fictitious name, provide a copy of the filed valid Fictitious Business Name Statement. (3) Business address: 1220 Manning Ave.# 13 Los Angeles, CA 90024 (4) Telephone: 310-439-8516 Facsimile: 310-400-5829 (5) Type of firm -Individual, Partnership, LLC or Corporation: _c_o_rp_o_ra_t_io_n ________ _ (6) Corporation organized under the laws of the state of: _C_a_l_ifo_r_n_ia __________ _ (7) California State Contractor's License Number and Class: _9_8_2_3_3_5_A_&_B _______ _ (8) DIR Contractor Registration Number: _1_0_0_00_0 __ 8_4_1_0 ______________ _ (9) List the name and title of the person(s) who inspected the site of the proposed Work for your firm: Nick Sammadi-President (10) Number of years' experience the company has as a contractor in construction work: 40 (11) List the names, titles, addresses and telephone numbers of all individuals, firm members, partners, joint venturers, and company or corporate officers having a principal interest in this Proposal: Nick Sammadi-President 1220 Manning Ave. # 13 Los Angeles, CA 90024 (12) List all current and prior D.B.A.'s, aliases, and fictitious business names for any principal having interest in this Bid: NIA (13) List the dates of any voluntary or involuntary bankruptcy judgments against any principal having an interest in this Bid: NIA P-6 12 (14) For all arbitrations, lawsuits, settlements and the like (in or out of court) that the company or any principal having an interest in this Bid has been involved with in the past five (5) years: a. Briefly summarize the parties' claims and defenses: N/A (15) Has the company or any principal having an interest in this Bid ever had a contract terminated by the owner or agency? If yes, explain . No (16) Has the company or any principal having an interest in this Bid ever failed to complete a project? If yes, explain. No (17) Has the company or any principal having an interest in this Bid ever been terminated for cau se, even if it was converted to a "termination of convenience"? If yes, explain. No (18) For projects that the company or a ny principal having an interest in this Bid has been involved with in the last five (5) years, did you have any claims or actions: a. By you against the owner? Circle one: b. By the owner against you? Circle one: P-7 Yes Q Yes C!) 13 c. By any outside agency or individual for labor compliance? Circle one: Yes ~ d. By Subcontractors? Circle one: Yes Cl!) e. Are any of these claims or actions unresolved or outstanding? Circle one: Yes 8 If your answer is "yes" to any part or parts of this question, explain. (19) List at least three similar projects completed as of recent date: Contract Amount Class of Work Date Completed Name, Address of Owner, & Telephone No. $438,500 A 6/30/2014 UCLA-Dan Lerman 310-490-5208 $373,550 B 12/15/2015 City of Industry Gerry Perez 626-333-0336 $326,884 A 10/20/2015 City of Hermosa Beach Vince 310-415-8977 Upon request of the City, the Bidder shall furnish evidence showing a notarized financial statement, financial data, construction experience, or other additional information. Failure to provide truthful answers to the questions above or in the following References Form may result in the Bid being deemed non-responsive. The Bidder certifies under penalty of perjury under the laws of the State of California that the information provided above is true and correct. Company Concept Consultant, Inc. Signature: ..:::...~~::::::===--...:::=!:!::::::::.. __ Title: President Date: 12/02/2015 Signature:~ Title: Treasurer Mltf!WllCHOlMMIM Date: ------------- (SEAL) "°':J&s~ ~ • COMMISSION I =5 ... ' : :'"..:. 9.:": r:· ~.2: . --c P-8 14 REFERENCES For all public agency projects in excess of $100,000 you are currently working on or have worked on in the past five (5) years, provide the following information: Project 1 Name/ Number UCLA-Automated Bollards Project Description Install Automated Bollards, including Install Underground Utilities, Concrete work, Electrical and Asphalt Approximate Construction Dates From : 10/29/201.3 To: 6/30/2014 AgencyName: ~U_C_LA~_-_C_A ________________________ _ Contact Person: _D_a_n_Le_r_m_a_n ________ _ Telephone: 310-490-5208 Address: Los Angeles, CA Original Contract Amount: $ $398,800 Final Contract Amount: $ 438,500 ------ If final amount is different from original amount, please explain (change orders, extra work, etc.) Additional concrete and asphalt work . Did you file any claims against the Agency? Circle one: Yes e Did the Agency file any claims against you? C ircl e one: Yes Q If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project2Name/Number _C_it_y_o_f_ln_d_u_st_ry ____________________ ~ Project Description _R_e_m_o_d_e_lin_,g _______________________ _ Approximate Construction Dates From: 5/20/2015 To: 12/15/2015 AgencyName: _C_it~y_o_f_ln_d_u_st_ry _________________________ ~ Contact Person: Gerry Perez -------------~ Telephone: 626-333-0336 Address: City of Industry, CA Original Contract Amount: $_3_5_7_..,o_o_o ____ _ Final Contract Amount: $ 377,000 ------ P-9 15 If final amount is different from original amount, please explain (change orders, extra work, etc.) Framing improvement, windows replacement. Did you file any claims against the Agency? Circle one: Yes ® Did the Agency file any claims against you? Circle one: Yes Cfi) If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 3 Name/ Number _C___,ity,_o_f_H_e_r_m_o_s_a_B_e_a_c_h __________________ _ Project Description Surf Legends Memorial Install Fountain, Underground system, install statue Landscaping. Approximate Construction Dates From: 7/20/2015 To: 10/31/2015 Agency Name: City of Hermosa Beach Contact Person: Vince Dammase --------------------~ Telephone: 310-415-8977 Address: City of Hermosa Beach, CA Original Contract Amount: $_3_4_3 __ ,5_0_0 ____ _ Final Contract Amount: $ 375, 700 ---------- If final amount is different from original amount, please explain (change orders, extra work, etc.) Install Concrete benches, additional landscape, and install podium Did you file any claims against the Agency? Circle one: Yes <E£) Did the Agency file any claims against you? Circle one: Yes (fig) If you answered yes to either of the above two questions, please explain and indicate outcome of claims. P-10 16 Project 4 Name/ Number _s_a_n_ta_M_o_n_ic_a_c_o_ll_eg_e _________________ _ Project Description --=-R.;;.;:e;.:.;m"""o:;.:d;.;:e.:..;;lin:..:.;g.,__ ______________________ _ Approximate Construction Dates From: 8/26/2012 To: 6/01/2013 Agency Name: Santa Monica District College Contact Person: Brad Suter --------------Telephone: 310-396-4540 Address: 919 Santa Monica Blvd. Santa Monica , CA Original Contract Amount: $_2_7;...:5_,_,6;...:0;...:0 ____ _ Final Contract Amount: $..::2;.;:;8.=.6i...::,O-=-O-=-O--- If final amount is different from original amount, please explain (change orders, extra work, etc.) Mechanical and parking lot improvements Did you file any claims against the Agency? Circle one: Yes Q Did the Agency file any claims against you? Circle one: Yes e If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 5 Name/ Number AGSM (Gold Hall Acoustical Upgrade) Project Description Sound proof insulation entire lobby's walls up to 49' height Approximate Construction Dates From: 8/20/2013 To: 11/26/2013 AgencyName: --"U-"C-"LA'-'-,--------------------------~ Contact Person: Howard Titzel -------------~ Telephone: 310-825-5500 Address: Los Angeles, CA Original Contract Amount: $_1_78_,_o_oo ____ _ Final Contract Amount: $ 198,000 ·------ If final amount is different from original amount, please explain (change orders, extra work, etc.) Additional scaffolding and panels installation P-11 17 Did you file any claims against the Agency? Circle one: Yes S Did the Agency file any claims against you? Circle one: Yes ~ If you answered yes to either of the above two questions, please explain and indicate outcome of claims. Project 6 Name/ Number Precast Concrete wall panels Project Description Precast concrete Fencing Approximate Construction Dates From: 01/28/2014 Agency Name: City of Azusa-Dept. Light and Water Contact Person: _Fe_d_e_r_ic_o_L_a_ng,,._i_t --------- Address: City of Azusa, CA To: 4/30/2014 Telephone : 626-812-5213 Original Contract Amount: $_98_,_o_oo _____ _ Final Contract Amount: $ 115,000 ------ If final amount is different from original amount, please explain (change orders, extra work, etc.) Site improvement Did you file any claims against the Agency? Circle one: Yes C!) Did the Agency file any claims against you? Circle one : Yes 0 If you answered yes to either of the above two questions, please explain and indicate outcome of claims. P-12 18 STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES CONCERNING THE CONTRACTORS' LICENSING LAWS [Business & Professions Code 7028.15] [Public Contract Code 20103.5] I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California contractor's license as set forth below: Business & Professions Code 7028. 15: (a) It is a misdemeanor for any person to submit a bid to a public agency in order to engage in the business or act in the capacity of a contractor within this state without having a license therefore, except in any of the following cases: (1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by Section 10164 of the Public Contract Code or on any local agency project governed by Section 20104 [now ' 20103.5] of the Public Contract Code. (b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 1 O days nor more than six months, or both. In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, "the price of the contract" for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed. (c) This section shall not apply to a joint venture license, as required by Section 7029.1. However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his or her individual licensure. (d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed contractor to render services within the scope of their respective practices. (e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a contractor who is not licensed in accordance with this chapter shall be considered non· responsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the contractor was properly licensed when the contractor submitted the bid. Notwithstanding any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to Sections 7028. 7 to 7028.13 inclusive. Any contract awarded to, or any purchase order issued to, a contractor who is not licensed p.13 19 pursuant to this chapter is void. (f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. (g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient. Public Contract Code 20103.5: In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state. However, at the time the contract is awarded, the contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the agency that the records of the Contractor's State License Board indicate that the contractor was properly licensed at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties imposed by law including, but not limited to, any appropriate disciplinary action by the Contractor's State License Board. The agency shall include a statement to that effect in the standard form of prequalification questionnaire and financial statement. Failure of the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder. License No.: 982335 Class: A &B Expiration Date: _3_13_1_12_0_1_7 _______ _ Date: 12102/201 ; Signature: ~ P-14 20 RESUME Attach to this Bid the experience resume of the person who will be designated as General Construction Superintendent or on-site Construction Manager for the Contractor. As an experienced civil engineer and working 40 years on public works, I will supervising this project as a superintend~e:i!J.Uoo---.. ~ ~ Nick Sammadi ~ P-15 21 N N DESIGNATION OF SUBCONTRACTORS [Public Contract Code 4104] List all Subcontractors who will perform Work or labor or render service to the Contractor in or about the construction of the Work or improvement, or a Subcontractor licensed by the State of California who, under subcontract to the Contractor, specialty fabricates and installs a portion of the Work or improvement according to detailed drawings contained in the Plans and Specifications, in an amount in excess of one-half percent (0.5%} of the Contractor's total Bid or, in the case of bids or offers for the construction of streets or highways, including bridges, in excess of one-half percent (0.5%) of the Contractor's total Bid or $10,000, whichever is greater. If all Subcontractors do not fit on this page, attach another page listing all information for all other Subcontractors. I California I Name under which Contractor's California DIR Type of Work Percentage of Subcontractor is License Contractor Address & Phone Number (e.g. Electrical} Total Bid (e.g., I Licensed Number(s) & Registration 10%)* I Class( es) Number I First Class Plumbing 862790 1000015549 Venice, CA I Plumbing & I 47 I Underground Utililies I ! I I I I I i I I I I I I I I I . I I I I I I I I I I I I * The percentage of the total bid shall represent the uportion of the workn for the purposes of Public Contract Code Section 4104(b ). P-16 I\.) (,,.) CONTRACTOR'S INDUSTRIAL SAFETY RECORD Bidder's Name Concept Consultant, Inc. Current Year of 2014 2013 2012 2011 2010 Total Record Number of contracts 4 3 2 2 1 1 13 Total dollar amount of contracts (in thousands 860 650 480 360 210 155 2,715 of dollars) Number of fatalities 0 0 0 0 0 0 0 Number of lost workday 0 0 cases 0 0 0 0 0 Number of lost workday cases involving 0 permanent transfer to 0 0 0 0 0 0 another job or termination of emolovment The above information was compiled from the records that are available to me at this time and I declare un~ penalty of perjury that the information is true and accurate-withinJRe1lniitations of those records. Signature: e rr· , • <;----~ ,,, x===:: Signature: o.n'.if '--=--::;.. ~..,,.....,.....- Title: President Title: Treasurer Date: 12/02/2015 Date: 12/02/2015 P-17 Bond No. NIA BID BOND KNOW ALL PERSONS BY THESE PRESENTS that: WHEREAS the City of Rancho Palos Verdes ("Public Agency"), has issued an invitation for Bids for the Work described as follows: GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS Project No. 021516 Concept Consultant, Inc. WHEREAS------'1=2=2~0~N~h~11~11~1i~n~g~A~v~e·~·-#=13~,~L~o~s~A=n~g~el~e~s,_C=A~9~00~2_4~-------------­ (Name and address of Bidder) ("Principal"), desires to submit a Bid to Public Agency for the Work. WHEREAS, Bidders are required under the provisions of the California Public Contract Code to furnish a form of Bidder's security with their Bid. NOW, THEREFORE, we, the undersigned Principal, and SureTec Insurance Company 3033 5th Ave., Ste. 300, San Diego, CA 92103 (Name and address of Surety) ("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Public Agency in the penal sum of-------------- Ten Percent of Amount Bid Dollars($ 10% of Bid ), being not less than ten percent (10%) of the total Bid price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal is awarded a contract for the Work by the Public Agency and, within the time and in the manner required by the Specifications, enters into the written form of Contract included within those Specifications, furnishes the required Bonds, one to guarantee faithful performance and the other to guarantee payment for labor and materials, and furnishes the required insurance coverage, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect. In case suit is brought upon this Bond, Surety further agrees to pay all court costs incurred by the Public Agency in the suit and reasonable attorneys' fees in an amount fixed by the court. Surety hereby waives the provisions of California Civil Code Section 2845. P-18 24 IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body. Dated: November 30, 2015 "Principal" "Surety" Concept Consultant, Inc. SureTec Insurance Company By: ___________ _ By : ___________ _ Its Its (Seal) (Seal) Note: This Bond must be dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney- in-fact must be attached. P-19 25 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 11/30/2015 before me, MICHAEL J SORIANO, NOTARY PUBLIC (insert name and title of the officer) personally appeared NICK SAMMADI ' who proved to me on the basis of satisfactory evidence to be the person~ whose nameW~ subscp~bed o the within instrument and acknowle~,:.Et me that ~/~/tb..eef executed the same in Al"isJtier/t tr authorized capacity(µ{s), and that by~ r/trn{ir signature( sf on the instrument the Verson( , or the entity upon bet1'alf of which the pers n{s)acted, executed the instrument. I certify under PENAL TY 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 __ ~--==--~=-----'..;;;.·-·--(Seal) 26 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completihg this certificate verities only the Identity of the individua l who signed the document, to which this certificate is attached, and not t he truthfulness, acc uracy, or validity of that document. State of California County of Los Angeles On NOV 3 0 2015 before me,-'-A=·-=B""'"is"""'o~rd=i _____________ , Notary Pub lic personally appeared __ D~a~v ...... id~N~o=d=d=le~-------------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authori zed capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon beha lf of which the person(s) acted, executed the in strument. I certify under PENAL TY OF PERJURY under the laws of the state of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sig n~~~·~+·-· ________ _ OPTIONAL Though the data be low is not required by law , it may prove valuab le to persons relying on the document and could prevent fraudu lent reattachment of this form. CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORATE OFFICER 0 PARTNER(S) 0 MEMBER of LLC 0 ATTORNEY-IN-FACT 0 TRUSTEE(S) 0 GUARDIAN/CONSERVATOR OTHER: ------------ SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number of Pages Date of Document Signer(s) other than named above POA #: 510010 SureTec Insurance Company LIMITED POWER OF ATTORNEY Know All Men by These Presents, That SURETEC INSURANCE COMP ANY (the "Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint David Noddle its true and lawful Attorney-in-fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for: Five Million and 001100 Dollars ($5,000,000.00) and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney-in-Fact may do in the premises. Said appointm.ent shall continue in force until 05/1812017 and is made under and by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company: Be it Resolved, that the President, any Vice-President, any Assistant Vice-President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attomey(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney-in-Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deHver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney-in-Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be ii Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power ofattomey or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted al a meeting held on zoth of April, 1999.) In Witness Whereof, SURETEC INSURANCE COMPANY bas caused these presents to be signed by its President, and its corporate seal to be hereto affixed this 21st day of March, A.D. 2013. State of Texas County of Harris ss: ~\\'f>f~1W»Vf/llJ. ~:~~.~~~ J/1~~2\%\ tHw )'01 0:.\ ~ <'. i· ... ./. / 't' ............. ·'/ SURETEC INSURANCE COMP ANY John * "' On this 21st day ofMarch, AD. 2013 before me personally c·;:;: John Knox Jr., to me known, who, being by me duly swam, did depose and say, that he resides in Houston, Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. :JaCqViclyn Maldonado, Notary Public My commission expires May 18, 2017 I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMP ANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect; and furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. · Given under my hand and the seal of said Company at Houston, Texas this ··---- Any Instrument issued in excess of the penalty stated above Is totally void and without any validity. For verification of the authority of this power you may call (713) 812·0800 any business day between 8:00 am and 5:00 pm CST. 28 NONCOLLUSION DECLARATION TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID [Public Contract Code 7106] [Public Contract Code§ 7106] State of California County of Los Angeles City of Los Angeles The undersigned declare~: I am the President ) ) SS. ) of Concept Consultant, Inc, the party making the foregoing bid . The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid , or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained In the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company association, organization, bid depository, or to any memb~r or ~gent thereof to effectuate a collusive or sham bid, a nd has n()t paid, and will not pay; any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. Subscribed and sworn to before me On (Date) (Notary Seal) Signature P-20 29 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 valid it of that document. State of California County of LOS ANGELES Subscribed and sworn to (or affirmed) before me on this _3_0 __ day of NOVEMBER , 20_!i_, by NICK SAMMADI (Seal) 30 ACKNOWLEDGMENT OF ADDENDA Bidder's Name:---------------- The Bidder shall sign ify receipt of all Addenda here, if any: Addendum Number Date Received Sia nature None ~~ . If there are more Addenda than there is room in the chart above, attach another page acknowledging ~ceiptofthe~ Signature: ~ / c-- Title: President Date: 12/02 /2015 ------------- P-2 1 3 1 This form shall be submitted with the Bid PROPOSER/BIDDER STATISTICAi. iNFORMATiON FORM All proposers/bidders responding to the sollcltatlon must complete and submit this form In order for their proposer or bid to be considered. The lnformatlt:m requested In the form will be used solely for statistical purposes. The eontract(s) and/or subcontract(s) will be awarded without regard to gender, race, color, creed, or national origin. 1. Type of business entity: 0 Sole partnership 0 Partnership 0 Nonprofit organization 0 Franchise [)( Corporation 0 limited Uablllty Corporation 0 Other: ----·-----· 2. Total number of employees in flrm/organlzation, includlns owners: ---·---- 3. Break down the total number of employees in your firm/organization Into the following categories: . .. ........ .~a~l!!§~!!~lcl!)I.~·· . _ Black I African-American Hispanic/ Latino Asian-American I Pacific islander American Indian/ Alaska Native Flilplno American White Other Owners, Partners, and Associate Partners ~--·----"~~-·~, ~~.,,~,,~·.···,·~~·~-- Male Female 4. Indicate, by percentage, how ownership of the firm/organization Is distributed: Men Women Black/ African· American Hispanic I Llltlno Asian-American American/ Indian I Paclflc Alaskan Islander Native Flllplno· American White Other 5. If your firm Is currently certified as a Minority (MBE), Women (W!IE), Disadvantaged (DBE), and/or Disabled Veteran (D\IBE) Business Enterprise by a public agency, Indicate the Business Enterprise certlilcatlon of your firm, the certifying agency, and the expiration date of the certification: MBE WBE DI.IE D\IBE 0 D 0 0 N/A 0 0 0 0 0 0 D 0 0 0 0 0 0 0 0 D 0 0 0 0 P-22 32 ·--------------· ------- BYLAWS OF CONCEPT CONSULTANT, INC. ARTICLE I OFFICES AND AGENTS Sec.:tion 1. PR INCIPAL EXECUTIVE OFFICE. -------- The principal executive office for the transact ion of business of the corporation is hereby fixed and lo cated at 1220 Manning Ave.# 13 City of~os~ngeles, CA 90024___ __ , County of los~n ~e le s ~ ___ -· State of California. The location of th e principa l exec utive office may be changed by approva l of a majo rit y of' the authorized Directors, and additiona l otlices may be established and maintai ned al such othe r place or places. either within or witho ut the State of Ca lifornia, as the Board of Directors may from time to time designate. Section 2. 011-IER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporat ion is qualified to do business. Section 3. REGISTERED AGENTS. The corporation shall have and maintain a registered agent within the State of California and within all other states in which it is required by applicable law. By: ...c::6-_ ______ ~ Name: Nick Sammadi Title: President 33 Attachment C Construction Contract Concept Consultant, Inc. 34 CHECKLIST FOR EXECUTION OF CONSTRUCTION CONTRACT TO BE SUBMITTED BY SUCCESSFUL BIDDER: D Two Executed Notarized Copies of the Agreement (Attached) D Payment Bond in Amount of Contract (Attached) D Performance Bond in Amount of Contract (Attached) D Workers Compensation Insurance Certificate in the amount required by law (Attached) D Liability Insurance Certificate in the Amount of $1 Million, Naming the City as a Co-insured D Automobile Insurance Certificate in the Amount of $1 Million D General Aggregate Insurance Certificate in the Amount of $2 Million, Naming the City as a Co- insured D Agreement to Comply with California Labor Law Requirements (Attached) D Business License with the City of Rancho Palos Verdes D Indemnification and Hold Harmless Agreement (Attached) D Additional Insured Endorsement -Comprehensive General Liability (Attached) D Additional Insured Endorsement -Automobile Liability (Attached) D Additional Insured Endorsement -Excess Liability (Attached) Checklist - 2 35 CITY OF RANCHO PALOS VERDES PUBLIC WORKS AGREEMENT GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS THIS AGREEMENT ("Agreement") is made and entered this __ day of , 2015, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and ---------("Contractor"). Contractor's license number is _____ _ In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. 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 the Grayslake Road Drainage Improvements, as described in this agreement and in the Contract Documents (including Notice Inviting Bids, the Instructions to Bidders, the Proposal, this Public Works Agreement, the General Provisions, the Special Provisions, Appendices I through V, the Plans and all addenda prepared prior to the date of bid opening setting forth any modifications or interpretations of any said documents}, which are attached hereto as Exhibit "A" and incorporated herein by this reference, including miscellaneous appurtenant work. All work shall be performed in accordance with the 2015 edition of the Standard Specifications for Public Works Construction (commonly known as the "Greenbook") published by Public Works Standards Inc. (collectively "Standard Specifications"}, which is incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and incorporated documents, the terms of this Agreement shall control. 2. Extra Work. Extra work, when ordered in writing by the Director of Public Works and accepted by the Contractor, shall be paid for under written work order in accordance with the terms therein provided. Payment for extra work will be made at the unit price or lump sum previously agreed upon in writing between the Contractor and the Director of Public Works. All extra work shall be adjusted daily upon report sheet furnished by the Contractor, prepared by the Director of Public Works, and signed by both parties, and said daily report shall be considered thereafter the true records of extra work done. 3. Effective Date. This Agreement is effective as of the date listed above, and shall remain in full force and effect until Contractor has rendered the services required by this Agreement. 4. Time. Time is of the essence in this Agreement. 5. Force Majeure. Neither the City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice. 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 "B" 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 C-2 36 request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. A payment shall be made as the City Council of the City prescribes upon estimates approved by the City Council. However, progress payments shall not be made in excess of ninety-five percent (95%) of the percentage of actual work completed plus a like percentage of the value of material delivered on the ground or stored subject to, or under the control of, the City, and unused. The City shall withhold not less than five percent (5%) of the Agreement price until final completion and acceptance of the Project. However, at any time after fifty percent (50%) of the work has been completed, if the City Council of the City finds that satisfactory progress is being made, it may, at its discretion, make any of the remaining progress payments in full for actual work completed. 8. Substitute Security. A. At the written request and expense of Contractor, securities equivalent to any moneys withheld by the City to ensure performance under this Agreement shall be deposited with the City, or with a state or federally chartered bank in the State of California as the escrow agent, that shall then pay those moneys to Contractor. Upon satisfactory completion of the Agreement, the securities shall be returned to Contractor. B. Alternatively, Contractor may request that the City shall make payment of retentions earned directly to the escrow agent at the expense of Contractor. At the expense of Contractor, Contractor may direct the investment of the payments into securities, and Contractor shall receive the interest earned on the investments upon the same terms provided for securities deposited by Contractor. Upon satisfactory completion of the Agreement, Contractor shall receive from the escrow agent all securities, interest, and payments received by the escrow agent from the City, pursuant to the terms of this Section. C. Securities eligible for investment shall include those listed in California Government Code Section 16430, bank or savings and loan certificates of deposit, interest-bearing demand deposit accounts, standby letters of credit, or any other security to which Contractor and the City mutually agree in writing. Contractor shall be the beneficial owner of any securities substituted for moneys withheld and shall receive any interest thereon. D. If Contractor elects to receive interest on moneys withheld in retention by the City, it shall, at the request of any subcontractor performing more than five percent (5%) of Contractor's total bid, make that option available to the subcontractor regarding any moneys withheld in retention by Contractor from the subcontractor. Further 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 the Contractor's Proposal, attached hereto as Exhibit "B" and incorporated herein by this reference. 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 C-3 37 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. 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. 13. 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 "lndemnitees") 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 lndemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against lndemnitees in any such Claim. Contractor shall reimburse lndemnitees 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 lndemnitees. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable. B. Bid Protests. In addition to its obligations pursuant to Section 13(a), Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. C-4 38 C. Civil Code Exception. Nothing in Section 13(a) shall be construed to encompass lndemnitees' 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. lndemnitees 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 lndemnitees and shall operate to fully indemnify lndemnitees 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 lndemnitees, 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 lndemnitees. 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 lndemnitees may have under the law. Payment is not required as a condition precedent to an lndemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the lndemnitee's right to recover under this indemnity provision. 14. Incorporation by Reference. All of the following documents are attached hereto and incorporated herein by this reference: 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). 15. 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. 16. Trenching and Excavations. If the project involves trenching more than four (4) feet deep, Contractor shall promptly and before the following conditions are disturbed notify the City in writing of any: material that Contractor believes may be material that is hazardous waste, as defined in California Health and Safety Code Section 25117, that is required to be removed to a Class I, Class II, or Class Ill 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. 17. Utilities. The City acknowledges its responsibilities under Government Code section 4215 and incorporates that section herein by this reference. C-5 39 18. 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. 19. Independent Contractor. Contractor is and shall at all times remain, as to the City, a wholly independent contractor. Neither the City nor any of its agents shall have control over the conduct of Contractor or any of the Contractor's employees, except as herein set forth, and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons, firms, or corporations at the Contractor wishes except as expressly provided in this Agreement. Contractor shall have no power to incur any debt, obligation, or liability on behalf of the City, bind the City in any manner, or otherwise act on behalf of the City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the 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. 20. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. The Agreement to Comply with California Labor Law Requirements is attached hereto and incorporated herein by this reference. Eight hours of labor constitutes a legal day's work. 21. 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." 22. 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. 23. 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. 24. 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-6 40 25. 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. 26. 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. 27. 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 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. 28. 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. 29. 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. 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. C-7 41 35. 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. 36. 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. 37. 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 "B", Contractor's Proposal. 38. 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. 39. 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. IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written. C-8 42 CITY OF RANCHO PALOS VERDES By: ____________ _ Mayor ATTEST: APPROVED AS TO FORM: By:. By:. City Clerk City Attorney ("CONTRACTOR") By: ___________ ~ Printed Name: --------- Tit I e: ------------ By: ___________ ~ Printed Name: ________ _ Title: ------------ C-9 43 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. 1. Acceptable insurance coverage shall be placed with carriers admitted to write insurance in California, or carriers with a rating of, or equivalent to, A:Vll 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-10 44 Bond No. __ PAYMENT BOND (LABOR AND MA TE RIALS) 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: GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS Project No. 021516 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. 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 C-11 45 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: --------------- "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: ALESHIRE & WYNDER, LLP 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-12 46 Bond No. ___ _ 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: GRAYSLAKE ROAD DRAINAGE IMPROVEMENTS Project No. 021516 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-13 47 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. "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: ALESHIRE & WYNDER, LLP 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-14 48 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: 1. 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 By:--------------- Its Authorized Representative C-15 49 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 177 4 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 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 C-16 50 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 _____________ _ Signature 1 : _____________ _ Date _____________ _ Signature 2: _____________ _ C-17 51 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION Contract/Agreement/License/Permit No. or description: --------------- lndemnitor(s) (list all names): ______________________ _ To the fullest extent permitted by law, lndemnitor 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 "lndemnitees") 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 lndemnitor 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 lndemnitees and shall operate to fully indemnify lndemnitees 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 lndemnitees may have under the law. Payment is not required as a condition precedent to an lndemnitee's right to recover under this indemnity provision, and an entry of judgment against an lndemnitee shall be conclusive in favor of the lndemnitee's right to recover under this indemnity provision. lndemnitor shall pay lndemnitees 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) lndemnitees' 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 lndemnitees. lndemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the lndemnitees, 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 lndemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the lndemnitees. In the event there is more than one person or entity named in the Agreement as an lndemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. "lndemnitor" Name Name ------------------------------ By: ____________ _ By: ____________ _ Its Its C-18 52 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. 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. C-19 53 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: o Contractual Liability o Owners/Landlords/Tenants o Manufacturers/Contractors o Products/Completed Operations o Broad Form Property Damage o Extended Bodily Injury o Broad Form Comprehensive General Liability Endorsement o Explosion Hazard o Collapse Hazard o Underground Property Damage o Pollution Liability o Liquor Liability D --------------- 0 --------------- 0 --------------- 12. A o deductible or o self-insured retention (check one) of$ ________ _ applies to all coverage(s) except ----------------------- (if none, so state). The deductible is applicable o per claim or o per occurrence (check one). 13. This is an o occurrence or o claims made policy (check one). 14. 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------------' 20 ___ _ Telephone No.: <.--. ______ _ C-20 Signature of Authorized Representative (Original signature only; no facsimile signature or initialed signature accepted) 54 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. 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 C-21 55 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 THIS ENDORSEMENT ATTACHES POLICY PERIOD 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: Any Automobiles All Owned Automobiles Non-owned Automobiles Hired Automobiles Scheduled Automobiles Garage Coverage Truckers Coverage Motor Carrier Act Bus Regulatory Reform Act Public Livery Coverage 12. Ao deductible or o self-insured retention (check one) of$ __________ _ applies to all coverage(s) except: __ (if none, so state). The deductible is applicable G per claim or G per occurrence (check one). 13. This is an o occurrence or o claims made policy (check one). 14. 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----------------' 20 Telephone No.: ( _________ _ C-22 Signature of Authorized Representative (Original signature only; no facsimile signature or initialed signature accepted) 56 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), /icense(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, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: C-23 57 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 WHICHPOLICY PERIOD THIS ENDORSEMENT ATTACHES FROM/TO o Following Form o Umbrella Liability 11. Applicable underlying coverages: INSURANCE COMPANY POLICY NO. LIMITS OF LIABILITY AMOUNT 12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages: 13. A o deductible or o self-insured retention (check one) of$ _____ _ applies to all coverage(s) except:---------------------- (if none, so state). The deductible is applicable o per claim or o per occurrence (check one). 14. This is an o occurrence or o 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---------------' 20_ TelephoneNo.: ( __ )_ Signature of Authorized Representative (Original signature only; no facsimile signature or initialed signature accepted) C-24 58 Attachment D Proposal KOA Corporation 59 December 7, 2015 City of Rancho Palos Verdes Department of Public Works 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 Attention: James Flannigan I 0 I I C o r po rate Center D riv e , Sui te 20 I Mo nterey Pa rk, C A 9 1754 323 .260 .470 3 www.koaco rpo ratio n .c om RE: Construction Management and Inspection Services for the Grayslake Road Drainage Improvements Project Dear Mr. Flannigan: 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 Grayslake Road Drainage Improvement Project. KOA has the expertise and resources required to assist the City of Rancho Palos Verdes in a timely and efficient manner for the execution of this project. KOA proposes to use Ram Mohseni as the Construction Manager, who is currently working with Concept Consultant, Inc., the apparent low bidder, on the Sunnyside Ridge project for the City. We believe that it will be beneficial for Ram to work on both projects as it's likely that the contractor will share resources between the two projects. We also propose Alan Braatvedt as the Principle in Charge, who will provide oversight for the project. Alan has worked extensively for the City for the last I 0-years and so has a very good understanding of: how the City operates; its employees; and the expectations of Residents. KOA is very familiar with the location and the difficulties associated with the project. Although this is not a big project, it has difficulties due to the location and there is some concern that the contractor may not have sufficient supervision, so we think that it will require fairly extensive oversight. KOA's recommendation is to provide CM/Inspection for 50% of the time. The services provided will include the inspection of the work, public relations, the coordination of testing, responding to RFl's/general questions, submittal review, documentation and project controls. In addition KOA will manage the establishment and adherence to the project schedule and deal with all cost related issues including measurement and changes to the scope of the work. KOA propose to staff the project by using the services of both Alan Braatvedt for I /3 of the time and Ram Mohseni for the other 2/3. The KOA team, our project systems, and our entire management structure are geared to providing flexible services to agencies such as yours. We assure that our key personnel will be assigned to provide services for its duration and will not be removed or replaced by us without concurrence from the City of Rancho Palos Verdes. In addition, KOA has teamed with KDM Meridian to provide construction staking for the project. LOS ANGELES ONTARIO ORANGE SAN DIEGO SOUT H BAY 60 Alan Braatvedt will be the Management Contact and Project Manager for this contract. The contract would be managed though the Los Angeles office at I I 00 Corporate Center Drive, Suite #20 I, Monterey Park, CA 91754 Phone: 310.562-598; Email: alanb@koacorp.com. Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you have questions during the selection process, please contact me at 310.525 .0684. Sincerely, KOA Corporation Alan Braatvedt Y.P. of Construction Management Division City of Rancho Palos Verdes Grayslake Road Drainage Improvement Project 2 12/8/2015 61 Summary of Services KOA Corporation will provide professional services to the City of Rancho Palos Verdes for the project, which will include: • Public Relations outreach, specifically in dealing with immediate neighbors. • Managing the contract, which will include: schedule controls; access between private property and associated constraints; addressing RFl's; and all unforeseen conditions; measurement; change management negotiations etc. • Document Controls, including: Correspondence; permits; payment applications; labor compliance; warrantees; final sign off of the project and all other required documentation. • Monitoring of the schedule and recovery schedule if necessary • Construction Staking Project Experience KOA and Alan in particular, has been intimately involved with the similar projects throughout the City and for other clients. We have worked extensive ly with the City and so understand the way that the City operates and know most of the Staff. Fee We anticipate a requirement of about 20-hours a week for the service, averaged over the 4 weeks as shown in the table below: Oty d Rard o Pala; Verdes G-aysiale Read D°ainctge ll'l'Jll'"0"8 I El Its Pttject FEESCJ-EDU..E WI/ WI T.N!iK/CEl..NB¥8..E H:Ju1y Rires (FUly 9.rdened): $145.00 Pre.c.onstruction 4 Construction 24 Post:-C.onstruction 0 Construction Staking SLBTOfAL TOT.AL~~~ 28 TOT.ALFEEAMOLNT $ ~00100 Assures 2)\1\0'kirg days fcr cx:rstru::t101 Expenses Project expenses are included in the Fee City of Rancho Palos Verdes CM/ lnspeaion $135.00 4 64 4 72. $ 9,7l!100 Grayslake Road Drainage Improvement Project 3 V\fB<S lOrAL OherClrect l-0..RS Costs I 8 4 00 I 4 $ 3,CXXlOO 100 $ 3,CXXlOO FEEESTI~TE $ 1.12000 $ 12, 12000 $ 54QOO $ 3,CXXlOO $16,700 $ 16,780.00 12/8162 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 V.P. of Construction Management Division KOA Corporation Date 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) City of Rancho Palos Verdes Grayslake Road Drainage Improvement Project 4 12/8163 Attachment E Professional Services Agreement KOA Corporation 64 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and KOA CORPORATION - 1 -65 01007.0001/256340.1 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 CONSULT ANT 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 - 2 -66 01007.0001/256340.1 intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. - 3 -67 01007.0001/256340.1 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 sixteen-thousand seven hundred and eighty dollars ($16, 780.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less -4 -68 01007.0001/256340.1 contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3 .1 Time of Essence. Time is of the essence in the performance of this Agreement. - 5 -69 0 I 007 000 I /256340 I 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 Braatvedt, (Name) Project Manager (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 - 6 -70 01007 0001/256340.1 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. 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, - 7 -71 01007 0001/256340 I 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 CGOOOl 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 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 - 8 -72 01007 0001/256340.1 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 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. - 9 -73 01007.0001/256340.1 Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5 .3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the· negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, -10 -74 01007 0001 /256340 1 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 oflnsurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. -11 -75 01007.00011256340.1 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U .S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. -12 -76 01007.0001/256340.1 ( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7 .2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's -13 -77 01007.0001/256340.1 obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to 'insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 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 -14 - 01007.0001/256340.1 78 thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 .3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7 .8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-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. -15 -79 01007.0001/256340.1 No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9 .2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. -16 -80 01007 0001/256340.1 9 .3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9 .4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third 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 --- -17 -81 01007.0001/256340.1 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] -18 -82 01007.0001/256340.1 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. -19 -83 01007.0001/256340.1 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. ST A TE 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 PENAL TY 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 CAP A CITY CLAIMED BY SIGNER D INDIVIDUAL 0 CORPORA TE OFFICER D D D D D TITLE(S) PARTNER(S) D LIMITED D 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 84 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. ST ATE 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 PENAL TY 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. CAP A CITY CLAIMED BY SIGNER D INDIVIDUAL 0 CORPORA TE OFFICER D D D D D TITLE(S) PARTNER(S) D LIMITED D 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 DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 85 EXHIBIT II A II SCOPE OF SERVICES I. Consultant will perform the following Services: A. Provide Project Management Services for Grayslake Road Drainage Improvements Project in Rancho Palos Verdes. i. Pre-Construction: This includes time and preparation for the pre- construction meeting, dealing with public relations, submittal review and documentation. IL Construction: This includes Construction Management and oversight for the project. This also includes the inspection of work, dealing with public relations, the coordination of testing, responding to RFI's/document interpretation, providing answers to general questions, submittal review, documentation, and project controls. B. Provide Construction Management and Inspection Services for Grayslake Road Drainage Improvements Project. I. Pre-Construction: This includes time and preparation for the pre- construction meeting, dealing with public relations, submittal review and documentation. IL Construction: This includes the inspection of work, dealing with public relations, the coordination of testing, responding to RFI's/document interpretation, providing answers to general questions, submittal review, documentation, and project controls. 111. Post Construction: This includes final document preparation and submittal, documentation, and coordination with the construction contractor for the subject project. C. Provide Construction Staking Services for Grayslake Road Drainage Improvements Project. I. Construction: This includes surveying and field staking of storm drain alignments for construction direction. 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. 01007.0001/256340.1 86 B. Daily reports, weekly meeting minutes. C. Final report including construction issues, resolutions to those issues, and inspection discussions. D. As-Built drawings in PDF format. 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: 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. Ram Mohseni 01007 0001/256340 I 87 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 5.2, paragraph 2. A. 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 may mail return receipt request to the City unless the cancellation is for non-payment of premium, in which case the insurance may be cancelled with 10 days written notice. 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. 01007 0001/256340.1 88 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE TIME SUB-BUDGET A. Project $145.00/hr 28 hours $4,060.00 Management B. Construction Management & $135.00/hr 72 hours $92720.00 Inspection c. Construction Time& Staking Material not to $32000.00 exceed $3 2000 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 $16,780.00 as provided in Section 2.1 of this Agreement. 01007.0001/256340.1 89 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. A. Consultant will have working days in conjunction with the contractor Concept Consultant, Inc. for Grayslake Road Drainage Improvements Project. B. Consultant will work an average effort of 16.67-hours per week, irrespective of the duration of the construction contract. C. Work will end approximately 20 working days after the notice to proceed issued to Concept Consultant, Inc. Work is anticipated to be completed in February 2016. II. Consultant shall deliver the following tangible work products to the City by the following dates. D. Construction files including emails, requests for information and responses, logs and changes to the construction documents will be delivered prior to the City's filing 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 90