RPVCCA_SR_2011_05_17_13_Sidewalk_RepairC~OF RANCHO PALOS VERDES
REVIEWED:
TO:
FROM:
DATE:
SUBJECT:
MEMORANDUM
HONORABLE MAYOR &CITY COUNCIL MEMBERS.,we41
RAY HOLLAND,DIRECTOR OF PUBLIC WOR~~
MAY 17,2011
CONSTRUCTION CONTRACT FOR ANNUAL
SIDEWALK REPAIR PROGRAM (FY 2010-2011)
CAROLYN LEHR, CITY MANAGER ~
Project Manager:Nicole Jules,Senior Engineer 4
RECOMMENDATION:
Approve the construction plans and project specifications for the FY 2010-2011 Annual
Sidewalk Repair Program,award a construction contract to Rafael 26 Construction Inc.
in the amount of $87,520.00 for the project,award a professional services contract in
the amount of $10,000 to Charles Abbott and Associates for project inspection and
oversight,authorize staff to utilize an additional 10%($8,752)for contingency and
authorize the Mayor and City Clerk to execute the agreements.
BACKGROUND/DISCUSSION
Annually,the City implements the sidewalk repair program where damaged sidewalk is
repaired at various locations throughout the City.The City is sub-divided into seven
maintenance zones and throughout the year as phone calls are received regarding
uplifted and/or damaged sidewalk,the requests are logged and a database of repair
locations is maintained until the quantity of repairs are sufficient enough to initiate the
project.Attachment A details the repair program.
ANALYSIS
Construction Contract
The project was publicly advertised and sealed bids were received and opened on April
21,2011.Rafael 26 Construction Inc.submitted the lowest responsive bid out of the
ten bids received.The following table summarizes the bids received:
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BID SUMMARY
Construction Companies Bid Amount
Rafael 26 Construction Inc.$87,520.00
Mora's Equipment &Construction $89,975.00
So Cal Engineers,Inc.$97,000.00
Doty Brothers Equipment Co.$121,899.00
C.J.Concrete Construction,Inc.$141,500.00
ARC/Accucon Construction $154,073.00
Hardy and Harper,Inc.$165,220.00
No Best Contractor $235,500.00
MCI (Martinez Concrete,Inc.)$235,800.00
Best Contracting Services,,Inc.$335,195.00
Staff has verified Rafael 26 Construction Inc.'s references and found their past
performance on jobs of similar size and scope to be satisfactory.Rafael 26
Construction Inc.recently completed concrete and asphalt work at Wilson Park in
Torrance and recently complete sidewalk and ADA access ramps at the Botanical
Gardens facility on Crenshaw Blvd.Rafael 26 Construction Inc.'s bid documents,
bonds,and insurances are in order and their contractor's license is current.
Project Inspection
To ensure proper construction compliance,project inspection services are needed to
oversee construction activities and specification compliance.Charles Abbott and
Associates currently provides the City with a variety of public works inspection services.
Utilizing the professional and knowledgeable skill set of our current inspector is desired.
Charles Abbott and Associates'proposed fee for project inspection services is $10,000.
ALTERNATIVE
An alternative recommendation is to reject all construction bids and re-advertise the
construction project.This alternative could take approximately two months to complete
and may result in an increase in bids.
CONCLUSION
Adopting staff's recommendations will award a construction contract to Rafael 26
Construction Inc in the amount of $87,520.00,an inspection contract to Charles Abbott
and Associates in the amount of $10,000 and authorize staff to utilize 10 %of the
contract amount ($8,752)as contingency for unforeseen circumstances.Construction
is expected to begin at the beginning of June 2011 and be completed by August 2011.
FISCAL IMPACT
The recommended action will result in a total project authorized expenditure of
$106,272.00.Funding for the project is included in the Street Maintenance -Non
Pavement Program of the FY 10-11 Budget.
The City Attorney has reviewed and approved the construction and professional
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services agreements.
Attachment:Project Location Map
Rafael 26 Construction,Inc.Contract Agreement
Charles Abbott Associates Professional Service Agreement
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CITY OF RANCHO PALOS VERDES AGREEMENT FOR
ANNUAL SIDEWALK REPAIR PROGRAM
FISCAL YEAR 2010-2011
THIS AGREEMENT (the "Agreement")is made and entered this 17th day of May 2011,by and between
the CITY OF RANCHO PALOS VERDES,hereinafter referred to as "City"and
Rafae126 Construction Inc.,hereinafter referred to as "Contractor."
In consideration ofthe mutual covenants hereinafter set forth,the parties hereto agree as follows:
1.Scope of Services.City hereby employs Contractor to perform the work and provide the services
and materials for the project identified as ANNUAL SIDEWALK REPAIR PROGRAM,
FISCAL YEAR 2010-2011,as described in the Plans and Specifications,which are attached
hereto as .Exhibit "A"and incorporated herein by this reference,including miscellaneous
appurtenant work.All work shall be performed in a good and workmanlike manner,under the
terms as stated herein and in the Plans and Specifications.Such work shall also be performed in
accordance with the 2009 edition of the Joint Cooperative Committee,Southern California
Chapters of the American Public Works Association and the Associated General Contractors of
America document,including the 2011 Cumulative Supplement,collectively entitled "Standard
Specifications,"which is incorporated herein by this reference.In the event of any conflict
between the terms of this Agreement and any of the above-referenced documents,the terms of
this Agreement shall be controlling.
2.Compensation.In consideration of the services rendered hereunder,Contractor shall be paid a
not to exceed amount of eighty seven thousand five hundred twenty dollars ($87,520)in
accordance with the prices as submitted in Contractor's Proposal, attached hereto as Exhibit "B"
and incorporated herein by this reference.The City shall compensate Contractor as stated in this
Agreement and in the Plans and Specifications.
3.Payments.City shall make payments within thirty (30)days after receipt of an undisputed and
properly submitted payment request from Contractor.City shall return to Contractor any payment
request determined not to be a proper payment request as soon as practicable,but not later than
seven (7)days after receipt,and shall explain in writing the reasons why the payment request is
not proper.
4.Time.Time is ofthe essence in this Agreement.
5.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 the provisions of Public Contract Code
Sections 20104 et seq.and Rancho Palos Verdes Municipal Code chapter 3.24 are incorporated
herein.
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6.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,and such payment shall be in full satisfaction of all services rendered hereunder.
7.Incorporation by Reference.All of the following documents are attached hereto and incorporated
herein by this reference:City of Rancho Palos Verdes Instructions for Execution of Instruments;
Insurance Requirements for the City of Rancho Palos Verdes Public Works Contract;Payment
Bond (Labor and Materials);Performance Bond;Workers'Compensation Certificate of
Insurance;Indemnification and Hold Harmless Agreement and Waiver of Subrogation and
Contribution;Additional Insured Endorsement (Comprehensive General Liability);Additional
Insured Endorsement (Automobile Liability);and Additional Insured Endorsement (Excess
Liability).
8.Audit.The City or its representative shall have the option of inspecting and/or auditing all records
and other written materials used by Contractor in preparing its billings to the City as a condition
precedent to any payment to Contractor.Contractor will promptly furnish documents requested
by the City.Additionally,pursuant to Government Code Section 8546.7,Contractor shall be
subject to State Auditor examination and audit at the request of the City or as part of any audit of
the City,for a period of three (3)years after fmal payment under this Agreement.
9.Antitrust Claims.Pursuant to Public Contract Code Section 7103.5,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 fmal
payment to Contractor without further acknowledgment by the parties.
10.Utilities.In addition to the requirements stated in the "Protection of Underground Facilities"
section in the Special Provisions of the Plans and Specifications,once notified by Contractor,the
City assumes the responsibility for the timely removal,relocation,or protection of existing main
or trunkline utility facilities located on the site ofthe project that is the subject of this Agreement.
Contractor shall not be assessed liquidated damages for delay in completion of the project,when
Contractor immediately notified the City of utility facilities and the delay was caused by the
failure of the City to provide for removal or relocation of such utility facilities.
11.Location of Existing Elements.Pursuant to Government Code Sections 4216 to 4216.9,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 frrm(s),utilizing
specialized locating equipment and/or hand trenching.
12.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 ofthe 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 fmancial
condition of either party shall be considered a cause to excuse delay pursuant to this subsection.
Each party shall advise the other promptly in writing in accordance with Section 27 of this
Agreement of each such excusable delay,its cause and its expected delay,and shall upon request
update such advice.
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13.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 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.
14.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.
15.Workers'Compensation Insurance.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 1 will comply with such
provisions before commencing the performance of the work of this contract."
16.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 regulations and ordinances.
17.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.
18.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 871 00,in any decisions made by City on any matter in
connection with which Contractor has been retained pursuant to this Agreement.
19.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.
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20.Applicable Law.Should either party to this Agreement bring legal action against the other,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.
21.Attorneys'Fees.If any legal action or other proceeding,including action for declaratory relief,is
brought for the enforcement of this Agreement or because of an alleged dispute,breach,default
or misrepresentation in connection with this Agreement,the prevailing party shall be entitled to
recover reasonable attorneys'fees,experts'fees,and other costs,in addition to any other relief to
which the party may be entitled.
22.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.
23.Entire Agreement.This Agreement,including any other documents incorporated herein by
specific reference,represents the entire and integrated agreement between City and Contractor
and supersedes all prior negotiations,representations or agreements,either written or oral.This
Agreement may be modified or amended,or provisions or breach may be waived,only by
subsequent written agreement signed by both parties.
24.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.
25.Non-waiver of Terms,Rights and Remedies.Waiver by either party of anyone 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
Consultant 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 Consultant,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.
26.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.
27.Notice.Except as otherwise required by law,any notice or other communication required or
permitted to the City shall not be effective unless it is given in writing and shall be delivered (a)
in person or (b)by certified mail,postage prepaid,and addressed to the City at the address stated
below,or at such other address as the City may hereafter notify Contractor in writing:
To CITY:
Mr.Ray Holland,Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
The address given in the Contractor's Proposal is the place to which all notices to the Contractor
shall be mailed or delivered.Contractor shall notify the City of any change of address until the
expiration ofthis Agreement.
If sent by mail,any notice or other communication shall be deemed effective three (3)business
days after it has been deposited in the United States mail.For purposes of communicating these
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time frames,weekends and federal,state,County of Los Angeles or City holidays shall be
excluded.
IN WITNESS WHEREOF,the parties hereto have executed the within Agreement the day and year fIrst
above written.
CITY OF RANCHO PALOS VERDES
By:_
Mayor
ATTEST:
City Clerk
CONTRACTOR:
By:_
Printed Name:_
Date:_
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CITY OF RANCHO PALOS VERDES
INSTRUCTIONS FOR EXECUTION OF INSTRUMENTS
THIS IS INSTRUCTION ONLY -IT IS NOT TO BE SIGNED OR USED IN CONJUNCTION WITH
THE AGREEMENT OR ANY OTHER FORMS THAT MUST BE TURNED INTO THE CITY OF
RANCHO PALOS VERDES -IT IS SIMPLY A FORMAT TO USE WHEN FILLING OUT
DOCUMENTS.
1.By an Individual.The individual must sign the instrument,and if he/she is doing business under
a fictitious name,the fictitious name must be set forth.The signature must be acknowledged
before a Notary Public,using the proper form of acknowledgment.
2.By a Partnership.The name of the partnership must be set forth followed by the signatures of
less than all of the partners will be acceptable only if submitted with evidence of authority to act
on behalf of the partnership.The signatures must be acknowledged before a Notary Public, using
the proper form of acknowledgment.
3.By a Corporation.The name of the corporation must be set forth,followed by the signatures of
the President or Vice President and Secretary or Assistant Secretary.The signatures must be
acknowledged before a Notary Public,using in substance the following form of acknowledgment.
4.Bya Surety.The name of the surety must be set forth,followed by an authorized signature.The
signatures must be acknowledged before a Notary Public,using the proper form of
acknowledgment.
STATEOF )
)SS.
COUNTY OF )
On ,20__,before me,the undersigned,appeared _
known to me to be the President or Vice President and known to be to be the Secretary or Assistant
Secretary of the corporation that executed the within instrument,and acknowledged to me that such
corporation executed the within instrument pursuant to its by-laws or a resolution of its City Council.
WITNESS my signature and seal.
Notary Public
(Seal)
R6876.000 1\1342833v3
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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
$5,000,000.00 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
$5,000,000.00;and (4)workers'compt}nsation insurance with a minimum limit of $1,000,000.00 or the
amount required by law,whichever is greater.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:VII by A.M.Best &
Company.Any deviation from this rule shall require specific approval,in writing,from
the City.
2.All insurance policies shall provide that the insurance coverage shall not be non-renewed,
canceled,reduced,or otherwise modified (except through addition of additional insured
to the policy)by the insurance carrier without the insurance carrier giving the City thirty
(30)days prior written notice thereof.The Contractor agrees that it will not cancel,
reduce or otherwise modify said insurance coverage.
3.The Contractor agrees that if it does not keep the aforesaid insurance in full force and
effect,and such insurance is available at a reasonable cost,the City may take out the
necessary insurance and pay the premium thereon,and the repayment thereof shall be
deemed an obligation of the Contractor and the cost of such insurance may be deducted,
at the option ofthe 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.
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Bond No._
PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the _
("Public Agency"),has awarded to _
(Name and address a/Contractor)
("Principal"),a contract (the "Contract")for the work described as follows:ANNUAL SIDEWALK
REPAIR PROGRAM -FISCAL YEAR 2010-2011
WHEREAS,Principal is required under the terms of the Contract and the California Civil Code to secure
the payment of claims of laborers,mechanics,materialmen,and other persons as provided by law.
NOW,THEREFORE,we,the undersigned Principal,and _
(Name and address a/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 ($),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 TillS 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 3181 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 3181 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 all court costs and reasonable attorneys'
fees in an amount fixed by the court.
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 I 2845 and 2849.
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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:
RICHARDS,WATSON &GERSHON
A Professional Corporation
By:_
Public Agency Attorney
Note:This bond must be executed in duplicate and dated,all signatures must be notarized,and evidence of the authority of any
person signing as attorney-in-fact must be attached.
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C-9 13-13
Bond No._
PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the _
("Public Agency"),has awarded to _
(Name and address ofContractor)
("Principal"),a contract (the "Contract")for the work described as follows:ANNUAL SIDEWALK
REPAIR PROGRAM FISCAL YEAR 2010-2011
WHEREAS,Principal is required under the terms of the Contract to furnish a bond for the faithful
performance of the Contract.
NOW,THEREFORE,we,the undersigned Principal,and _
(Name and address ofSurety)
("Surety")a duly admitted surety insurer under the laws of the State of Califomia,as Surety,are
held and firmly bound unto the Public Agency in the penal sum of _
Dollars ($),this amount being not less than 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,frrmly 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 agreements 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,
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 all court costs and reasonable
attorneys'fees in an amount fixed by the court.
FURTHER,the Surety,for value received,hereby stipulates and agrees that no change,extension oftime,
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 '2845 and 2849.The City is the principal beneficiary of this bond
and has all rights of a party hereto.
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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 dilly 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:
RICHARDS,WATSON &GERSHON
A Professional Corporation
By:_
Public Agency Attorney
Note:This bond must be executed in duplicate and dated,all signatures must be notarized,and evidence of the authority of any
person signing as attorney-in-fact must be attached
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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
ofliability,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
R6876.0001 \1342833v3
C-12 13-16
AGREEMENT TO COMPLY WITH
CALIFORNIA LABOR LAW REQUIREMENTS
[Labor Code 1720,1773.8,1775,1776,1777.5,1813,1860,1861,3700]
The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the
following provisions of California law:
1.Contractor acknowledges that this contract is subject to the provisions of Division 2,Part 7,
Chapter 1 (commencing with Section 1720)ofthe California Labor Code relating to public works
and the awarding public agency ("Agency")and agrees to be bound by all the provisions thereof
as though set forth in full herein.
2.Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which
requires the payment of travel and subsistence payments to each worker needed to execute the
work to the extent required by law.
3.Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and
1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure
to pay prevailing wages.The Contractor shall,as a penalty to the Agency,forfeit not more than
fifty dollars ($50)for each calendar day,or portion thereof,for each worker paid less than the
prevailing rates as determined by the Director of Industrial Relations for the work or craft in
which the worker is employed for any public work done under the contract by Contractor or by
any subcontractor.
4.Contractor agrees to comply with the provisions of California Labor Code S"ection 1776 which
require Contractor and each subcontractor to (1)keep accurate payroll records,(2)certify and
make such payroll records available for inspection as provided by Section 1776,and (3)inform
the Agency of the location of the records.The Contractor is responsible for compliance with
Section 1776 by itself and all of its subcontractors.
5.Contractor agrees to comply with the provisions of California Labor Code Section 1777.5
concerning the employment of apprentices on public works projects,and further agrees that
Contractor is responsible for compliance with Section 1777.5 by itself and all of its
subcontractors.
6.Contractor agrees to comply with the proVISIons of California Labor Code Section 1813
concerning penalties for workers who work excess hours.The Contractor shall,as a penalty to
the Agency,forfeit twenty-five dollars ($25)for each worker employed in the execution of the
contract by the Contractor or by any subcontractor for each calendar day during which such
worker is required or permitted to work more than 8 hours in anyone calendar day and 40 hours
in anyone calendar week in violation of the provisions of Division 2,Part 7,Chapter 1,Article 3
of the California Labor Code.
7.California Labor Code Sections 1860 and 3700 provide that every contractor will be required to
secure the payment of compensation to its employees.In accordance with the provisions of
California Labor Code Section 1861,Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers'compensation or to
undertake self-insurance in accordance with the provisions of that code,and 1
will comply with such provisions before commencing the performance of the
work of this contract."
Date _
R6876.0001\1342833v3
Signature _
C-13 13-17
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No.or description:_
Indemnitor(s)(list all names):
To the fullest extent permitted by law,Indemnitor hereby agrees,at its sole cost and expense,to
defend,protect,indemnify,and hold harmless the City of Rancho Palos Verdes and its elected
officials,officers,attorneys,agents,employees,volunteers,successors,and assigns (collectively
"Indemnitees")from and against any and all damages,costs,expenses,liabilities,claims,demands,
causes of action,proceedings,expenses,judgments,penalties,liens,and losses of any nature whatsoever,
including fees of accountants,attorneys,or other professionals and all costs associated therewith
(collectively "Liabilities"),arising or claimed to arise,directly or indirectly,out of,in connection with,
resulting from,or related to any act,failure to act,error,or omission of Indemnitor or any of its officers,
agents,servants,employees,subcontractors,materialmen,suppliers or their officers,agents,servants or
employees,arising or claimed to arise,directly or indirectly,out of,in connection with,resulting from,or
related to the above-referenced contract,agreement,license,or permit (the "Agreement")or the
performance or failure to perform any term,provision,covenant,or condition ofthe Agreement,including
this indemnity provision.This indemnity provision is effective regardless of any prior,concurrent,or
subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees
against any such negligence.This indemnity provision shall survive the termination of the Agreement
and is in addition to any other rights or remedies which Indemniteesmay have under the law.Payment is
not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision,
and an entry of judgment against an Indemnitee shall be conclusive in favor of the Indemnitee's right to
recover under this indemnity provision.Indemnitor shall pay Indemnitees for any attorney's fees and
costs incurred in enforcing this indemnification provision.Notwithstanding the foregoing,nothing in this
instrument shall be construed to encompass (a)Indemnitees'sole negligence or willful misconduct to the
limited extent that the underlying Agreement is subject to Civil Code 2782(a)or (b)the contracting public
agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code
2782(b).This indemnity is effective without reference to the existence or applicability of any insurance
coverages which may have been required under the Agreement or any additional insured endorsements
which may extend to Indemnitees.
Indemnitor,on behalf of itself and all parties claiming under or through it,hereby waives all rights of
subrogation and contribution against the Indemnitees,while acting within the scope of their duties,from
all claims,losses and liabilities arising out of or incident to activities or operations performed by or on
behalf of the Indemnitor regardless of any prior,concurrent,or subsequent active or passive negligence
by the Indemnitees.
In the event there is more than one person or entity named in the Agreement as an Indemnitor,then all
obligations,liabilities,covenants and conditions under this instrument shall be joint and several.
"Indemnitor"
Name _
By:_
Its
R6876.0001\1342833v3
C-14
Name _
By:_
Its
13-18
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address ofnamed insured ("Named Insured''):
Name and address ofInsurance Company ("Company''):
General description ofagreement(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 III relation to those activities described generally above with regard to
operations performed by or on behalf ofthe 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 th~reof.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.
R6876.000 1\1342833v3
C-15 13-19
8.It is hereby agreed that the laws of the State of California shall apply to and govern the
validity,construction,interpretation,and enforcement of this contract of insurance.
9.This endorsement and all notices given hereunder shall be sent to Public Agency at:
10.Except as stated above and not in conflict with this endorsement,nothing contained
herein shall be held to waive,alter or extend any of the limits,agreements,or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH
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:
°Contractual Liability
°OwnerslLandlords/Tenants
°Manufacturers/Contractors
°Products/Completed Operations
°Broad Form Property Damage
°Extended Bodily Injury
°Broad Form Comprehensive
General Liability Endorsement
°Explosion Hazard
°Collapse Hazard
°Underground Property Damage
°Pollution Liability
°Liquor Liability .
0 _
0 _
0 _
12.A °deductible or °self-insured retention (check one)of $_
applies to all coverage(s)except:_
(ifnone,so state).The deductible is applicable °per claim or °per occurrence (check one).
13.This is an °occurrence or °claims made policy (check one).
14.This endorsement is effective on at 12:01 a.m.and forms a part
of Policy Number _
I,(print name),hereby
declare under penalty of perjury under the laws of the State of California,that I have the authority to bind
the Company to this endorsement and that by my execution hereof,I do so bind the Company.
Executed ,20 _
Signature of Authorized Representative
Telephone No.:(.)_
R6876.0001\1342833v3
C-16
(Original signature only;no facsimile signature
or initialed signature accepted)
13-20
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address o/named insured (HNamed Insured ''):_
Name and address o/Insurance Company (HCompany''):_
General description 0/agreement(s),permit(s),licensers),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 ofthe 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.
R6876.0001 \1342833v3
C-17 13-21
9.This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10.Except as stated above and not in conflict with this endorsement,nothing contained
herein shall be held to waive,alter or extend any of the limits,agreements,or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH
TillS ENDORSEMENT ATTACHES
POLICY PERIOD
FROMITO
LIMITS OF
LIABILITY
11.Scheduled items or locations are to be identified on an attached sheet.The following
inclusions relate to the above coverages.Includes:
i Any Automobiles
i All Owned Automobiles
i Non-owned Automobiles
i Hired Automobiles
i Scheduled Automobiles
i Garage Coverage
i Truckers Coverage
i Motor Carrier Act
i Bus Regulatory Reform Act
i Public Livery Coverage
i
i
12.A D deductible or D self-insured retention (check one)of $_
applies to all coverage(s)except:(ifnone,so state).The deductible is applicable
G per claim or G per occurrence (check one).
13.This is an D occurrence or D claims made policy (check one).
14.
Number
This endorsement is effective on at 12:01 a.m.and forms a part of Policy
I,(print name),hereby
declare under penalty of perjury under the laws of the State of California,that I have the authority to bind
the Company to this endorsement and that by my execution hereof,I do so bind the Company.
Executed ,20__
Telephone No.:(.)_
R6876.000 1\1342833v3
C-18
Signature of Authorized Representative
(Original signature only;no facsimile signature
or initialed signature accepted)
13-22
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address ofnamed insured ("Named Insured''):
Name and address ofInsurance Company ("Company''):
General description ofagreement(s),permit(s),licensers),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,Le.,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.
validity,
It is hereby agreed that the laws of the State of California shall apply to and govern the
construction,interpretation,and enforcement of this contract of insurance.
R6876.0001 \1342833v3
C-19 13-23
9.This endorsement and all notices given hereunder shall be sent to Public
Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes,California 90275
10.Except as stated above and not in conflict with this endorsement,nothing contained
herein shall be held to waive,alter or extend any of the limits,agreements,or exclusions of the policy to
which this endorsement is attached.
TYPE OF COVERAGES TO WHICH
THIS ENDORSEMENT ATTACHES
POLICY PERIOD
FROMITO
LIMITS OF
LIABILITY
D Following Form
D Umbrella Liability
D _
11.Applicable underlying coverages:
INSURANCE COMPANY POLICY NO.AMOUNT
12.The following inclusions,exclusions,extensions or specific provisions relate to the above
coverages:
13.A D deductible or D self..:insured retention (check one)of $_
applies to all coverage(s)except:--:-_---:-:---:-:-__---:-_
(ifnone,so state).The deductible is applicable D per claim or D per occurrence (check one).
14.This is an D occurrence or D 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 peIjury under the laws of the State of California,that I have the authority to bind
the Company to this endorsement and that by my execution hereof,I do so bind the Company.
Executed :,20__
Signature of Authorized Representative
Telephone No.:( )__
R6876.000 1\1342833v3
C-20
(Original signature only;no facsimile signature
or initialed signature accepted)
13-24
PROFESSIONAL SERVICES AGREEMENT
This Agreement ("Agreement")is made and entered into this 1i h day of May,2011
by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")
and Charles Abbott &Associates (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
The FY 10-11 Annual Sidewalk Repair Program.
1.2 Description of Services
CONSULTANT shall provide inspection services as described in
CONSULTANT's Proposal,which is attached hereto as Exhibit "A"and incorporated
herein by this reference.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY,CONSULTANT
shall perform with due diligence the services requested by the CITY.Time is of the
essence in this Agreement.CONSULTANT shall not be responsible for delay,nor shall
CONSULTANT be responsible for damages or be in default or deemed to be in default by
reason of strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely
information or to approve or disapprove CONSULTANT's work promptly,or delay or faulty
performance by CITY,other consultants/contractors,or governmental agencies,or any
other delays beyond CONSULTANT's control or without CONSULTANT's fault.
ARTICLE 2
COMPENSATION
2.1 Fee
(a)CITY agrees to compensate CONSULTANT at the rate of ninety
dollars ($90.00)per hour,and in any event an amount not to exceed ten thousand dollars
($10,000.00)for the services described in Article 1.This hourly rate shall be in effect
through the end of this Agreement.
R6876-0001 \1359403v3.doc
Page 1 of 10
Professional Services Agreement
13-25
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Charles Abbott &Associates
27401 Los Altos #220
Mission Viejo,CA 92691
2.3 Terms of Compensation
CONSULTANT shall submit monthly invoices for the percentage of work
completed in the previous month.CITY agrees to authorize payment for all undisputed
invoice amounts within thirty (30)days of receipt of each invoice.CITY agrees to use its
best efforts to notify CONSULTANT of any disputed invoice amounts or claimed
completion percentages within ten (10)days of the receipt of each invoice.However,
CITY's failure to timely notify CONSULTANT of a disputed amount of claimed completion
percentage shall not be deemed a waiver of CITY's right to challenge such amount or
percentage.
Additionally,in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45)days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice.
2.4 Additional Services
CITY may request additional specified work under this Agreement.All such
work must be authorized in writing by the CITY's Director of Public Works prior to
commencement.CONSULTANT shall perform such services,and CITY shall pay for such
additional services at the rate of ninety dollars ($90.00)per hour.This rate shall be in
effect through the end of this Agreement.
2.5 Term of Agreement
This Agreement shall commence on May 18,2011 and shall terminate on
December 31,2011,unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
CONSULTANT shall defend,indemnify,and hold the CITY,its officials,
officers,employees,agents and independent contractors serving in the role of CITY
R6876-0001\1359403v3.doc
Page 2 of 10
Professional Services Agreement
13-26
officials,and designated volunteers (collectively "Indemnitees")free and harmless from any
and all claims,demands,causes of action,costs,expenses,liabilities,losses,damages or
injuries,in law or equity,to property or persons,including wrongful death (collectively
"Claims"),in any manner arising out of or incident to,in whole or in part,any acts or
omissions of CONSULTANT,its officials,officers,employees or agents in connection with
the performance of this Agreement,including without limitation the payment of all
consequential damages,attorneys'fees,and other related costs and expenses,except for
such Claims arising out of the sole negligence or willful misconduct of the CITY.With
respect to any and all such Claims,CONSULTANT shall defend Indemnitees at
CONSULTANT's own cost,expense,and risk and shall pay and satisfy any judgment,
award,or decree that may be rendered against Indemnitees.CONSULTANT shall
reimburse Indemnitees for any and all legal expenses and costs incurred by each of them
in connection therewith or in enforcing the indemnity herein provided.CONSULTANT's
obligation to indemnify shall not be restricted to insurance proceeds,if any,received by
CONSULTANT or Indemnitees.All duties of CONSULTANT under this Section shall
survive termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain,and keep in full force and effect,a policy or policies of Commercial General
Liability Insurance,with minimum limits of one million dollars ($1,000,000)for each
occurrence and two million dollars ($2,000,000)general aggregate for bodily injury,death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement.Said policy
or policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M.Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement,carry,
maintain,and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1 ,000,000)per claim and aggregate
for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said'
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A:VII or better.If a "claims
made"policy is provided,such policy shall be maintained in effect from the date of
performance of work or services on the CITY's behalf until three (3)years after the date of
work or services are accepted as completed.Coverage for the post-completion period may
be provided by renewal or replacement of the policy for each of the three (3)years or by a
three-year extended reporting period endorsement,which reinstates all limits for the
extended reporting period.If any such policy and/or policies have a retroactive date,that
date shall be no later than the date of first performance of work or services on behalf of the
CITY.Renewal or replacement policies shall not allow for any advancement of such
retroactive date.
R6876-0001\1359403v3.doc
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Professional Services Agreement
13-27
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain,and keep in full force and effect,a policy or policies of Automobile Liability
Insurance,with minimum of one million dollars ($1 ,000,000)per claim and occurrence and
two million dollars ($2,000,000)in the aggregate for bodily injuries or death of one person
and five hundred thousand dollars ($500,000)for property damage arising from one
incident.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law.CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a)All insurance policies shall provide that the insurance coverage shall
not be cancelled by the insurance carrier without thirty (30)days prior written notice to
CITY,or ten (10)days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b )CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect,CITY may either immediately terminate this Agreement or,if
insurance is available at a reasonable cost,CITY may take out the necessary insurance
and pay,at CONSULTANT's expense,the premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts.The commercial general liability policy shall contain
endorsements naming the CITY,its officers,agents and employees as additional insureds.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY.The insurance policies (other than workers compensation and
professional liability)shall include provisions for waiver of subrogation.
R6876-0001 \1359403v3.doc
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Professional Services Agreement
13-28
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a)This Agreement may be terminated at any time,with or without cause,
by the CITY upon thirty (30)days prior written notice or by CONSULTANT upon ninety (90)
days prior written notice.Notice shall be deemed served if completed in compliance with
Section 6.14.
(b)In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY,due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT,
in an amount to be determined as follows:for work satisfactorily done in accordance with
all of the terms and provisions of this Agreement,CONSULTANT shall be paid an amount
equal to the percentage of services performed prior to the effective date of termination or
cancellation in accordance with the work items;provided,in no event shall the amount of
money paid under the foregoing provisions of this paragraph exceed the amount which
would have been paid to CONSULTANT for the full performance of the services described
in this Agreement.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All documents,plans,specifications,reports,information,data,exhibits,
photographs,images,video files and media created or developed by CONSULTANT
pursuant to this Agreement ("Written Products")shall be and remain the property of the
CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.
All Written Products shall be considered "works made for hire,"and all Written Products
and any and all intellectual property rights arising from their creation,including,but not
limited to,all copyrights and other proprietary rights,shall be and remain the property of the
CITY without restriction or limitation upon their use,duplication or dissemination by the
CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any
Written Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the CITY
pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses,consents or approvals to use any instrumentality,thing or component as to which
any intellectual property right exists,including computer software,used in the rendering of
the services and the production of all Written Products produced under this Agreement,
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and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,
employees,servants,attorneys,designated volunteers,and agents serving as independent
contractors in the role of CITY officials,harmless from any loss,claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal,state
or local laws,or any contractual provisions,or any laws relating to trade names,licenses,
franchises,copyrights,patents or other means of protecting intellectual property rights
and/or interests in products or inventions.CONSULTANT shall bear all costs arising from
the use of patented,copyrighted,trade secret or trademarked documents,materials,
equipment,devices or processes in connection with its provision of the services and
Written Products produced under this Agreement.In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,
shall:(a)secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;
or (b)modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement..This
covenant shall survive the termination of this Agreement.
Upon termination,abandonment or suspension of the Project,the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project without additional cost or expense to the CITY.If CONSULTANT prepares a
document on a computer,CONSULTANT shall provide CITY with said document both in a
printed format and in an electronic format that is acceptable to the CITY.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the Director of Public Works or his or her
designee,and CONSULTANT shall notify CITY of CONSULTANT's designated
representative.These individuals shall be the primary contact persons for the parties
regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement,CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48)and the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act
of 1992 (42 U.S.C.§11200,et seq.).
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6.3 Personnel
CONSULTANT represents that it has,or shall secure at its own expense,all
personnel required to perform CONSULTANT's services under this Agreement.Any
person who performs engineering services pursuant to this Agreement shall be licensed as
a Civil Engineer by the State of California and in good standing.CONSULTANT shall
make reasonable efforts to maintain the continuity of CONSULTANT's staff who are
assigned to perform the services hereunder and shall obtain the approval of the Director of
Public Works of all proposed staff members who will perform such services.
CONSULTANT may associate with or employ associates or subconsultants in the
performance of its services under this Agreement,but at all times shall CONSULTANT be
responsible for its associates'or subconsultants'services.
6.4 CONSULTANT's Representations
CONSULTANT represents,covenants and agrees that:a)CONSULTANT is
licensed,qualified,and capable offurnishing the labor,materials,and expertise necessary
to perform the services in accordance with the terms and conditions set forth in this
Agreement;b)there are no obligations,commitments,or impediments of any kind that will
limit or prevent CONSULTANT's full performance under this Agreement;c)to the extent
required by the standard of practice,CONSULTANT has investigated and considered the
scope of services performed,has carefully considered how the services should be
performed,and understands the facilities,difficulties and restrictions attending
performance of the services under this Agreement.
6.5 Conflicts of Interest
CONSULTANT 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 CONSULTANT "financially interested"
(as provided in California Government Code Sections 1090 and 87100)in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
6.6 Legal Action
(a)Should either party to this Agreement bring legal action against the
other,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.
(b)If any legal action or other proceeding,including action for declaratory
relief,is brought for the enforcement of this Agreement or because of an alleged dispute,
breach,default or misrepresentation in connection with this Agreement,the prevailing party
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shall be entitled to recover reasonable attorneys'fees,experts'fees,and other costs,in
addition to any other relief to which the party may be entitled.
(c)Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.7 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY.Any such purported
assignment without written consent shall be null and void,and CONSULTANT 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 any unauthorized
assignment.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ,when it is appropriate and customary to
do so.Such persons and entities include,but are not necessarily limited to,surveyors,
specialized consultants,and testing laboratories.CONSULTANT's use of subconsultants
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.8 Independent Contractor
CONSULTANT 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 CONSULTANT or any of the CONSULTANT's employees,except as herein set
forth,and CONSULTANT 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 as the CONSULTANT wishes except as expressly provided in this Agreement.
CONSULTANT shall have no power to incur any debt,obligation,or liability on behalf of the
CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT 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.CONSULTANT agrees to pay all
required taxes on amounts paid to CONSULTANT 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.CONSULTANT shall fUlly comply with the workers'compensation law
regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers'compensation laws.The CITY shall have the right to offset against the amount of
any fees due to CONSULTANT under this Agreement any amount due to the CITY from
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CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.10 Entire Agreement
This Agreement,including any other documents incorporated herein by
specific reference,represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations,representations or agreements,
either written or oral.This Agreement may be modified or amended,or provisions or
breach may be waived,only by subsequent written agreement signed by both parties.
6.11 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.
6.12 Non-Waiver of Terms,Rights and Remedies
Waiver by either party of anyone 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
CONSULTANT 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 CONSULTANT,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.
6.13 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.
6.14 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
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during CONSULTANT'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:
Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
To CONSULTANT:
Allan Rigg
Charles Abbott &Associates
27401 Los Altos #220
Mission Viejo,CA 92691
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the date and year first above written.
Dated:_
Dated:_
ATTEST:
CITY CLERK
CHARLES ABBOTT &ASSOCIATES
("CONSULTANT")
BY:------------
BY:------------
CITY OF RANCHO PALOS VERDES
("CITY")
BY:------------MAYOR
APPROVED AS TO FORM:
CITY ATTORNEY
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Exhibit "A":
Consultant's Proposal
Exhibit "A"
Professional Services Agreement
13-35