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RPVCCA_SR_2010_06_01_04_LACC_CONTRACTCrrvOF MEMORANDUM RANCHO PALOS VERDES TO: FROM: DATE: SUBJECT: REVIEWED: Project Manager: HONORABLE MAYOR &CITY COUNCIL MEMBERS RAY HOLLAND,DIRECTOR OF PUBLIC WORKS .~ JUNE 1,2010 AWARD A THREE-YEAR AS-NEEDED MAINTENANCE CONTRACT TO THE LOS ANGELES CONSERVATION CORPS (LACC)FOR FY10-11 TO FY12-13 CAROLYN LEHR,CITY MANAGER aY- Emilio Blanco,Maintenance Superintendent RECOMMENDATIONS 1.Approve project specifications for the subject project. 2.Award a three-year as-needed maintenance contract to the Los Angeles Conservation Corps (LACC)with an option to renew for three one-year extensions by mutual agreement. 3.Authorize the Mayor and City Clerk to execute the as-needed maintenance contract with the LACC. BACKGROUND Since 1996,the City has received Measure A grant funding for various projects totaling $11,750,000,for property acquisition,construction,and development of parks and open space.Additionally Measure A grant guidelines require the City,or its contractors,to employ At-Risk Youth (ARY)for constructing/developing and/or maintaining parks and open space improvements,within City-owned properties.These grant funds are administered through the Los Angeles County Parks and Open Space District (District). Currently the City's total ARY goal/obligation is $324,500,and this amount has to be met by FY 2018-2019.By end of FY 08-09,the City had met 68%of its total ARY obligation. 4-1 The District reimburses the City for maintenance and service expenses related to completed grant-funded projects,in addition to construction projects.Therefore,by hiring a District-qualified ARY organization that can provide the necessary support documentation for reimbursement,the City will not only fulfill its ARY goal and obligation,but also will be eligible for reimbursement for qualifying maintenance and service expenses. DISCUSSIONS/ANALYSIS The LACC is the largest non-profit Conservation Corps in the nation,serving approximately 17,000 young people each year.The ARY not only work,but are also required to attend LACC-run classes in order to obtain a GED or high school diploma.This training and experience helps the youth become more employable.In addition to formal education,the youth also gain valuable trade skills,receive support services,and provide benefit to the community. The LACC youth are well-groomed,wear uniforms,often originate from local communities, and are supervised at all times.To-date,all work has been performed in a timely manner; the youth have been well-organized,and the work has been performed to the satisfaction of the various project managers.Additionally,staff has established a good working relationship with the current LACC staff and supervisors,which helps reduce staff's administration time on projects. In 2005,staff sent Requests for Proposals to three qualified conservation corps,and subsequently the City Council awarded the contract to the LACC for Measure A-related activities.In May 2007,the City awarded LACC a three-year contract that will expire on June 30,2010.Since the District does not require the selection of an ARY organization through a competitive bid or proposal process and the City's previous experience with LACC's performance has been very satisfactory,staff recommends awarding a new three- year contract with LACC through June 30,2013. Similar to previous years,the scope of work includes,but is not limited to:weed abatement,cleanup (inside and around swales),debris removal (weeds,rocks,dirt),fence repairs/removal,sign installation and maintenance,and fuel modification. CONCLUSION Staff recommends awarding a three-year as-needed maintenance services contract for FY 10-11 through FY 12-13,with three (3)one-year optional extensions by mutual agreement, to the Los Angeles Conservation Corps.The contract will be on a time and materials basis. Adopting staff's recommendations will result in a beneficial agreement for all agencies involved.The City will meet fuel modification requirements and other maintenance needs through the work efforts of LACC and the youth will continue to receive valuable educational and work skill experience. ALTERNATIVE Authorize the release of a new Request for Proposals to California State Certified Community Conservation Corps. 4-2 FISCAL IMPACT The proposed,not to exceed,fee for the first year is $125,000.The FY 2010-11 Parks, Trails and Open Space Maintenance program budget,scheduled for adoption on June 1, 2010,provides adequate funding for the Staff recommendations.The funding sources for this budget program are Measure A and General Fund. The City Attorney has reviewed and approved the standard maintenance contract attached as to form. Attachments: Attachment A:LACC Agreement Attachment 8:LACC Proposal Attachment C:LACC Specifications 4-3 AGREEMENT FOR AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES THIS AGREEMENT ("Agreement")is made and entered this _day of ,2010,by and between the CITY OF RANCHO PALOS VERDES,hereinafter referred to as "City"and the LOS ANGELES CONSERVATION CORPS,hereinafter referred to as "Contractor." IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto mutually agree as follows: 1.Scope of Services.Contractor shall provide the services for AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES,as described in the Plans and Specifications,attached hereto and incorporated herein by this reference.In the event of any conflict between the terms of the Agreement and the Plans and Specifications,the terms of the Agreement shall be controlling. 2.Term of Agreement.The Agreement shall commence on July 1,2010 and shall expire three (3) years thereafter,unless sooner terminated pursuant to the Section 4 of this Agreement.After the three-year initial term,the Agreement may be renewed up to three (3)times for one (1)year terms by mutual written agreement. 3.Compensation.In consideration of the services rendered hereunder for the first year of the initial three-year Agreement,City shall pay Contractor a total compensation not to exceed one hundred and twenty-five thousand dollars ($125,000).Contractor shall be paid according to the prices as submitted in Contractor's Proposal,attached hereto and incorporated herein. Payments shall be made in accordance with the "Measure and Payment"section of the Special Provisions in the Plans and Specifications.If there is an increase in the Consumer Price Index ("CPI")in the Los Angeles area in the second and/or third year(s)of the initial three-year Agreement,Contractor may request in writing by April 1,2011 (for the second year)or by April 1, 2012 (for the third year)an increase in the annual Agreement amount in accordance with the CPI increase as calculated during the preceding twelve (12)months.If there is no increase in CPI in the second and/or third year(s)of the initial three-year Agreement,Contractor shall not request an increase in the annual Agreement amount of $125,000. 4.Termination.This Agreement may be terminated by the City with cause upon thirty (30)days written notice and without cause by either party upon 120 days written notice.Notice shall be deemed served if completed in compliance with the "Notice"section in the General Provisions in the Plans and Specifications.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. 5.Personnel.Contractor represents that it has,or shall secure at its own expense,all personnel required to perform Contractor's services under this Agreement.Contractor shall make reasonable efforts to maintain the continuity of Contractor's supervisory staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all changes to supervisory staff members who will perform such services. 6.Legal Action.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. 7.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 C -1 4-4 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. 8.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 defend,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 defend,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 fees 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. 9.Titles.The titles used in this Agreement are for general reference only and are not part of the Agreement. 10.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. 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. 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 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. 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. C-2 4-5 Dated:_LOS ANGELES CONSERVATION CORPS BY:------------ BY:------------ Dated:_CITY OF RANCHO PALOS VERDES A Municipal Corporation MAYOR BY:---~---~----- ATTEST: CITY CLERK C-3 4-6 Los Angeles Conservation Corps Fee Schedule (May 2010) Billing Address:P.O.Box 15868,Los Angeles CA 90015 Contact Person:Bo Savage or Brent Scheiwe Contact Numbers:213 210 7619 or 3103187432 Fax:3103187437 Service Labor Cost General (all inclusive)Labor Rate Per Unit Cost for tree planting 36"box open space trees 24"box street trees 15 gallon street trees 24"box open space trees 15 gallon open space trees Per unit costs for plants &shrubs 5 gallon plants 1 gallon plants 4" plants $27 per labor hour $260 labor cost per tree $195 labor cost per tree $155 labor cost per tree $180 labor cost per tree $120 labor cost per tree $18 labor cost per plant $12 labor cost per plant $9 labor cost per plant Labor rate includes all necessary insurance,crew supervision,project coordination,crew transportation,hand tools and administrative costs associated with the project.The rate does not include materials. Projects generally worked at this rate include tree planting,weed removal,trail work,fire fuel reduction,brush clearance,general landscaping,light construction,light demolition,field and public education,as well as recycling Tree &native planting costs include labor,supervision,coordination, transportation,tools and equipment,insurance,administrative costs associated with the project.The rate does not include materials (trees,stakes,plants,etc.) Concrete Cuts $20 per square ft Cost is inclusive of labor,equipment,concrete disposal,as well as storm water capture and disposal Graffiti Removal $890 per day Cost is inclusive of labor (generally a 3 person crew),materials,equipment, transportation Tree Trimming varies depending on size of the tree Stump Grinding varies depending on size of the stump Tree Removal varies depending on the size of the tree Services such as irrigation installation,playground construction,native vegetation propagation,growing and installation are calculated on a Iper project basis. 4-7 SPECIFICATIONS FOR: AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES TABLE OF CONTENTS Table of Contents i PROJECT DESCRIPTION 1 to 4 General Provisions GP-1 to GP 13 Special Provisions SP-1 to SP-15 Sample Contract C·1 to C-3 Instructions for Execution of Instruments...................................................C-4 Insurance Requirements C·5 Workers'Compensation Certificate C-6 Agreement to Comply with California Labor Law Requirements C-7 Indemnification and Hold Harmless Agreement C-S Additional Insured Endorsement General Liability C-g to C-11 Additional Insured Endorsement Automobile Liability C-12 to C-14 Additional Insured Endorsement Excess Liability C-15 to C-17 EXHIBITS Exhibits E-1-3 not applicable Exhibit E-4 Attachment Report on Employment of Youth Supplemental Information Requested for Reporting Youth Hired after October 21,2001 Exhibit E-5 Attachment LA County Fire Clearance Criteria 4-8 THE CITY OF RANCHO PALOS VERDES Employment of At-Risk Youth on Proposition A Funded Projects FY 10-11 through FY 12-13 The City of Rancho Palos Verdes is seeking to enter into an agreement with the Los Angeles Conservation Corps (LACC),a certified and qualified organization offering At-Risk Youth employment for Proposition A funded projects.The Public Works Department manages the City's Proposition A funded projects'for employment into Construction &Maintenance services for At-Risk Youth (ARY).The City has jobs for Youth Employment and a Goal of $324,500 through FY 2018-2019.As of fiscal year 2008-2009,the City has fulfilled approximately 70%of this long-term goal. For the last several years,the City has utilized a two year AS-NEEDED maintenance services contract,including a one-year extension option by mutual agreement,with the Los Angeles Conservation Corps to provide the City with At-Risk Youth on grant related projects.Typically the sites will be either a City park or City-owned open space area,or public right-of-way.Due to the successful completion of various Proposition A funded projects,the City recognizes the benefit and the success rate of the program and now looks to enter into a new AS-NEEDED contract with the Los Angeles Conservation Corps for a period of three years with three optional one-year extensions.The Los Angeles Conservation Corps has demonstrated that it is a qualified organization under the Los Angeles County Regional Park and Open Space District's approved requirements for both At-Risk Youth. Information for the required qualifications can be found at: http://openspacedistrict.lacountv.info/cms1 033706.asp.The term of this agreement is for FY 10-11,FY 11-12 and FY 12-13,with three (3)possible one-year extensions,for FY 13-14,FY14- 15 and FY 15-16 upon mutual agreement. The work includes but is not limited to the following: •Trail Maintenance,trail re-establishment,trail re-construction •Weed Abatement /Fuel Modification •Cleanup (in side and around swales) •Debris removal (weeds,rocks,dirt,trash) •Fence Repairs and replacement •Sign installation,repair and maintenance •Storm water protection,terracing,and sand bag placement •Spreading provided mulch The Los Angeles Conservation Corps will be viewed as the City's At-Risk Youth Employment organization for the duration of the agreement.The work will be performed on a task basis AS- NEEDED by the City.Specific scope for each task will be prepared by the City and a fee for each task negotiated at that time.Prior to performing a task,City staff will meet with the organization representative and explain the work needed,the geographic location,the time frame,and request a quote based on time and material with a not to exceed cost to the City of Rancho Palos Verdes. 1 4-9 REPORTING REQUIREMENTS The City plans to receive credit towards At-Risk Youth employment for the work performed by the ARY offered through your organization.Therefore,the employed youth should meet the then current Los Angeles County Regional Park and Open Space District's approved definition of At-Risk Youth and the related Implementation Instructions. Upon completion of each work assignment,the Los Angeles Conservation Corps shall supply the City with: •Completed Exhibit E-4,"Report on Employment of Youth"(sample attached) •Exhibit E-4 Attachment,"Supplemental Information Requested for Reporting Youth Hired after October 21,2002"(sample attached) •Invoice submitted within 30 days upon completion of the work (including number of hours and hourly rates and/or equipment used) PREVAILING WAGES LACC is legally exempt from paying prevailing wages,please indicate that and provide necessary proof. EXECUTION OF AGREEMENT At time of award,Los Angeles Conservation Corps shall execute a written contract with the City in the example form included in this proposal and shall secure and provide to City all insurance and proof or certifications as herein specified within fifteen (15)calendar days from the date of mailing of written notice of the award.Failure or refusal to enter into the agreement or to conform to any of the stipulated requirements shall be just cause for the annulment of the award. In the event the bidder to whom an award is made fails or refuses to execute the Agreement within said time,the City may award the contract to another organization. INSURANCE The Los Angeles Conservation Corps organization shall not begin work under the Agreement until it has given the City evidence of all required insurance as herein specified. ADDITIONAL INFORMATION Please indicate additional information that helps with the employed ARY.For example,if LACC organization offers the ARY additional services,such as continued education,GED opportunities,on the job training programs,etc. PROJECT BUDGET AND GENERAL FEE STRUCTURE The project(s)are paid based on time and material.Pay rates for the first three years shall be included in LACC proposal using a fee schedule.If there is a different rate for different activities, then indicate each activity and the appropriate hourly rate.Additionally if the supervisor's rates are different,please indicate the supervisor's rates also.Projects may require services during weekends and/or evenings.Indicate on the fee schedule any fee differential for weekend or evening services.Fees shall be inclusive of all clerical support,overtime services,travel time, travel mileage,cellular phone services,and computer usage. 2 4-10 The City plans to spend no more than $125,000 in FY 10-11 and a similar amount in subsequent years of the contract on ARY related projects.The amount includes wages to workers, overhead,supervision,transportation,equipment and other related costs. FORM OF PROPOSAL The full name,business address,zip code,and business telephone number,with area code of the organization submitting the proposal shall be typewritten or legibly printed on the proposal. The proposal shall be signed by an officer or executive of the organization who is duly authorized by the organization to enter into this contractual agreement.The officer or executive shall sign the proposal with his/her usual wet ink signature.Unauthorized conditions, exemptions,limitations,or provisions attached to a proposal will render it informal and may cause its rejection. The proposal must state LACC understanding of the scope of work,proposed general fee structure,proof of IRS 501 (c)(3)status if applicable,and a statement of LACC ability to comply with the City's reporting requirements and the Los Angeles County Regional Park and Open Space District's approved definition of At-Risk Youth and the related Implementation Instructions. All questions are submitted via e-mail toEmilioBlancoatEmiliob@rpv.com.or by phone (310) 544-5336,no later than 1:00 P.M.Monday,May 17,2010.Two (2)copies of your proposal must be submitted to: Emilio Blanco,Public Works Department, City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes,CA 90275 Please provide LACC proposal to our office by TUESDAY,May 18,2010,no later than 5:00 P.M .. THE CITY'S EVALUATION PROCESS The proposal shall be evaluated on the following criteria: •Experience of organization in performing this type of service. •References from clients for whom similar work was performed. •Previous work in RPV or the Palos Verdes Peninsula •Additional services/programs offered by your organization to the youth to enhance employment or job opportunities for their future •Proposed fees Please note that the response to this proposal is subject to the following conditions: •Your ability to provide proof of insurance as specified in the Agreement for AS-NEEDED Maintenance Services •Your ability to comply with the City's reporting requirements •Proof of IRS 501(c)(3)status if claiming to be exempt for LA County Living Wage Program •Proof of Compliance with Los Angeles County Regional Park and Open Space District's approved definition of At-Risk Youth and the related Implementation Instructions. ACCEPTANCE OF TERMS 3 4-11 Submission of a proposal shall constitute acknowledgment and acceptance of all terms and conditions hereinafter set forth in the proposal unless otherwise expressly stated in the proposal. RIGHT OF REJECTION BY THE CITY Not withstanding any other provisions of this proposal,the City reserves the right to reject any and all proposals and to waive any informality in a proposal. FINANCIAL RESPONSIBILITY The proposer understands and agrees that the City shall have no financial responsibility for any costs incurred by the proposer in responding to this request. AWARD OF CONTRACT Upon notification from City the Los Angeles Conservation Corps shall be required to enter into a written contract with the City of Rancho Palos Verdes and shall be responsible for completing the specified services in Accordance with the City's standard "AS-NEEDED Maintenance Services Agreement"which shall be prepared by the City.A copy of this standard agreement is attached.The proposal received,or any part thereof may be incorporated into and made a part of the final contract;however,the City reserves the right to further negotiate the terms and conditions of the agreement with the Los Angeles Conservation Corps. ORGANIZATION'S REPRESENTATIVE The Los Angeles Conservation Corps shall assign a primary representative and an alternate to perform the services described in the scope of work.Both shall be identified in the proposal.Ifthe primary representative is unable to continue with the project,then the alternate representative shall become the primary representative. The representative,the alternate and at least one crew member shall be able to understand and speak English. GENERAL INFORMATION This proposal does not commit the City of Rancho Palos Verdes to pay costs incurred in the preparation of a response to this request.No work may begin until a "AS-NEEDED Maintenance Services Agreement"is executed and the City issues a Notice to Proceed.Not withstanding any other provisions of this proposal,the City of Rancho Palos Verdes reserves the right to reject any and all proposals and to waive any informality in a proposal.All data,documents,and other products used or developed for this project shall remain in the public domain upon completion of the project.Similarly,all responses to this proposal shall become the property of the City of Rancho Palos Verdes. 4 4-12 GENERAL PROVISIONS Section I A.PROJECT PROVISIONS 1 -UNITS OF MEASURE The U.S.Standard Measures,also called U.S.Customary System,is the principal measurement system used in these Specifications and shall be used for construction,unless otherwise stated in the Contract Documents. 2 -STANDARD SPECIFICATIONS The project provisions applicable to this contract shall be those set forth in the Standard Specifications for Public Works Construction,2009 edition,including all supplements, published by Building News,Inc.,1612 South Clementine Street,Anaheim,California 92802, hereinafter referred to as "Standard Specifications."The Standard Specifications are referred to and by this reference are made a part hereof as though set forth at length.The Contractor is required to comply with the Standard Specifications in addition to the conditions set forth in these General Provisions and Special Provisions. B.AWARD OF BID AND EXECUTION OF CONTRACT 1 -ADEQUACY OF PROPOSING ORGANIZATION The responder must submit with their proposal satisfactory evidence that they are capable of performing the work in accordance with the specifications.The Director of Public Works or his authorized representative may require the responder to submit experience records covering a three-year period.The City Council may reject the bid of any responder who has been delinquent or unfaithful in the performance of any previous contract work.The decision of the City Council to award a contract will be limited to qualified organizations,with particular regard to the quality performance of any work done by them for the City or other entity in the past,and such decisions shall be final and binding upon all parties.The organization awarded a contract with the City for this work shall hereinafter be known as the Contractor. 2 -NON-COLLUSION AFFIDAVIT The Contractor shall execute and return a "Non-collusion Affidavit"with its Proposal in the form attached herein. 3 -EXECUTION OF THE CONTRACT The contract,in the form set forth in the Contract Section shall be executed by the successful proposer in accordance with the Instruction for Execution of Documents,and returned to the City for execution by the City,and shall be accompanied by the evidence of insurance required by paragraph I-B-5,all within fifteen (15)calendar days from the date written notice of the award is mailed to proposer.No proposal shall be considered binding upon the City until such time as it has been executed by the City. GP-l 4-13 4-NOT USED 5 -INSURANCE The Contractor shall at all times,during the term of this contract,carry,maintain and keep in full force and effect,a policy or policies of comprehensive public liability insurance with an insurance company admitted to write insurance in California,or carriers with a rating of,or equivalent to,A:VII by A.M.Best &Company to,and approved by,the Director of Public Works and City Attorney,within minimum limits of one Million Dollars ($1,000,000.00) combined single limit coverage with an aggregate of Two Million Dollars ($2,000,000.00) against any injury,death,loss or damage as a result of wrongful or negligent acts or omissions by the Contractor,its officers,employees,agents,and independent contractors in performance of services under this agreement;(2)Automotive liability insurance with a minimum combined single limits coverage of One Million Dollars ($1,000,000.00)with an aggregate of Two Million Dollars ($2,000.000.00);and (3)workers'compensation insurance as required by law.The contractor shall at all times during the term of this contract carry, maintain and keep in full force and effect a policy or policies of workers'compensation insurance and shall provide to the City evidence of such coverage in the form set forth herein.The City,its officers,employees,attorneys,and volunteers shall be named as additional insured on the policy as to comprehensive general liability,automotive liability, and worker's compensation coverage. a)All insurance policies shall provide that the insurance coverage shall not be non- renewed,canceled,reduced,or otherwise modified (exceptthrough the addition of additional insured to the policy)by the insurance carrier without the insurance carrier giving the City thirty (30)day's prior written notice thereof.The Contractor agrees that it will not cancel,reduce,or otherwise modify said insurance coverage. b)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 the 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 to the Contractor. c)The Contractor shall submit to the City (1)insurance certificate indicating compliance with the minimum worker's 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. 6 -COMPLIANCE WITH PROVISIONS OF THE PUBLIC CONTRACT All Contracts shall conform with the provisions of Sections 4100 through 4114,inclusive,of the Public Contract Code,as amended,concerning subcontractors and subcontracts. 7 -REJECTION OF PROPOSALS Proposals may be rejected by the City Council where,upon evidence of a prior performance GP-2 4-14 of the proposer,the City Council has made a finding that the proposer is not a responsible contractor because of unsatisfactory performance within the past three (3)years with the City or with other public entities.The City reserves the right to reject any or all proposals and to waive any irregularity or informality in any bid to the extent permitted by law. C.LEGAL RELATIONS AND RESPONSIBILITY TO THE CITY 1 •LAWS TO BE OBSERVED The Contractor shall keep himself or herself fully informed on all existing and pending State and national laws and all municipal ordinances and regulations of the City,which in any manner affect those employed in the work,or the material used in the work,or which in any way affect the conduct of the work,and of all such orders and decrees of bodies or tribunals having jurisdiction or authority over the same.The Contractor shall particularly observe all ordinances of the City in relations to the obstruction of streets or conduct of the work, keeping open passageways and protecting the same where they are exposed or dangerous to traffic. 2 •SOCIAL SECURITY REQUIREMENTS The Contractor shall furnish to the City satisfactory evidence that he and all subcontractors working for him are complying with all requirements of the Federal and State Social Security legislation.The Contractor,at any time on request,shall satisfy the City that the Social Security and Withholding taxes are being properly reported and paid. 3 •PREVAILING WAGES If the Contractor is legally exempt from paying prevailing wages,Contractor shall provide a written letter to that effect,citing reasons by which the claim of exemption is made. 4 -PENALTIES The Contractor shall comply with the provisions of California Labor Code and Los Angeles County Code Chapter 2.201 (Living Wage Program).A contractor who is qualified as a nonprofit corporation under Section 501 (c)(3)of the Internal Revenue Code is exempt from Los Angeles County living Wage Program (LACC 2.201.090)and shall not be subject to the Living Wage Program requirements.Written proof of 501 (c)(3)status shall be provided to the City prior to execution of the contract if 501 (c)(3)status is claimed.Concerning the payment of living wages rates to workers and the penalties for failure to pay living wages for non-exempt contractors: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 liVing 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. 5 •WORKING HOURS The Contractor shall forfeit,as penalty to the City,the sum of twenty-five ($25.00)dollars for each worker employed in the execution of the contract by Contractor or by any subcontractor under him for each calendar day during which such worker is required or permitted to work more than forty (40)hours in anyone calendar week,in violation of the provisions of Article 3,Chapter 1,Part 7,Division 1 of the Labor Code (Section 1810 et.seq.) GP-3 4-15 6 -APPRENTICES Attention is directed to the provisions of Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of apprentices by the Contractor or any subcontractor under Contractor.It shall be Contractor's responsibility to ensure that all persons shall comply with the requirements of said sections in the employment of apprentices. Information relative to apprenticeship standards and administration of the apprenticeship program may be obtained from the Department of Industrial Relations,San Francisco, California,or from the Division of Apprenticeship Standards and its branch offices. 7 -REGISTRATION OF CONTRACTORS Only a Contractor licensed in accordance with the provisions of Chapter 9,Division 3,of the Business and Professions Code,or those legally exempted by that Chapter,shall be permitted to enter into a contract with the City for any public improvements.Proof of compliance or claim of legal exemption shall be submitted with the Proposal. 8 -PERMITS AND LICENSES The Contractor shall procure all permits and licenses,(the requirement for a Rancho Palos Verdes business license will be waived for tax-exempt IRS 501 (c)(3),organizations),pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the work. 9 -PATENTS The Contractor shall assume all responsibility arising from the use of any patented,or allegedly patented materials,equipment,devices or processes used on or incorporated in the work,and shall defend,indemnify,and hold harmless the City,and each of its officers, agents,and employees from and against any and all liabilities,demands,claims,damages, losses,costs,and expenses,of whatsoever kind or nature,arising from such use. 10 -INDEMNITY The Contractor agrees to indemnify and hold harmless the City and others and to waive subrogation as set forth in the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution executed concurrently herewith,a copy of which is attached hereto and incorporated herein by this reference. 11 -NOTICE The address given in the Contractor's proposal is the place to which all notices to the Contractor shall be mailed or delivered.The mailing to or delivering at the above named place of any notice shall be deemed sufficient service thereof upon the Contractor,and the date of that service shall be the date of such mailing or delivery.Such address may be changed at any time by written notice signed by the Contractor and delivered to the Director of Public Works. GP-4 4-16 12·CONTRACTOR'S RESPONSIBILITY FOR WORK Until the final acceptance of the work by the City,by written action of the Director of Public Works,the Contractor shall have the charge and care thereof and shall bear the risk of injury or damage to any part of the work by the action of the elements or any other cause. The Contractor shall rebuild,repair,restore and make good all injuries or damages to any portion of the work occasioned by any cause before its completion and acceptance and shall bear the expense thereof,except for such injuries or damages arising from the sole negligence of willful misconduct of the City,its officers,agents or employees.In the case of suspension of work from any cause whatever,the Contractor shall be responsible for all materials and the protection of workalready completed and shall properly store and protect them if necessary and shall provide suitable drainage and erect temporary structures where necessary. 13 •WORKMANSHIP AND GUARANTEE The Contractor hereby guarantees that the entire work performed by Contractor under the contract will meet fUlly all requirements as to quality of workmanship and materials.The Contractor hereby agrees to make at Contractor's own expense any repairs or replacements made necessary by defects in materials or workmanship that are identified prior to final payment,and to restore to full compliance with the requirements of these specifications,. including any test requirements set forth herein for any part of the project or work performed hereunder,which during said pre-final payment period is found to be deficient with respect to any provisions of the specifications.The Contractor shall make all correction promptly upon receipt of written orders for the same from the Director of Public Works.The Contractor shall correct such deficiencies without any additional cost to the City. 14·COOPERATION The Contractor is hereby notified that additional work within the work site may be scheduled during the course of this contract. The Contractor shall cooperate with these and other projects in accordance with Sections 5- 6 and 7-7 of the Standard Specifications. Compensation for compliance shall be included in the various items of work,and no additional compensation shall be allowed therefore. D.PROSECUTION AND PROGRESS OF THE WORK 1 •TASK ORDERS Upon identification of scope of work for an "AS-NEEDED"task,the City shall discuss the scope with Contractor.Contractor shall developed a written scope,a fee estimate based on Contractors anticipated work effort at rates defined in the Fee Schedule included in the proposal,and a proposed schedule for the task and engage in negotiations with the City for the task.Upon successful negotiations for the task,the City shall provide a Task Order defining the work,schedule and "not to exceed"fee for the task and authorizing the contractor to begin the work for that task.Said schedule must show the dates of the expected start and completion of the various items of the contract work.The schedule will be used as a controlling document throughout the work period. GP-5 4-17 2 -SUBLETTING AND ASSIGNMENT The Contractor shall give Contractor's personal attention to the fulfillment of the contract and shall keep the work under Contractor's control.The Contractor shall not assign,transfer nor sublet any part of the work without the written consent of the City by the Director of Public Works.No assignment,transfer or sUbletting,even though consented to,shall relieve the Contractor of Contractor's liabilities under the contract.Subcontractors shall not be recognized as such,and all persons engaged in the project will be considered as employees of the Contractor,their work being subject to the provisions of the contract and the specifications.Should any subcontractor fail to perform the work undertaken by him to the satisfaction of the Director of Public Works,said subcontractor shall be removed immediately from the project upon request by the Director of Public Works,shall not again be employed on the work,and the Contractor shall be held liable for the deficient work. The Contractor shall submit to the City a list with the names,addresses and telephone numbers of all subcontractors who will work under Contractor. 3 -CHARACTER OF WORKERS The Contractor shall employ none but competent foremen,laborers and mechanics.Any overseer,superintendent,laborer or other person employed on the work by the Contractor who is intemperate,incompetent,troublesome or otherwise undesirable,or who fails or refuses to perform the work in the manner specified herein,shall be removed from jobsite immediately and such person shall not again be employed on the work.Each maintenance crew shall be composed of a supervisor or lead worker who shall be at the project site at all times.At no time,will the Contractor or its employees be permitted to bring visitors or children with them when performing the contractual work.At no time,shall the Contractor allow the crew size to diminish to less than two persons per site. 4 -AGENTS OR FOREMAN In the absence of the Contractor from the site of the project, even if such is only of a temporary duration,Contractor must provide and leave at the site a competent and reliable English-speaking agent or foreman in charge.All notices,communications,orders or instructions given,sent to,or served upon,such agent or foreman by the Director of Public Works or his authorized representative shall be considered as having been served upon the Contractor. 5 -TEMPORARY STOPPAGE OF AS-NEEDED MAINTENANCE ACTIVITIES The Director of Public Works or his authorized representative shall have the authority to suspend the contract work,wholly or in part,for such a period of time as the Director may deem necessary,due to unsuitable weather,or to such other conditions as the Director considers unfavorable for the proper prosecution of the work,or for such time as the Director may deem necessary due to failure on the part of the Contractor or Contractor's workers to carry out orders or to perform any of the requirements of the contract.The Contractor shall immediately comply with such an order from the Director of Public Works or his authorized representative and shall not resume operations until so ordered in writing. GP-6 4-18 6·TIME OF COMPLETION AND LIQUIDATED DAMAGES If all the task work is not completed in all parts and requirements within the time specified in the Task Order for that task,the City shall have the right to grant or deny an extension of time for completion,as may seem best to serve the interest of the City.The Contractor shall not be assessed with liquidated damages during any delay in the completion of the work caused by acts of God or of the Public Enemy,acts of the State,fire not due to acts of contractors,of subcontractors,floods,epidemics,quarantine,restrictions,strikes,freight embargo or unusually severe weather,delays of subcontractors due to such causes,or work suspensions directed by the Director of Public Works or his authorized representative provided that the Contractor shall,within ten (10)days from the beginning of such delay, notify the City,in writing,of the cause of the delay.The City will ascertain the facts and the extent of the delay,if any,and the finding thereon shall be final and conclusive.If the City deems it appropriate to assess the contractor liquidated damages,such damages shall be in the amount of $1 00 per day. 7 •SUSPENSION OF CONTRACT If at any time,in the opinion of the Director of Public Works,the Contractor fails to supply an adequate working force,manufactured articles,or material of proper quality,or has failed in any other respect to prosecute the work with the diligence and force specified and intended in any by the terms of the contract,notice thereof in writing will be served upon Contractor, and should Contractor neglect or refuse to provide means for a satisfactory compliance with the contract within the time specified in said notice and as directed by the Director of Public Works,the Director of Public Works or his authorized representative shall have the power to suspend the operation of the contract and discontinue all work or any part thereof,subject to review by the City Council.Thereupon the Contractor shall discontinue such work,or such part thereof as the City may designate,and the City may thereupon,by contract or otherwise,as it may determine,complete the work or such part thereof,and charge the entire expense of so completing the work or any part there of to the Contractor,and for such completion the City itself or its Contractors may take possession of and use,or cause to be used in the completion of the work,or any part thereof,any such materials,implements and tools of every description as may be found at the place of such work.All expenses charged under this paragraph shall be deducted and paid for by the City out of any moneys then due or to become due the Contractor under the contract,or any part thereof,and in such accounting the City shall not be held to obtain the lowest figure for the work for completing the contract,or any part thereof,or for ensuring its proper completion,but all sums paid therefore shall be charged to the Contractor.In case the expenses so charged are less than sum which would have been payable under the contract,if the same had been completed by the Contractor,the Contractor shall be entitled to receive the difference,and in case such expense shall exceed the amount payable under the contract,then the Contractor shall pay the amount of the excess to the City,upon completion of the work,without further demand being made therefore.In the determination of the question as to whether or not there has been any such noncompliance with the contract as to warrant the suspension or annulment thereof,the decision of the City Council shall be binding on all parties to the contract. E.MEASUREMENT AND PAYMENT 1 •MEASUREMENT AND PAYMENT Measure of the quantities of work and payments therefore shall be in accordance with Section 9 of the Standard Specifications.In accordance with subsection 9-3.2 of the GP-7 4-19 Standard Specifications,the monthly payment date shall be the last calendar day of each month.The monthly measurement of work performed shall be based on the Task Order price for the given task completed by the monthly payment date and not already invoiced. The value thereof based on the contract and of the monthly payment shall be prepared by the Contractor and submitted to the Director of Public Works or his authorized representative before the tenth day of the following month for verification and payment consideration.Said monthly invoice shall detail the work performed in accordance with Task Order.All invoices shall be submitted in triplicate to the City. Undisputed invoices shall be paid by the City at their value less ten percent (10%)retention. Amounts held in retention shall not be paid before completion of all work for the Task Order and written acceptance of work by the City.Payment of retained amounts for an accepted task shall be made upon request by the Contractor once per month for all such requests received by the City in the prior month.Requests for payment shall include a copy of the City's written acceptance of the work for that task. 2·FINAL PAYMENT Whenever in the opinion of the Director of Public Works,the Contractor shall have completely performed the contract,he Contractor shall then submit to the Director of Public Works or his authorized representative for approval,a written statement of the final quantities of contract items for inclusion in the final invoice.Upon receipt of such statement, the Director of Public Works or his authorized representative shall check the quantities included therein and shall authorize the Contractor to submit a final invoice which in the Director of Public Works'opinion shall be just and fair,covering the amount and value of the total amount of work done by the Contractor, 3·NOT USED 4 •UNPAID CLAIMS If upon or before the completion of the work herein agreed to be performed or at any time prior to the expiration of the period within which claims of lien may be filed for record as prescribed by the Code of Civil Procedure of the State of California,any person or persons claiming to have performed any labor or furnished any materials,supplies or services towards the performance ofcompletion of this contract or if they have agreed to do so,shall file with the City a verified statement of such claim,or if any person shall bring against the City or any of its agents any action to enforce such claim,the City shall until the discharge thereof,withhold from the moneys that are under its control,as much as shall be sufficient to satisfy and discharge the amount in such notice or under such action claimed to be due, together with the cost thereof;provided,that if the City shall in its discretion permit the Contractor to file such additional bond as is authorized by the Code of Civil Procedure in a penal sum equal to one and one-quarter times the amount of said claim,said money shall not thereafter be withheld on account of such claim. GP-8 4-20 5 -ACCEPTANCE The parties agree that no certificate given shall be conclusive evidence of the faithful performance of the contract,either in whole or in part,and that no payment shall be construed to be in acceptance of any defective work or improper materials.Further,the certificate or final payment shall not terminate the Contractor's obligations under the warranty here in above.The Contractor agrees that payment of the amount due under the contract and the adjustments and payments due for any work done in accordance with any alterations of the same,shall release the City,the City Council and its officers and employees from any and all claims or liability on account of work performed under the contract or any alteration thereof. F.CONTROL OF WORK 1 -AUTHORITY OF THE DIRECTOR OF PUBLIC WORKS The Director of Public Works or his authorized representative shall decide any and all questions that may arise as to the quality and acceptability of materials furnished and work performed as to the manner of performance and rate of progress of the work,and any and all questions,which may arise as to the interpretation of the plans and specifications.The Director of Public Works or his authorized representative shall likewise decide any and all questions as to the acceptable fulfillment of the contract on the part of the Contractor,and all questions as to claims and compensations.The decision of the Director of Public Works or his authorized representative shall be final,and he shall have relative authority to enforce and make effective such decisions and actions as the Contractor fails to carry out promptly. For the purposes of routine and normal supervision and coordination of work,the Director of Public Works or his authorized representative is the City's authorized representative for all work within the scope of this agreement. 2 -PROGRESS OF THE WORK The Contractor's working days shall begin on the date stated in the Notice To Proceed, which will be issued following the scheduling conference.The Contractor shall diligently prosecute the work to completion before the expiration of the time limit appearing in the specifications. 3 -SAMPLES The Contractor shall furnish all products and materials required to complete the work.All materials and products must be of the specified quality and fully equal to samples,when samples are required.Whenever required,the Contractor shall submit to the Director of Public Works or his authorized representative for test,and free of charge,samples of any one of the materials or products proposed to be used in the work.Said samples shall be delivered by the Contractor to the place within the City designated by the Director of Public Works.Rejected materials must be immediately removed from the work by the Contractor and shall not again be brought back to the site. 4 -TRADE NAMES AND ALTERNATIVES For convenience in designation on the plans or in the specifications,certain equipment or articles or materials to be incorporated in the work may be designated under a trade name GP-9 4-21 of manufacturer and the catalog information.The use of an alternative equipment or an article or equipment which is of equal quality and of the required characteristics for the purpose intended will be permitted,subject to the approval of the Director of Public Works, in accordance with the following required by Section 3400 of the Public Contract Code of the State of California. The burden of proof as to the comparative quality and suitability of alternative equipment or articles or materials shall be upon the Contractor,and Contractor shall furnish,at Contractor's own expense,all information necessary or related thereto as required by the Director of Public Works.The Director of Public Works or his authorized representative shall be the sole judge as to the comparative quality and suitability of alternative equipment or articles or materials and the Director's decision shall be final.All requests for substitution shall be submitted,together with all documentation necessary for the Director to determine equality,within 20 days following the award of the contract. 5 -PROTECTION OF WORK The Contractor shall continuously maintain adequate protection of all Contractor's work from damage,and the City will not be held responsible for the care or protection of any material, equipment or parts of work,except as expressly provided for in the specifications. 6 -CONFLICT OF TERMS The proposal,plans,specifications,General Provisions and Special Provisions are essential parts of the contract for a given project.These documents,together with the necessary bonds and bidder's guarantee,constitute the contract as defined herein,and a requirement included in one document shall be as binding as though included in all,as they are intended to be cooperative and to provide a description of the work to be done.Should there be any conflict or discrepancy between terms used,then the specifications shall govern over plans, and change orders and supplemental agreements shall govern over any other contract document. 7 -INTERPRETATION OF SPECIFICATIONS Should it appear that the work to be done,or any matter relative thereto,is not sufficiently detailed or explained on the plans or in the specifications,the Contractor shall request the Director of Public Works for such further explanation as may be necessary,and shall conform to such explanation or interpretation as part of the contract,so far as may be consistent with the intent of the original specifications.In the event or doubt of questions relative to the true meaning of the specifications,reference shall be made to the City Council,whose decision thereon shall be final. 8 -INCREASES AND DECREASES OF THE WORK TO BE DONE The City reserves the right to increase or decrease the quantity of any item or portion of the work described on the plans,the specifications or the proposal form or to omit portions of the work so described,as may be deemed necessary or expedient by the Director of Public Works or his authorized representative and the Contractor shall agree not to claim or bring suit for damages,whether for loss of profits or otherwise,on account of any decrease or omission of any kind of work to be done. GP-IO 4-22 9·ALTERATIONS OF THE WORK TO BE DONE By mutual consent of the parties signatory to the contract,alterations,modifications or deviations from the type of work may be described on the plans,specifications or on the proposal form may be made without in any way making the contract void.The price to be paid by the City to the Contractor for such altered or modified work shall be agreed upon in writing,endorsed upon the original contract and signed by the proper parties to said contract. Whenever,during the progress of the work,such changes or modifications are deemed necessary by the Director of Public Works or his authorized representative and agreed upon,as aforesaid,said deviations shall be considered and treated as though originally contracted for,and shall be subject to all the terms,conditions and provisions of the original contract. 10 •EXTRA WORK New and unforeseen work will be classed as extra work only when said work is not covered and cannot be paid for under any of the various items or combination of items for which a bid price appears on the proposal form.The Contractor shall not do any extra work except upon written order from the Director of Public Works.Compensation for such extra work shall be previously agreed upon in writing between the Contractor and the Director of Public Works. 11 •PUBLIC UTILITIES (a)All of the existing utility facilities exceptthose to be relocated as shown on the plans will remain in place and the contractor will be required to work around said facilities.In case it should be necessary to remove the property of a public utility or franchise,such owner will, upon proper application by the Contractor,be notified by the Director of Public Works or his authorized representative to move such property within a reasonable time,and the Contractor shall not interfere with said property until after the expiration of the time specified. The right is reserved to the owners of public utilities or franchises to enter upon the project site for the purpose of making repairs or changes in their property,which may be necessary as a result of the work.The Contractor shall also schedule and allow adequate time for those relocations or modifications necessary for the project by the respective utility owners. Employees and agents of the City shall likewise have the privilege of entering upon the street for the purpose of making any necessary repairs or replacements. (b)The Contractor shall employ and use only qualified persons,as hereinafter defined, to work in proximity to Southern California Edison secondary,primary and transition facilities. The term "qualified person"shall mean one,who by reason of experience or instruction,is familiar with the operation to be performed and the hazards involved,as more specifically defined in Section 2700 of Title 8 of the California Administrative Code.The Contractor shall take such steps as are necessary to assure compliance by any subcontractors. 12·PROCEDURE IN CASE OF DAMAGE TO PUBLIC PROPERTY Any portions of curb,gutter,sidewalk or any other City improvement damaged by the Contractor during the course of construction shall be replaced by the Contractor at Contractor's own cost,free of charges to the City.Replacement of City improvements shall conform to the Standard Specifications and City standards for similar work. GP-ll 4-23 13·QUALITY OF MATERIAL Materials shall be new,and of specified kind and quality,and fully equal to samples when samples are required.When the quality or kind of material or articles shown required under the contract is not particularly specified,the Contractor shall estimate that the City will require articles and materials representing the best of their class or kind or at least equal to the class or quality of similar articles or materials when specified.Materials shall be furnished in such quantities and kinds and at such times as to ensure uninterrupted progress for the work.They shall be stored properly and protected as required.The Contractor shall be entirely responsible for damage or loss by weather or any other cause. 14·REMOVAL OF DEFECTIVE OR UNAUTHORIZED WORK It is the intent of the specifications that only first-class work,materials and workmanship will be acceptable.All work which is defective in its construction or deficient in any of the requirements of the specifications shall be remedied,or removed and replaced by the Contractor in an acceptable manner,and no compensation will be allowed for such correction.Any work done beyond the lines shown on the plans or established by the Director of Public Works,or any extra work done without written authority will be considered as unauthorized and will not be paid for.Upon failure on the part of the Contractor to comply forthwith with any order of the Director of Public Works or his authorized representative made under the provisions of this paragraph,the Director of Public Works or his authorized representative shall have authority to cause defective work to be remedied or removed and replaced,and unauthorized work to be removed,and to deduct the costs thereof from any moneys due or to become due the Contractor.If the work is found to be in compliance with these specifications,the Director of Public Works or his authorized representative will furnish the Contractor with a certificate to that effect. 15 •SUPERVISION All manufactured products,materials and appliances used and installed and all details of the work shall at all times be subject to the supervision,test and approval of the Director of Public Works or his authorized representatives.The Director of Public Works or his authorized representatives shall have access to the work at all times during construction, and shall be furnished with every reasonable facility for securing full knowledge with regard to the progress,workmanship and character of the materials used or employed in the work. Whenever the Contractor varies the period during which work is carried on each day,he shall give adequate notice to the Director of Public Works or his authorized representative so that proper inspection may be provided.Any work done in the absence of the Director of Public Works or his authorized representative will be subject to rejection.The inspection of the work shall not relieve the Contractor of any of his obligations to fulfill the contract as prescribed.Defective work shall be made good,and unsuitable materials may be rejected, notwithstanding the fact that such defective work and unsuitable materials have previously been accepted or estimated for payment. 16·RESOLUTION OF PUBLIC WORKS CLAIMS This contract is subject to the provisions of Article 1.5 (commencing at Section 20104)of Division 2,Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000.Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor,for the response to such claims by GP-12 4-24 the contracting public agency,for a mandatory meet and confer conference upon the request of the contractor,for mandatory judicial arbitration upon the failure to resolve the dispute through mediation.This contract hereby incorporates the provisions of Article 1.5 as through fUlly set forth herein. GP-13 4-25 SPECIAL PROVISIONS Section II CITY PROJECT:AS-NEEDED Maintenance Services for the City of Rancho Palos Verdes A.GENERAL PROJECT INFORMATION 1 -REQUIREMENTS All work embraced herein shall be accomplished in accordance with the applicable portions of the "Standard Specifications for Public Works Construction,"the 2009 edition,including all supplements,herein referred to as "Standard Specifications",except as modified by these Special Provisions and the Project Plans. The U.S.Standard Measures,also called the U.S.Customary System,is the principal measurement system used in these Specifications and shall be used for construction,unless otherwise stated in the Contract Documents. In addition to the above,the Contractor shall comply with the requirements of the executed AS-NEEDED Maintenances Service Agreement. 2 -DEFINITION OF TERMS Wherever in the "Standard Specifications"terms are used,they shall be understood to mean and refer to the following: Agency &Owner -The City of Rancho Palos Verdes Board -City Council,the City of Rancho Palos Verdes Engineer -The Director of Public Works,acting either directly or through the properly authorized agents,such agents acting within the scope of the particular duties entrusted to them. Proposal -Proposal prepared by contractor and incorporated into agreement 3 -PROJECT LOCATIONS The location of the work are within the City of Rancho Palos Verdes boundaries and its general nature,extent,form and detail of the various features shall be listed in the various task orders. 4 -SCOPE OF WORK The work to be done consists of furnishing all materials,equipment,tools,labor,and incidentals as required by the specifications and contract documents as per article 23 of the Special Provisions.The work includes but is not limited to the following: SP -1 4-26 •Trail Maintenance,trail re-establishment,and trail re-construction •Weed Abatement /Fuel Modification •Cleanup inside and around swales •Debris removal (weeds,rocks,dirt,trash) •Fence Repairs and replacement •Sign installation,repair and maintenance •Storm water protection,terracing,and sand bag placement •Spreading provided mulch The work will be performed on a by-task basis AS-NEEDED by the City.Specific scope for each task will be prepared by the City and a fee for each task negotiated at that time.Prior to performing a task,City staff will meet with the Los Angeles Conservation Corps representative and explain the work needed,the geographic location,the time frame and request a quote based on time and material with a not to exceed cost to the City of Rancho Palos Verdes.FolloWing successful negotiations of the costs,scope and schedule of the work,a Notice to Proceed will be provided by the City,authorizing commencement of the work for that task. 5 •NOTICE TO PROCEED Contract period shall commence on the date in the Task Order.Working days are defined as Monday through Friday,with the exception that no work may take place on the following City holidays: Memorial Day Independence Day Labor Day Thanksgiving Day Day after Thanksgiving Day Winter Break In addition,no work will be allowed on any special election day,which may be declared. Should a special day be declared,a time extension of one working day will be granted for each day. The City will not authorize any work to be done under these Specifications before the contract agreement has been fully executed;and any work that is done by the contractor in advance of such time shall be considered as being done at Contractor's own risk and responsibility,and as a consequence will be subject to rejection by not having been done in the presence of the Director of Public Works or Inspector as provided in Section 2-10 of the Standard Specifications. In the event that the Director of Public Works or his authorized representative shall be ofthe opinion that the work is being inadequately or improperly executed in any respect,he/she may demand that the Contractor improve or change the execution of the work in such manner as to assure proper and timely completion. 6·UTILITIES SP-2 4-27 It is not anticipated that these existing utilities will interfere with the Contractor's maintenance operations.However,the Contractor shall exercise due care to ensure that these utility facilities are not damaged during his operations.It shall be the Contractor's sole responsibility to avoid interference with any utility and,when work in the proximity of any utility cannot be avoided,to coordinate the work with the utility.Under no circumstances should the contractor begin any digging or excavation work prior to contacting Underground Service Alert of Southern California (dial 811).If the Contractor anticipates that any portion of his work may interfere with a utility,the Contractor shall notify the following potentially affected utility companies prior to the beginning of any work: AGENCY The City of Rancho Palos Verdes Southern California Edison Co. Southern California Gas Co. Verizon California Water Service Co. Cox Communications County of Los Angeles,Dept.of Public Works (storm drain) County of Los Angeles,Dept.of Public Works (sewer) Sanitation District of Los Angeles County 7·CONFERENCE TELEPHONE NUMBER (310)544-5252 (310)783-9336 (800)427-2200 (800)482-8706 (310)377-5525 (310)377-1800 (626)458-4152 (626)458-4357 (213)774-7270 The Contractor shall attend a "kickoff"meeting with the Director of Public Works,which shall be held a minimum of five (5)working days prior to commencement of any work.The Contractor shall submit his 24-hour emergency telephone numbers to the Director of Public Works or his authorized representative a minimum of two (2)working days prior to the pre- construction conference. 8 •PUBLIC CONVENIENCE AND SAFETY a)Attention is directed to Section 7-10 ofthe Standard Specifications and the Manual of Warning Signs,Lights and Devices for Use in Performing Work Upon Highways,published by the California Department of Transportation. Full compensation for conforming to the requirements of Section 7-10 of the Standard Specifications,the above referenced Caltrans Manual and these Special Provisions not otherwise provided for,shall be considered as included in the prices paid for the various contract items of work,and no additional compensation will be allowed thereof. b)Warning and Protection Devices:The Contractor will be responsible for providing, placing and maintaining approved signs,barricades,pedestals,flashers,delineators, fences,barriers and flagmen where needed,and other necessary facilities in the vicinity of the maintenance area and where any dangerous conditions may be encountered as a result thereof,for the protection of the motoring public.The Contractor will not be allowed to proceed with the work until such time that a sufficient number of these protection devices have been delivered to the project site. SP-3 4-28 Should the Contractor appear neglectful in furnishing warning and protection devices as outlined above,the Public Works Director or his authorized representative may direct attention to the existence of a hazard and the necessity of additional or different measures, which shall be furnished and installed by the Contractor at Contractor's own expense,free of any cost to the City.Should the Contractor refuse or fail to act in a timely manner to correct a hazardous condition,the Director of Public Works or his authorized representative may direct City forces to provide the necessary protective and warning devices as deemed appropriate by the Director of Public Works. The cost accrued by the City in connection therewith will be deducted from the Contractor's contract payment.Any action or inaction on the part of the City in directing attention to the inadequacy of warning and protective measures or in providing additional protective and warning devices shall not relieve the Contractor from responsibility for public safety or abrogate Contractor's obligation to furnish and pay for these devices. 9·NPDES COMPLIANCEIWATER POLLUTION CONTROL Water pollution control shall consist of constructing those facilities specified by these Contract Documents,required by law,or as ordered by the Director of Public Works or his authorized representative.Said work is intended to provide prevention,control,and abatement of water pollution to streams,oceans,and other bodies of water.Full compensation for conforming to the requirements in this entire section shall be considered as included in the prices paid for the various contract items of work,and no additional compensation will be allowed therefore. Housekeeping/Cleanup:The Contractor shall prevent pollution of stormwaterfrom cleanup and disposal operations by using best management practices and good housekeeping methods.When fluids or dry materials spill,cleanup should be immediate,thorough,and routine.The Contractor shall never attempt to "wash them away"with water,or bury them. The Contractor shall report significant spills to the appropriate spill response agencies immediately.The Contractor shall recognize that different types of materials have different disposal requirements and follow appropriate practices.The Contractor shall confine non- hazardous debris to dumpsters,covered at night or during wet weather,and taken to a landfill for recycling or disposal.The Contractor shall handle hazardous debris in accordance with specific laws and regulations and dispose of as a hazardous waste.A separate permit is required.Common hazardous debris found on construction sites are: (Liquid residues from paints,thinners,solvents,glues,and cleaning fluids.Leaching agents form lumber such as formaldehyde,arsenic,copper,creosote and chromium,motor oil,gear oil,antifreeze fluids,brake fluids,etc.,unused pesticides.) Sanitary Waste Management:The Contractor shall prevent the discharge of sanitary waste to storm water by providing convenient,properly located,well maintained facilities.The Contractor shall hire a licensed portable sanitary facility leasing company,which will clean the facilities regularly and keep them in good working order.The Contractor shall make sure that portable sanitary facilities are located on relatively level ground away from traffic areas, drainage courses,storm drain courses,and storm drain inlets.The Contractor shall regularly inspect the facilities for any leaks,and have defective units replaced. Vehicle and Equipment Management:The Contractor shall use and maintain its vehicles and equipment in a manner that prevent leaks and spills offluids,contains wash waters,and controls off-site tracking.The Contractor shall not allow leaking vehicles and equipment on- SP-4 4-29 site and shall inspect equipment and vehicles frequently for leaks and repair them immediately.The Contractor shall clean up spills and leaks promptly with absorbent materials,and shall not flush with water. The Contractor shall fuel,maintain,and repair vehicles and equipment off-site whenever possible and on-site only in designated areas.The Contractor shall prevent run-on and run- off from designated areas,provide containment devices and cover if necessary.The Contractor shall not wash vehicles and equipment on-site. When not in use,the Contractor shall store equipment and vehicles in designated,contained areas and place drip pans and absorbent material under stored equipment that is prone to leaking and dripping (e.g.paving equipment). If the Contractor must drain and replace motor oil,radiator coolants,or other fluids on-site, the contractor must use drip pans or drop cloths to catch drips and spills.The Contractor shall collect all spent fluids,store in separate containers,and recycle whenever possible. Note:For recycling purposes,such liquids must not be mixed with other fluids.Non- recycled fluids generally must be disposed of as hazardous waste. Surface and Subsurface Water Control:The Contractor shall prevent or reduce the discharge of pollutants to storm water from surface and subsurface water control operations by using the following methods: For surface water control operations where the flow is routed to bypass the construction area,establish stable (erosion resistant)conveyance routes for the diverted flow.Trap any significant sediment (e.g.,mud)generated by the rerouted flow in a sediment trap,filtering berm,or basin. In subsurface pumping or other subsurface water control operations where significant amounts of sediment (e.g.,mUd)are present in the removed water,capture the sediment in a sediment trap,filtering berm,or basin. If a sediment trap or basin is required for the surface or subsurface water control operations, the facility should be designed such that the sediment is settled or trapped in the facility prior to discharging of the water. In areas suspected of groundwater pollution,sample the groundwater near the excavation/pumping site and have the water tested for known or suspected pollutants at a certified laboratory. Any proposed discharge of groundwater may be subject to requirements of the Regional Water Quality Control Board if water is discharged to groundwater or land. 10 •WORK HOURS The Contractor's working hours shall be generally limited to the hours between 7:30 a.m. and 5:00 p.m.as scheduled in each Task Order,Monday through Friday,excluding those City holidays listed in Section 11.A.5 of the Special Provision.Deviation from normal working hours will not be allowed without prior consent of the Director of Public Works. SP-5 4-30 In the event work is allowed by the Director of Public Works or his authorized representative outside of the normal working hours,at the request of and for the benefit of the Contractor, inspection service fees shall be levied against the Contractor at a rate of $84.00 per hour, plus travel time where applicable.The above charge may also be levied if inspection services are deemed necessary by the Director of Public Works or his authorized representative as a matter of public safety or to otherwise ensure the quality of the work. If work is permitted after sunset,the Contractor shall provide,at its expense,adequate light for proper prosecution of the work for the safety of the workmen and the public,and for proper inspection. 11-EQUIPMENT REQUIREMENTS: Prior to beginning of contractor operations,the Contractor shall furnish the Director of Public Works or his authorized representative a current list indicating the equipment to be used for the project.All equipment shall be in safe and excellent working condition. 12-MEASUREMENT AND PAYMENT: F(1)Payment (a)Payment shall be made to the Contractor on a monthly basis for all work performed to the satisfaction of the Director of Public Works or his authorized representative within 45 days of invoicing by the Contractor.The Contractor shall be required to provide one monthly invoice in triplicate for all work performed,with costs for each Task Order listed.All work not billed to the City within thirty (30)days of completion by the Contractor shall be subject to nonpayment by the City. (b)The City may withhold and/or deduct payment to such extent as may be necessary to protect the City from loss due to: i.Work required in the specifications,which is defective,in-complete or not performed. ii.Claims filed or reasonable evidence indicating probable filing of claims for damages caused by the Contractor to private or public property. iii.Failure of the Contractor to make payments properly to employees,subcontractors or vendors for materials or services provided. iv.Expenses incurred by the City to perform work required in the specifications that is defective, incomplete or not performed. v.Failure to participate in and respond to the scheduled Maintenance Inspections. vi.Costs incurred by the City due to extra administration costs for additional inspections and subsequent correspondence/notifications. vii.Failure to submit monthly/quarterly schedules and reports. These actions shall not be construed as a penalty but as an adjustment of payment to the Contractor for only the work actually performed,or as the cost of the City for inspection and other related costs from the failure of the Contractor to complete the work according to schedule.$100.00 per day shall be deducted from monthly payments for every day that schedules are not submitted to the City. F(3)Work To Be Done Without Direct Payment Whenever it is specified that the Contractor is to do work or furnish materials of any class for SP-6 4-31 which no price is fixed in the Proposal,it shall be understood that he is to do such work or furnish such materials without extra charge or allowance or direct payment of any kind.The cost of doing such work or furnishing such materials is to be included in the price estimate for each Task Order. 13-DESCRIPTION OF WORK The intent of these specifications is to prescribe and provide for the complete and finished performance and accomplishment,in every respect,of the entire contemplated work or improvement of the Task Order indicated by the detailed specifications;and it shall be understood that the Contractor's undertaking the execution of all or any part of such work or improvement will be required to perform,construct and complete the same in a thorough, satisfactory and workmanlike manner in accordance with the provisions of the specifications, and to furnish and provide in connection therewith all necessary labor,tools,implements, equipment,materials and supplies except such as may otherwise be specified will be furnished by the City. 14-SCHEDULING OF WORK The Contractor shall accomplish all normal maintenance required under these specifications during the hours specified in the work specifications. Other exceptions may be made to normal work hours where considered necessary by the Director of Public Works.The Director of Public Works or designee may grant,on an individual basis,permission to perform contract maintenance at other hours. The Contractor shall establish a schedule of routine work to be followed in the performance of any work required by these specifications and shall provide the City with a complete schedule for each Task Order.The Contractor will provide monthly updates;listing dates and days that maintenance will be performed for each Task Order.Any changes in scheduling shall be reported,in writing,to the Director of Public Works or his authorized representative prior to the performance of the work. 15-NOT USED 16-HAZARDOUS CONDITIONS The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from its operations.Any hazardous condition noted by the Contractor,which is not a result of his operations,shall immediately be reported to the Director of Public Works or his authorized representative. 17-EXTRA WORK No work for any given Task Order shall be considered as extra unless separate authorization is issued by the City for said work before work commences. In the event the Contractor is required by the City and agrees to perform extra work the following will govern such work. 1.An estimate of the costs will be submitted by the contractor to the City for approval prior to work being done.The Contractor shall maintain records sufficient to SP-7 4-32 distinguish the direct cost of other operations.Contractor shall furnish reports of extra work on forms furnished by the Contractor,itemizing all costs for labor, materials,and equipment rental.The report shall include hours worked.The following procedure will govern such extra work. 2.Work will be executed under the direction of the Maintenance Superintendent or Inspector on a time and materials basis or an agreed upon lump sum price, depending on the nature of the work. 3.City will issue a Task Order Amendment for such extra work to be performed. 4.Extra work shall not be initiated without written authorization.The Contractor shall be required to begin extra work promptly once authorization is obtained. 18-EXCLUSIVITY It is the City's intent for the Contractor to be the sole At-Risk Youth (ARY)contractor for AS- NEEDED maintenance services for the duration ofthis agreement.However,the Contractor hereby acknowledges that the City reserves the right to award AS-NEEDED maintenance work of the same or differing nature to other vendors who are not ARY contractors.The Contractor also acknowledges that the City currently employs certain maintenance vendors who accomplish some of their work with ARY.The City is not obligated to award any work to the Contractor except for work defined in Task Orders under this Agreement. In some instances,bids may be solicited by other vendors or the work may be accomplished by City staff. 19-INSPECTIONS N(1)City/Contractor Inspections The inspection and administration of the contract work will be made by the Maintenance Superintendent or his designee. Any and all questions arising regarding the performance of the work shall be directed to the Maintenance Superintendent.If the question cannot be answered,or if the answer is unacceptable,it will be referred by the Maintenance Superintendent to the Director of Public Works. N(2)City Inspections The Contractor shall accompany the Maintenance Superintendent or his designee,on an inspection tour of all areas of responsibility once each week,whereupon any maintenance deficiencies will be noted.All deficiencies noted on this report are required to be corrected prior to the following week's meeting.Additionally,the Contractor shall accompany the Maintenance Superintendent on inspection tours at the request of the Maintenance Superintendent. All deficiency notices and calculations of payment deductions shall originate with the Maintenance Superintendent and be authorized by the Director of Public Works. SP-8 4-33 N(3)Supervision by Contractor The Contractor shall give sufficient supervision to the work,using his best skill and attention and shall provide and keep on the work site at all times during its progress a competent crew leader/foreman and any necessary assistants.All directions of the Maintenance Superintendent or his authorized representative shall be received and obeyed by the crew leader/foreman in charge of the particular work;and all such directions given shall be as binding as if given to or by the Contractor in person. N(4)Inspection/Administration Cost Limitation The inspection and administration criteria stated below shall comprise the maximum amount of City staff time required for this contract.It is estimated that the maximum allowable inspection and administration time permitted for this contract is five (5)hours per week. The cost for all time in excess of the stated criteria required due to inadequate level of maintenance and poor administrative preparation on the part of the Contractor,shall be deducted and forfeited from payments. 20-ACCESS TO WORK The City's Maintenance Superintendent shall at all times have access to the work and shall be furnished with every reasonable facility for acquiring full knowledge respecting the progress,workmanship,and character of materials used and employed in the work. Whenever the Contractor varies the period during which work is carried out,they shall give due notice to the Maintenance Superintendent,so that proper access for inspection may be provided.Any inspection of work shall not relieve the Contractor of any obligations to fulfill the contract as prescribed. 21-MAINTENANCE DEFICIENCIES The Maintenance Superintendent or his designee shall report maintenance deficiencies to the Contractor's representative.All reported maintenance deficiencies shall be corrected by the contractor within forty-eight (48)hours.The Contractor shall keep records of actual work performed.The Contractor shall also be responsible for notifying the Maintenance Superintendent or his designee of all maintenance deficiencies on a weekly basis. 22-PROJECT LOCATIONS,DAYS AND HOURS OF SERVICE Project locations,scope of work,and schedule shall be determined as tasks are identified. 23-WORK SPECIFICATIONS Work requirements,standards and schedule shall be further defined upon issuance of each Task Order,but generally shall conform to the current standards of the industry. Fuel modification work shall adhere to the guidelines of and be subject to acceptance by inspectors from the Los Angeles County Fire Department and the Los Angeles County Agricultural Commissioner /Weights and Measures,Weed Hazard and Pest Abatement Bureau,Weed Abatement Division.These guidelines can be obtained from: SP-9 4-34 LA County Fire Department Consolidated Fire Protection District 1320 N.Eastern Ave.,Los Angeles 90063-3294 Phone (323)881-2401 Website:http://fire.lacounty.gov LA County Agricultural CommissionerlWeights and Measures Department Weed Abatement Division 12300 Lower Azusa Rd.,Arcadia 91006-5872 Phone (626)575-5484 Website:http://acwm.lacounty.gov 1.These General Clearance Standards are only general guidelines -the final determination on adequate brush clearance specific to each fuel modification zone shall be made by the Los Angeles County Department of Agricultural CommissionerlWeights and Measures and Los Angeles County Fire Department Inspectors. 2.If mulched vegetation material is left on-site,it shall be spread evenly and shall not be greater than 4-6 inches deep.The specific allowable maximum depth within this range shall be dependant upon the direction of the Los Angeles County Department of Agricultural CommissionerlWeights and Measures and Los Angeles County Fire Department Inspectors.If the City is not able to provide green waste dumpster(s)for the Contractor to place green waste in at any of the fuel modification sites,the Contractor will be responsible for green waste removal (if it cannot be mulched and left on-site). 3.In general,weeds and brush will be cleared 140 feet from a structure and 10 feet along roadways.Clearance up to 200 feet may be required as specified by parcel work order or the Director of Public Works or his authorized representative.Normal clearance requirements from a structure are 30 feet to mineral earth with the remaining 70 to 130 feet cut to 3 inches. 4.Unless otherwise approved by the Zone Inspector,all cut material,branches,leaves, tumbleweeds,etc.,must be mulched on-site or removed by truck to an authorized dump site.This removal must be completed within 48 hours and in no case shall any of the material be left on the lot over a weekend.All dump fees will be paid by Contractor.For the purposes of this section,weeds can be "mulched"using weed eaters. 5.With Director of Public Works or his authorized representative approval,specimen native shrubs and brush may be allowed to remain throughout the area from 30 feet to 200 feet from a structure if spaced at a distance equal to three (3)times their diameter, but,in no event closer than 18 feet from other native shrubs and brush,or structures. See attachment "Defensible Space Guidelines". 6.If erosion resulting from the scheduled clearing activities is a concern,the Contractor shall contact the Director of Public Works or his authorized representative for further instructions. 7.The Contractor may be requested to limb up trees,brush and shrubs up to 6 feet or 1/3 of their height,whichever is less.Leaving stubs resulting from cut branches shall be avoided. SP-IO 4-35 8.Selective vegetation thinning (NOT complete brush removal)is the intent of the fuel modification program,and thus vegetation removal shall be limited to the guidelines of the Los Angeles County Department of Agricultural Commissioner/Weights and Measures and Los Angeles County Fire Department Inspectors.Native vegetation shall not be harmed or removed unless necessary to meet these brush clearance guidelines. The Contractor shall coordinate with biological staff to ensure bird nesting requirements are met. 9.Appropriate harnesses,ropes,and safety equipment shall be provided and used by the Contractor at all times necessary (i.e.to clear fuel reduction zones in steep slope areas).The Contractor is responsible for providing and using hand-operated brush clearance equipment that has appropriate (spark resistant,etc.)safeguards intended for brush clearance use in fire-prone areas. 10.The Contractor shall notify the Director of Public Works,or his authorized representative,immediately upon finding any unexpected hazards when performing brush clearance (bee hives,off-leash dogs,etc.)so that appropriate actions can be taken. SP-ll 4-36 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 10 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 ajointventure 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 SP-12 4-37 order issued to,a contractor who is not licensed 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.:_ Class:_ Expiration Date:_ Date:_ Signature:_ SP-13 4-38 DESIGNATION OF SUBCONTRACTORS [Public Contract Code 4104] Public Contract Code 4104 provides as follows: Any officer,department,board or commission taking bids for the construction of any public work or improvement shall provide in the specifications prepared for the work or improvement or in the general conditions under which bids will be received from the doing of the work incident to the public work or improvement that of any person making a bid or offer to perform the work,shall,in his or her bid or offer,set forth: (a)The name and the location of the place of business of each subcontractor who will perform work or labor or render service to the prime 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 prime contractor,specially 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 of 1 percent of the prime 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 of 1 percent of the prime contractor's total bid or ten thousand dollars ($10,000), whichever is greater. (b)The portion of the work,which will be done by each subcontractor under this act. The prime contractor shall list only one subcontractor for each portion as is defined by the prime contractor in his or her bid. Subcontractor's Name and Address and Telephone No. Contract Name SP-14 Portion of Work and Percent of Total Bid 4-39 CONTRACTOR'S INDUSTRIAL SAFETY RECORD Record Last Five (5)Full Years: 1.No.of contracts 2.Total dollar amount of contracts (in thousands of $ *3.No.of fatalities *4.No.of lost workdav cases *5.No.of lost workday cases involving permanent transfer to another job or termination of employment Year of Record 20_20_20_20_ 20_Total Current Year The information required for these items is the same as required for Columns 3 to 6,Code 10,Occupational Injuries,Summary • Occupational Injuries and Illnesses No.102. The above information was compiled from the records that are available to me at this time,and I declare under penalty of perjury that the information is true and accurate within the limitations of those records. Name of Bidder (print) Address City Zip Code SP-15 Signature State Contractor's Lic.#&Classification Telephone 4-40 AGREEMENT FOR AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES THIS AGREEMENT ("Agreement")is made and entered this _day of ,2010,by and between the CITY OF RANCHO PALOS VERDES,hereinafter referred to as "City"and the LOS ANGELES CONSERVATION CORPS,hereinafter referred to as "Contractor." IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto mutually agree as follows: 1.Scope of Services.Contractor shall provide the services for AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES,as described in the Plans and Specifications,attached hereto and incorporated herein by this reference.In the event of any conflict between the terms of the Agreement and the Plans and Specifications,the terms of the Agreement shall be controlling. 2.Term of Agreement.The Agreement shall commence on July 1,2010 and shall expire three (3) years thereafter,unless sooner terminated pursuant to the Section 4 of this Agreement.After the three-year initial term,the Agreement may be renewed up to three (3)times for one (1)year terms by mutual written agreement. 3.Compensation.In consideration of the services rendered hereunder for the first year of the initial three-year Agreement,City shall pay Contractor a total compensation not to exceed one hundred and twenty-five thousand dollars ($125,000).Contractor shall be paid according to the prices as submitted in Contractor's Proposal,attached hereto and incorporated herein. Payments shall be made in accordance with the "Measure and Payment"section of the Special Provisions in the Plans and Specifications.If there is an increase in the Consumer Price Index ("CPI")in the Los Angeles area in the second and/or third year(s)of the initial three-year Agreement,Contractor may request in writing by April 1,2011 (for the second year)or by April 1, 2012 (for the third year)an increase in the annual Agreement amount in accordance with the CPI increase as calculated during the preceding twelve (12)months.If there is no increase in CPI in the second and/or third year(s)of the initial three-year Agreement,Contractor shall not request an increase in the annual Agreement amount of $125,000. 4.Termination.This Agreement may be terminated by the City with cause upon thirty (30)days written notice and without cause by either party upon 120 days written notice.Notice shall be deemed served if completed in compliance with the "Notice"section in the General Provisions in the Plans and Specifications.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. 5.Personnel.Contractor represents that it has,or shall secure at its own expense,all personnel required to perform Contractor's services under this Agreement.Contractor shall make reasonable efforts to maintain the continuity of Contractor's supervisory staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all changes to supervisory staff members who will perform such services. 6.Legal Action.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. 7.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 C -1 4-41 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. 8.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 defend,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 defend,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 fees 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. 9.Titles.The titles used in this Agreement are for general reference only and are not part of the Agreement. 10.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. 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. 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 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. 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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. C-2 4-42 Dated:_ Dated:_ ATTEST: CITY CLERK C-3 LOS ANGELES CONSERVATION CORPS BY:------------ BY:------------ CITY OF RANCHO PALOS VERDES A Municipal Corporation BY:------------MAYOR 4-43 THE 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.Bya 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.Bya 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. STATE OF ) )55. 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) C-4 4-44 INSURANCE REQUIREMENTS FOR THE CITY OF RANCHO PALOS VERDES PUBLIC WORKS CONTRACT The Contractor shall at all times,during the term of this contract,carry,maintain and keep in full force and effect,a policy or policies of comprehensive public liability insurance with an insurance company admitted to write insurance in California,or carriers with a rating of,or equivalent to,A:VII by A.M.Best &Company to,and approved by,the Director of Public Works and City Attorney,within minimum limits of one Million Dollars ($1,000,000.00) combined single limit coverage with an aggregate of Two Million Dollars ($2,000,000.00) against any injury,death,loss or damage as a result of wrongful or negligent acts or omissions by the Contractor,its officers,employees,agents,and independent contractors in performance of services under this agreement;(2)Automotive liability insurance with a minimum combined single limits coverage of One Million Dollars ($1,000,000.00)with an aggregate of Two Million Dollars ($2,000.000.00);and (3)workers'compensation insurance as required by law.The contractor shall at all times during the term of this contract carry, maintain and keep in full force and effect a policy or policies of workers'compensation insurance and shall provide to the City evidence of such coverage in the form set forth herein.The City,its officers,employees,attorneys,and volunteers shall be named as additional insured on the policy (ies)as to comprehensive general liability,automotive liability,and worker's compensation coverage's. d)All insurance policies shall provide that the insurance coverage shall not be non- renewed,canceled,reduced,or otherwise modified (exceptthrough the addition of additional insured to the policy)by the insurance carrier without the insurance carrier giving the City thirty (30)day's prior written notice thereof.The Contractor agrees that it will not cancel,reduce,or otherwise modify said insurance coverage. e)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 the 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 to the Contractor. f)The Contractor shall submit to the City (1)insurance certificate indicating compliance with the minimum worker's 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-5 4-45 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 insured and that the same are in force at this time: 1.This certificate is issued to: The City of Rancho Palos Verdes City Hall 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 2.The insured 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 insured 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:_-:-:---:---------- It's Authorized Representative C-6 4-46 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)of the California Labor Code relating to public works and the awarding public agency ("Agency")and agrees to be bound by all the applicable 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 living rates of wages to workers and the penalties for failure to pay living wages,unless Contractor can provide proof that it is exempt from these Sections.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 living 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.As applicable,Contractor agrees to comply with the provisions of California Labor Code Section 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.As applicable,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 I will comply with such provisions before commencing the performance of the work of this contract." Date Signature _ C-7 4-47 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION ContractlAgreementlLicense/Permit No.or description: LOS ANGELES CONSERVATION CORPS AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES FACILITIES 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 Indemnitees may have under the law.Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision,and an entry of judgment against an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision.Indemnitor shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision.Notwithstanding the foregoing,nothing in this instrument shall be construed to encompass (a)Indemnitees'sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code 2782(a)or (b)the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code 2782(b).This indemnity is effective without reference to the existence or applicability of any insurance coverage's,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 C-8 Name _ By:_ Its 4-48 ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of named insured (''Named Insured'): Name and address of Insurance Company ("Company'): AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES 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 City of Rancho Palos Verdes --:---:---:-----:_ ("Public Agency"),its elected officials,officers,attorneys,agents,employees,and volunteers are additional insured (the above named additional insured are hereafter referred to as the "Additional Insured")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 Insured have no liability for the payment of any premiums or assessments under the Policy. 2.The insurance coverage's afforded the Additional Insured under the Policy shall be primary insurance,and no other insurance maintained by the Additional Insured shall be called upon to contribute with the insurance coverage's 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 Insured. 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 Insured,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 C-9 4-49 regardless of any prior,concurrent,or subsequent active or passive negligence by the Additional Insured. 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 FROMITO LIMITS OF LIABILITY 11.Scheduled items or locations are to be identified on an attached sheet.The following inclusions relate to the above coverage's.Includes: D Contractual Liability D Owners/LandlordslTenants D Manufacturers/Contractors D Products/Completed Operations D Broad Form Property Damage D Extended Bodily Injury D Broad Form Comprehensive General Liability Endorsement D Explosion Hazard D Collapse Hazard D Underground Property Damage D Pollution Liability D Liquor Liability D _ D _ D 12.A D deductible or D self-insured retention (check one)of $_ applies to all coverage(s)except:__~~-:--_ (if none,so state).The deductible is applicable D per claim or D per occurrence (check one). 13.This is an D occurrence or D claims made policy (check one). 14.This endorsement is effective on at 12:01 a.m.and forms a part of Policy Number _ C -10 4-50 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 -11 Signature of Authorized Representative (Original signature only;no facsimile signature or initialed signature accepted) 4-51 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: AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES 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 City of Rancho Palos Verdes --:---:---:----:_ ("Public Agency"),its elected officials,officers,attorneys,agents,employees,and volunteers are additional insured (the above named additional insured are hereafter referred to as the "Additional Insured")under the Policy in relation to those activities described generally above with regard to operations performed byoron behalf of the Named Insured.The Additional Insured have no liability for the payment of any premiums or assessments under the Policy. 2.The insurance coverage's afforded the Additional Insured under the Policy shall be primary insurance,and no other insurance maintained by the Additional Insured shall be called upon to contribute with the insurance coverage's 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 or executed in conjunction with the written agreement(s)or permit(s)designated above,between the Named Insured and the Additional Insured. 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. C -12 4-52 7.Company hereby waives all rights of subrogation and contribution against the Additional Insured,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 Insured. 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: Public Works Director The 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 11.Scheduled items or locations are to be identified on an attached sheet.The following inclusions relate to the above coverage's.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.A 0 deductible or 0 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 0 occurrence or 0 claims made policy (check one). 14.This endorsement is effective on at 12:01 a.m.and forms a part of Policy Number C -13 4-53 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 -14 Signature of Authorized Representative (Original signature only;no facsimile signature or initialed signature accepted) 4-54 ADDITIONAL INSURED ENDORSEMENT EXCESS LIABILITY Name and address of named insured (''Named Insured'): Name and address of Insurance Company ("Company'): AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES 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 City of Rancho Palos Verdes -:--_---;---;----;"----:_ ("Public Agency"),its elected officials,officers,attorneys,agents,employees,and volunteers are additional insured (the above named additional insured are hereafter referred to as the "Additional Insured")under the Policy in relation to those activities described generally above with regard to operations performed byoron behalf of the Named Insured.The Additional Insured have no liability for the payment of any premiums or assessments under the Policy. 2.The insurance coverage's afforded the Additional Insured under the Policy shall be primary insurance,and no other insurance maintained by the Additional Insured shall be called upon to contribute with the insurance coverage's 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 Insured. 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 Insured,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 Insured. 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 -15 4-55 9.This endorsement and all notices given hereunder shall be sent to Public Agency at: Public Works Director The 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 °Following Form °Umbrella Liability 0 _ POLICY PERIOD FROMITO LIMITS OF LIABILITY 11.Applicable underlying coverage's: INSURANCE COMPANY POLICY NO.AMOUNT 12.The following inclusions,exclusions,extensions or specific provisions relate to the above coverage's: 13.A °deductible or °self-insured retention (check one)of $_ applies to all coverage(s)except:_ (if none,so state).The deductible is applicable °per claim or °per occurrence (check one). 14.This is an °occurrence or °claims made policy (check one). 15.This endorsement is effective on at 12:01 a.m.and forms a part of Policy Number _ C -16 4-56 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 -17 Signature of Authorized Representative (Original signature only;no facsimile signature or initialed signature accepted) 4-57