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Saber Foundation Repair - FY2019-031 CITY OF RANCHO PALOS VERDES PUBLIC WORKS AGREEMENT FOR POINT VICENTE INTERPRETIVE CENTER EXTENSION WALL REPAIR THIS PUBLIC WORKS AGREEMENT ("Agreement") is made and entered into this 28 day of January, 2019, by and between the City of Rancho Palos Verdes, a California municipal corporation herein ("City") and Saber Foundation Repair("Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Warranty. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. Contractor warrants all work under the Agreement to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or nonconformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at his sole cost and expense. The 1-year warranty may be waived in Exhibit "B" if the services hereunder do not include construction of any improvements or the supplying of equipment or materials. 1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a 01203.0006/532434.1 1 conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Seven thousand Dollars ($7,000) ("Contract Sum"). 2.2 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City. City will use its best efforts to cause Contractor to be paid within forty-five (45) days of receipt of Contractor's correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum, or in the time to perform of up to one hundred eighty(180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. 2.4 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall determine the applicable prevailing rates and make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with 2 01203.0006/532434.1 the Prevailing Wage Laws. The provisions of this Section may be waived in Exhibit "B" if inapplicable to the serves provided hereunder. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30)days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor's work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor's work within forty five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Article 5,pertaining to indemnification and insurance, respectively. 3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). 4. COORDINATION OF WORK 4.1 Representative of Contractor. Curtis Larson is hereby designated as being the representative of Contractor authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of 3 01203.0006/532434.1 Contractor and any authorized agents shall be under the exclusive direction of the representative of Contractor. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Nasser Razepoor is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). The City Manager shall have the right to designate another Contract Officer by providing written notice to Contractor. 4.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Contractor's indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. a. General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. b. Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. c. Profcssional liability (crrors & omissions) in3urancc. Contractor' • •- •.• • . .• i . -- u-. . .- u•.•u .. . ••• . • 4. lia .- .. . •• •. .- /VA- - 4 01203.0006/532434.1 d. Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). e. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. f. Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. a. Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. b. Duration of coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. c. Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. d. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City_may cancel this Agreement. e. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or 5 01203.0006/532434.1 larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. f. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. g. Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. h. Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. i. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. j. Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. k. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 1. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. m. Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage 6 01203.0006/532434.1 and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. n. Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation. o. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. p. Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. q. Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent provided by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents against, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work or services of Contractor, its officers, agents, employees, agents, subcontractors, or invitees, provided for herein ("indemnitors"), or arising from Contractor's indemnitors' negligent performance of or failure to perform any term, provision, covenant, or condition of this Agreement, except claims or liabilities to the extent caused by the negligence or willful misconduct of the City indemnitees. 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 7 01203.0006/532434.1 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Contractor shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives the City notice of such court order or subpoena. (c) If Contractor provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify the City should Contractor be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. The City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Contractor. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Contractor in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Contractor with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire"for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in 8 01203.0006/532434.1 relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated 9 01203.0006/532434.1 (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.6 j uidatcd Damag. Since the determination of actual-damages for a delay in performance of this Agreement would be extremely difficult or impractical to ,- -rmine in the event of a breach of this Agreement, the Contractor and its sureties • , se liable for an shall pay to the City the sum of ollars ($ ) as liquidated damages for each working day of delay in •- •erformance of any service required hereunder, as specified in the Schedule of '- - . ance (Exhibit "D"). The City may withhold from any monies payable on ace. - of services performed by the Contractor any accrued liquidated damages. Pur to Government Code Section 4215, Contractor shall not be assessed liquid. -: •amages for delay in completion of the project when such delay was caused •ro of the public agency or owner of the utility to provide for removal or rel,-“tiori of uti Ity faeilitic3. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color creed, religion, sex, marital status, national origin, or ancestry. 8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the Chief Administrative Officer and to the attention of the Contract Officer, at City of Bell City Hall, 6330 Pine Avenue, Bell, California 90201 and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the 10 01203.0006/532434.1 parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [Signatures on the following page.] 11 01203.0006/532434.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation WtAf • City Manager ATTEST: ity C1e APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP City Attorney • CONTRACTOR: SABER FOUNDATION REPAIR 0-0.400 - )CE./1i4•-/ Title:/.42- S By: Name:,c-,2,4Nt •IIOE•sNti/ Title: Ste— Address: ce— Address: 41351 Dan ST Mu%2.V-1Etot CA 9251, Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY 12 01203.0006/532434.1 *cd6L1 Nt\ c0,0\itii3')N CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On _ , 2019 before me, _ , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL A Though th- •.ta below is not required by law, it may prove valuable to persons relying on the docum- and could prevent fraudu - . reattachment of this form CAPACITY C MED BY SIGNER DESCRIPTION OF AT - CHED DOCUMENT El INDIVIDUAL El CORPORATE OFFICER TLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) El LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT El TRUSTEE(S) El GUARDIAN/CONSERV• OR ❑ OTHER _ DATE b DOCUMENT SIGNER IS RE' ' SENTING: (NAME OF ' -'SON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED :OVE 01203.0006/532434.1 CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT A notarypublic or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California ) County of R'oter5 d ) On I �i before me, � " S P�� LLP 6 (1ig7ubl i (here insert name and title of the officer) personally appeared rct O - r 0 a°Y) Li Cl'1 who proved to me on the basis of satisfactory evidence to be the persons)whose name(s`)mare subscribed to the within instrument and acknowledged to me that (hyo/she/they executed the same in 6 /her/their authorized capacity(ie 1, and that by hl /her/their signature ) on the instrument the person.()), or the entity upon behalf of which the person)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the >� BOBBIE SEPULVEDA • `' COMM. #23491 State of California that the foregoing paragraph is true and correct. z a yoyy Public• allornia3 oz Riverside '''' r Comm. Nov.25,2019 WITNESS my hand and official seal. t SignatureCSbits\s. s v�2 (Seal) Although the information in this section is not required by law,it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of Attached Document Additional Information The preceding Certificate of Acknowledgment is attached to a document Method of Signer Identification titled/for the purpose of C%lr� V IC un Gk D Mk loS kiero(QS Proved to me on the basis of satisfactory evidence: 0 form(s)of identification 0 credible witness(es) b1'1 U Us)Ode-S �rgr-eQrn�n Notarial event is detailed in notary journal on: containing pages,and dated 9-/D-0 170 t l Page# Entry# The signer(s) capacity or authority is/are as: Notary contact: ❑ Individual(s) Other ❑ Attorney-in-Fact ❑ Additional Signer(s) ❑ Signer(s)Thumbprint(s) ❑ Corporate Officer(s) Title(s) ❑ ❑ Guardian/Conservator ❑ Partner-Limited/General ❑ Trustee(s) ❑ Other: representing: Name(s)of Person(s)or Entity(ies)Signer is Representing ©Copyright 2007-2017 Notary Rotary,PO Box 41400,Des Moines,IA 50311-0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form. EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform all of the work stated in the Contractor's Proposal, attached hereto as Exhibit A-1, and incorporated by reference, and comply with all of the specifications and requirements of the City for the project entitled Point Vicente Interpretive Center Extension Wall Repair, including any documents or exhibits referenced therein. II. Brief description of the work to be performed: A. Contractor to excavate to bottom of the wall foundation, clean and prepare footing and install retrofit bracket. B. Hydraulically drive pier sections to an appropriate depth of load bearing strata. Install each pier to the specified design load needed to lift/stabilize the structure. C. Lock the pier system in place and backfill with 2500 psi concrete. D. Monitor and document installation pressures for each pier and provide data to City. E. Replace concrete slab-on-grade with new concrete with broom finish. III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports: A. Upon installation of each pier, Contractor shall provide a report with the installation pressures for each pier and include the wall deflection. IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook(WATCH), latest edition. 01203.0006/532434.1 A-1 EXHIBIT A-1 CONTRACTOR'S PROPOSAL 01203.0006/532434.1 EXHIBIT A-1 Saber 41375 Date St Murrieta,CA 92562 Contact:Jose Sanchez Ce11:951.970.6332 SMP.�; 4� N SatFax _ _ m www.saberfoundations.com Licence :826234 SUBMITTED TO: Department of Public Works Nasser Razepoor 30940 Hawthorne Blvd. Phone:310.544.5307 Rancho Palos Verdes,CA 90275 Email:nrazepoor@rpvca.gov BID SUMMARY Project Name: Point Vicente Interpretive Center Extension Wall Repair BID AMOUNT Project Location: 31501 Palos Verdes Drive West Rancho Palos Verdes,CA $7,000.00 90275 Bid Date: December 20,2018 SCOPE OF WORK This proposal submittal includes all labor,materials,equipment and site supervision required to install Push Piers/Concrete as specified for the above referenced project.This proposal/quote is valid for 30 days. PRODUCTS (1)PP288 Push Piers(Galvanized) (1)Low-Profile Underpinning Bracket w/48"Sleeve (1)PP288 4'Starter Tube (2)PP288 3'Pier Tube Concrete (1)Concrete Replace per cu.yd. INSTALLATION PP288 Push Piers(Galvanized) • Excavate to bottom of foundation,clean and prepare footing,install retrofit foundation bracket. • Hydraulically drive pier sections to an approximate depth of 10 feet,or load bearing strata.Install each pier to the specified design load needed to stabilize/lift the structure. • Lock the pier system in place and backfill with concrete. • Monitor and document installation pressures for each pier and provide data to the client. Concrete • Replace Concrete:Pour new gray concrete with broom finish.Saber will require a water source for mixing of concrete and cleaning of tools. QUALIFICATIONS PP288 Push Piers(Galvanized) • An additional charge of$35.00 per foot will be added if piers must be installed to a depth more than(10 feet)in order to reach the design load. • If any piers are needed beyond what is stated in this proposal or shown on the drawings,an additional charge of$2,000.00 will be added per pier,for a depth up to 10 feet.Additional piers will only be installed following client approval. • Due to the nature of the work,we can not guarantee a perfect lift,however we will lift as close as possible to the desired lift height/benchmark. Concrete • All areas where work is to be preformed must be dry. Other Qualifications • The customer is responsible for providing proper access for Saber's installation equipment. • If Saber should encounter impassible unforeseen obstructions during pier installation,we will contact the owner to discuss the best alternative installation procedure.Core drilling or pier relocation are typical options. • If pre-drilling is required,an additional cost of$3,000 will be charged per Push Pier/65222. • Due to the lack of proper soil information,Saber reserves the right to change the pile configuration and associated costs,if any,based upon actual site conditions in order to achieve the required pile capacities. • Price reflects footing depths of up to 24"from current grade.Additional excavation depths are required for proper pier installation.For each additional foot of excavation between 24"-48"an additional charge of$100 per additional foot will be incurred.Costs associated with footing depths beyond 48"will be determined based upon approved shoring/engineering plans. • Acceptance Terms-Your signature indicates the following.The prices proposed,specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified.We jointly and severally agree to pay material upon delivery,and final upon completion of the job.We acknowledge that projects that are in duration of an excess of 30 calendar days will be obligated to progress billing and payments.Progress bills will be submitted by the 25th of the month and due upon receipt.**My signature indicates that I am authorized and accept the terms of this Proposal** • Final payment due upon project completion. EXCLUSIONS • Damage to underground utilities,drains,sprinklers,lighting or mechanical and electrical ductwork/conduits.Dig Alert will be contacted to mark public utilities prior to start of work. • Any disposal of excavated materials or landscaping in work area. • Engineering costs,permit costs,special inspectors costs which may be required by the issuing building department.All costs to move,remove or replace utilities,public or private,under and around the structure in the work area if needed.Insurance premiums exceeding our policy limits of $1,000,000/$2,000,000,bond premiums. • If you require insurance premiums exceeding our policy limits of$1,000,000/$2,000,000,bond,a quote will be provided to you and a change order issued in the amount of the increased fees. • Structural or cosmetic damages due to the installation process. • Prevailing wage rates. • Providing traffic control services(if applicable). Saber Acceptance of Proposal-The prices proposed,specifications and conditions are satisfactory and are hereby accepted.You are authorized to do the work as specified.We jointly and severally agree to pay material upon delivery,and final payment due upon completion of the job.We acknowledge that projects that are in duration of an excess of 30 calendar days will be obligated to progress billing and payments. Progress bills will be submitted by the 25th of the month and due upon receipt.**My signature indicates that I am authorized and accept the terms of this Proposal** SIGNATURE: SIGNATURE: DATE: January 03,2019 DATE: Page 1 of 1 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, deleted text is indicated in strip. Section 5.1, Insurance, is amended to read: A. Insurance Coverages. Without limiting Contractor's indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. B. General liability insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. C. Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. D. . . - •- - . • - - - professional liability insurance that covers the Services to be performed in • ' - • -- - -- -. _ t-- III -- and in the aggregate. Any policy inception date, continuity date, or retroactive date must be beforc the effective date of this Agreement and Contractor agrees to ••- - -. . .. _ . . _ a period no less than three (3) years after completion of the services required by this Agreement. E. Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000). F. Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each 01203.0006/532434.1 B-1 subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. G. Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". II. Section 7.6, Liquidated Damages, is deleted in its entirety. 01203.0006/532434.1 B-2 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform all work for a flat rate of$7,000, to be paid upon completion of the work and acceptance by the City. II. .-A-retention -of e pmt (5%) shad be held fxam each payment as a NOT APPLICABLE. III. Within the budgeted amounts for each item on the Proposal, and with the approval of the Contract Officer, funds may be shifted from one item's subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 2.3. IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum provided in Section 2.1 of this Agreement. 01203.0006/532434.1 C-1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall perform all services timely in accordance with the following schedule. Prior to the Notice to Proceed, the Contractor shall submit a project schedule to the City's Contract Officer for approval. Days to Deadline Date Perform A. Installation 2 Days February 2019 of Piers II. Contractor shall deliver the following tangible work products to the City by the following dates. A. Daily Reports will be delivered to the City, and must be accepted prior to any progress payment up until the date the work is being invoiced for. B. Certified payroll will be delivered to the City, upon completion of the project. Certified payroll must be delivered and accepted prior to any progress payment up until the date for which work is being invoiced. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0006/532434.1 D-1