CC SR 20210420 F - Award Contracts for Caddington Area 9
CITY COUNCIL MEETING DATE: 04/20/2021
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to award a contract for construction of the ADA
Access Improvements – Caddington Area 9 Project and inspection services.
RECOMMENDED COUNCIL ACTION:
(1) Approve the construction plans and contract documents for the ADA
Improvements – Caddington Area 9 Project, which are on file in the Department
of Public Works;
(2) Award a Construction Agreement to NR Development, Inc., in the not-to-exceed
amount of $103,500 for the construction of curb ramps for ADA access;
(3) Authorize the City Manager or Director of Finance to execute change orders up
to an additional 10% of the construction costs (not to exceed $10,350) as
contingency funds for potential unforeseen conditions;
(4) Award a Professional Services Agreement to Southern California Electrical Firm,
in the not-to-exceed amount of $12,500 for construction inspection services;
(5) Authorize the Mayor and City Clerk to execute the Construction Agreement and
Professional Services Agreement, in forms approved by the City Attorney; and
(6) Approve an additional appropriation of $30,375.
FISCAL IMPACT: The total project cost will be $180,975, and Staff is requesting an
additional appropriation of $30,375. Approximately $60,000 of unallocated CDBG grant
funds from prior fiscal years is available to appropriate.
Amount Budgeted: $150,600
Additional Appropriation: $30,375
Account Number(s): 310-400-8810-8802 $113,850
(CDBG – Other Improvements)
310-400-8810-8006 $12,500
(CDBG – Inspection)
310-400-8810-8001 $30,000
(CDBG – Prof/Tech Services)
310-400-8810-8005 $24,625
(CDBG – Engineering Design)
ORIGINATED BY: Sean Lopez, Assistant Engineer
REVIEWED BY: Ron Dragoo, PE, Principal Engineer
APPROVED BY: Ara Mihranian, City Manager
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ATTACHED SUPPORTING DOCUMENTS:
A. Construction Agreement – NR Development (page A-1)
B. Professional Services Agreement – Southern California Electrical Firm
(page B-1)
C. Proposal from Southern California Electrical Firm (page C-1)
BACKGROUND AND DISCUSSION:
The City of Rancho Palos Verdes has participated in the Los Angeles Urban County’s
Community Development Block Grant (CDBG) Program since 1986. The U.S.
Department of Housing and Urban Development (HUD) established this program to
fund local community development projects that principally benefit persons of low- and
moderate-income levels and/or aid in preventing blighted conditions in the communities.
The projects’ goal is to meet the HUD program objectives to provide housing, economic,
and community development opportunities.
The City’s annual grant allocation is determined by a formula that considers poverty,
population, housing overcrowding, age of housing stock, population growth , and the
number of cities participating in the countywide program. The formula results in a typical
grant allocation to the City of approximately $150,000 because of the City’s
demographics.
The City has typically allocated its CDBG grant funds toward installing Americans with
Disabilities Act (ADA) compliant curb ramps and associated infrastructure, which is an
eligible use of the grant funds because it provides for community development
opportunities that meet HUD’s program objectives (portions of the grant funds have
more recently been allocated for social programs serving the City’s aging population).
Staff recommends continuing to appropriate CDGB grant funds towards access
improvement projects because of the need for ADA compliant curb ramps in various
areas of the City.
Staff evaluates the need for curb ramp access improvements around schools, shopping
centers, along transit routes, and where requests have been received from residents.
Neighborhoods needing access improvements are selected based on these criteria, and
requests from residents are considered a higher priority and are addressed first.
Accordingly, Staff identified a viable CDBG project, described in more detail below and
in Attachment A.
Proposed FY2020-2021 CDBG Budget
The Los Angeles County Development Authority (LACDA) recently informed the City
that its preliminary Fiscal Year 2020-21 CDBG funding allocation is $150,591, of which
$30,119 (or 20%) may be used for administrative costs.
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Description of Proposed FY 2020-21 CDBG Project
For FY 2020-21, Staff recommends that the City’s CDBG allocation be appropriated
toward a project to install ADA compliant curb access ramps at 11 locations within the
Caddington Drive neighborhood. The current condition of raised curbs creates a barrier
that impedes access for the mobility impaired. Figure 1 below in yellow shows the
location of the project, and Figure 2 shows the specific intersections.
Figure 1: Project Vicinity Map
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Figure 2: Project Location Map
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Construction plans, specifications, and a construction cost estimate were prepared and
reviewed by LACDA. The project was publicly advertised, and sealed bids were
received and opened on December 16, 2020. NR Development, Inc. submitted the
lowest responsive and responsible bid of six received. The following table summarizes
the bids received:
BID SUMMARY
Construction Companies Bid Amount
NR Development, Inc. $ 103,500.00
FS Contractors, Inc. $ 106,450.00
CJ Concrete Construction, Inc. $ 116,395.00
Alfaro Communications Construction, Inc. $ 129,368.00
Onyx Paving Company, Inc. $ 155,000.00
All American Asphalt $ 219,752.00
Staff has verified NR Development, Inc.’s references and found its past performance to
be satisfactory. Its bid, bonds, and insurance documents are in order and its
contractor’s license is current. Accordingly, Staff recommends awarding a construction
agreement to NR Development, Inc. for their proposed amount plus a 10% construction
contingency ($10,350) totaling $113,850.
A request for proposals was sent to qualified consultants for a professional services
agreement for construction oversight inspection services (the requests for proposal did
not use the revised template because they were issued prior to completion of that
template). Staff received three (3) proposals and based on the evaluation criteria
presented in the request for proposals, Southern California Electrical Firm was selected.
The total cost for project oversight inspection services based on the firm’s proposal is
$12,500.
A complete list of the ADA Access Improvements Caddington Area 9 project budget is
as follows:
8810 - CDBG ADA Improvements - Caddington
Budget Actual Balance Notes
150,600.00
30,315.00 Pending CC approval 4/20/2021
Total Project Budget 180,915.00
8005 Engineering Design 24,565.00 24,565.00 -
8802 Improvements 103,500.00 - 103,500.00 Pending CC approval 4/20/2021
8802 Improvements - Contingency 10,350.00 - 10,350.00 Pending CC approval 4/20/2021
8006 Inspection 12,500.00 - 12,500.00 Pending CC approval 4/20/2021
8001 ADA Improvements Prof/Tech 30,000.00 27,169.00 2,831.00
Total Project Costs 180,915.00 51,734.00 129,181.00
Project Total -$ 51,734.00$ 129,241.00$
Description
Original Project Budget
Additional Appropriation - CDBG Fund
Project Costs:
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CONCLUSION:
Staff recommends approving the construction plans and contract documents for the
ADA Improvements – Caddington Area 9 Project, awarding a construction contract to
NR Development, Inc., in the not-to-exceed amount of $103,500 with a contingency of
$10,350 for potential unforeseen conditions, and awarding a professional services
agreement to Southern California Electrical Firm, in the not-to-exceed amount of
$12,500 for construction inspection services.
ALTERNATIVE:
In addition to the Staff recommendations, the following alternative action is available for
the City Council’s consideration:
1. Reject all bids and re-advertise the construction project.
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01203.0006/705621.1
PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
NR DEVELOPMENT, INC.
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AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
NR DEVELOPMENT, INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made
and entered into this 20th day of April, 2021 by and between the City of Rancho Palos Verdes, a
California municipal corporation (“City”) and NR Development, Inc., a California corporation
(“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or
“Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Agreement, the Contractor shall
provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or “work”
hereunder. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the work required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated herein.
Contractor shall at all times faithfully, competently and to the best of its ability, experience and
talent, perform all services described herein. Contractor covenants that it shall follow the highest
professional standards in performing the work and services required hereunder and that all
materials will be both of good quality as well as fit for the purpose intended. For purposes of this
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Agreement, the phrase “highest professional standards” shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the “General Provisions” and “Special Provisions”
in the bid documents for the project entitled Access Improvements Caddington Area 9, including
any documents or exhibits referenced therein (collectively, “bid documents”), all of which are
incorporated herein by this reference. In the event of any inconsistency between the terms of the
bid documents and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services
hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity having jurisdiction in effect at the time
service is rendered.
1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the
extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of
the prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Contractor acknowledges
receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing
rate of per diem wages, and Contractor shall post a copy of the same at each job site where work
is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall
comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning
the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing
wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each
calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined
by the DIR for the work or craft in which the worker is employed for any public work done
pursuant to this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as s pecified
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in Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the
provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations
Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of
its subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8)
hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor
Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be
bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work
excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for
each worker employed in the performance of this Agreement by the Contractor or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant
to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8)
hours per day, and forty (40) hours during any one week shall be permitted upon public work upon
compensation for all hours worked in excess of 8 hours per day at not less than one and one-half
(1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and
3700 provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Contractor 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.”
Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every
subcontractor who will perform work under this Agreement, Contractor shall be responsible for
such subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Contractor shall be required to take all
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actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations, and approvals as may be required by law for the performance of the services required
by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and
taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are
necessary for the Contractor’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor
(i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that Contractor has or will investigate
the site and is or will be fully acquainted with the conditions there existing, prior to commencement
of services hereunder.
(b) Contractor shall promptly, and before the following conditions are
disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous
waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class
I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent
conditions, materially different from those indicated; or (iii) unknown physical conditions at the
site of any unusual nature, different from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in this Agreement, and will materially affect the
performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that
the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase
in Contractor’s cost of, or the time required for, performance of any part of the work, shall issue a
change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor
whether the conditions materially differ, or involve hazardous waste, or cause a decrease or
increase in Contractor’s cost of, or time required for, performance of any part of the work,
Contractor shall not be excused from any scheduled completion date set, but shall proceed with all
work to be performed under the Agreement. Contractor shall retain any and all rights provided
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either by contract or by law, which pertain to the resolution of disputes and protests between the
contracting parties.
(e) City will compensate Contractor to the extent required by
Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and
maintaining storage facilities, 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 caused by City’s
own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall
not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials
which have been installed or delivered and which may be necessary for the completion of the work.
1.8 Warranty.
Contractor warrants all work under the Agreement (which for purposes of this
Section shall be deemed to include unauthorized work which has not been removed and any
non-conforming materials incorporated into the work) 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 non-conformance of the work to the Agreement,
commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty
at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an
emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace
any portions of the work (or work of other contractors) damaged by its defective work or which
becomes damaged in the course of repairing or replacing defective work. For any work so
corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for an
additional one year period, commencing with the date of acceptance of such corrected work.
Contractor shall perform such tests as the City may require to verify that any corrective actions,
including, without limitation, redesign, repairs, and replacements comply with the requirements of
the Agreement. All costs associated with such corrective actions and testing, including the
removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall
be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors,
suppliers and manufacturers with respect to any portion of the work, whether express or implied,
are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not
such warranties and guarantees have been transferred or assigned to the City by separate agreement
and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the
City. In the event that Contractor fails to perform its obligations under this Section, or under any
other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the
City shall have the right to correct and replace any defective or non -conforming work and any
work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.
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Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon
demand.
1.9 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.10 Additional Work and Change Orders.
(a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra
work may be undertaken unless a written change 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 (“Change Order”). All Change Orders must be signed by the Contractor and Contract
Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one
hundred eighty (180) days; and does not materially affect the Work and which are not detrimental
to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in
accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in
the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such
work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract
Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work
of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of
workers and subcontractors performing the work for the Change Order at the time such work is
done. The use of labor classifications that would increase the cost of such work shall not be
permitted.
(ii) Materials and Equipment: the cost of materials and
equipment shall be at cost to Contractor or lowest current price which such materials and
equipment are reasonably available at the time the work is done, whichever is lower.
(iii) If the cost of the extra work cannot be agreed upon, the
Contractor must provide a daily report that includes invoices for labor, materials and equipment
costs for the work under the Change Order. The daily report must include: list of names of workers,
classifications, and hours worked; description and list of quantities of materials used; type of
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equipment, size, identification number, and hours of operation, including loading and
transportation, if applicable; description of other City authorized services and expenditures in such
detail as the City may require. Failure to submit a daily report by the close of the next working day
may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day.
(d) It is expressly understood by Contractor that the provisions of this
Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope
of Work may be more costly or time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part
hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor
the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed $103,500 (One Hundred Three Thousand and Five Hundred
Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section
1.10.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of the
services less the contract retention; (iii) payment for time and materials based upon the
Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates
are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the
Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedul e of
Compensation.
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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer
in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall
not be entitled to any additional compensation for attending said meetings.
2.4 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. By submitting an invoice for payment under this Agreement, Contractor is
certifying compliance with all provisions of the Agreement. The invoice shall contain all
information specified in Exhibit “C”, and 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.
Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall, as soon as practicable, 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, or as provided in Section 7.3, City will cause
Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed
invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event that City
does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and
properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent
allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are
disputed by City, the original invoice shall be returned by City to Contractor, not later than seven
(7) days after receipt by the City, for correction and resubmission. Returned invoices shall be
accompanied by a document setting forth in writing the reasons why the payment request was
rejected. Review and payment by the City of any invoice provided by the Contractor shall not
constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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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
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the 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 to 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, Articles 1 and 5, pertaining
to warranty and 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) years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit “D”).
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ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith:
Narek Nadzharyan President
(Name) (Title)
Danielle Bogdanovich Vice President
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation
of the foregoing Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive
direction and control of the Principals. For purposes of this Agreement, the Principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City. Additionally, Contractor shall make every reasonable effort to maintain
the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform
the services required under this Agreement. Contractor shall notify City of any changes in
Contractor’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement, prior to and during any such performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Contractor shall not at any time or in any manner represent
that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials,
officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers,
employees or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Elias Sassoon, Director of Public Works, and Ron
Dragoo, City Engineer, or such person as may be designated by the City Manager. It shall be the
Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of
the performance of the services and the Contractor shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have
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authority, if specified in writing by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.4 Independent 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 herein. City shall have no voice in the selection, discharge,
supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. 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. City shall not in any way or for any purpose become or be deemed to be a
partner of Contractor in its business or otherwise or a joint venturer or a member of any joint
enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals
and employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. All subcontractors shall
obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including
from the City) as may be required by law for the performance of any services or work under this
Agreement. In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for
the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more
than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all
transfers into account on a cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express
consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
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 $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that has
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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) Professional liability (errors & omissions) insurance. Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Contractor agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(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-
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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 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
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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.
(l) 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 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 permitted by law, Contractor agrees to indemnify, defend and
hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
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connection with the negligent performance of the work, operations or activities provided herein of
Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’
reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Contractor will defend any action or actions filed in connection with
any of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys’ fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights,
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor
is not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate similar indemnity agreements with its subcontractors
and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore,
and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Contractor in the performance of professional
services and work hereunder. The provisions of this Section do not apply to claims or liabilities
occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Contractor and shall survive
termination of this Agreement.
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5.4 Notification of Third-Party Claims.
City shall timely notify Contractor of the receipt of any third-party claim relating
to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable
costs incurred in providing such notification.
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the City,
the following:
(a) A performance bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the faithful performance of this
Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of
this Agreement, in the form provided by the City Clerk, which secures the payment of all persons
furnishing labor and/or materials in connection with the work under this Agreement.
Both the performance and labors bonds required under this Section 5.5 shall contain
the original notarized signature of an authorized officer of the surety and affixed thereto shall be a
certified and current copy of his power of attorney. The bond shall be unconditional and remain in
force during the entire term of the Agreement and shall be null and void only if the Contractor
promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and
materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued
by companies qualified to do business in California, rated “A” or better in the most recent edition
of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager
of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more
than 3 years duration, or in the event the Risk Manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk
Manager.
5.7 Substitution of Securities.
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent
securities for any funds withheld to ensure performance under this Agreement may be permitted
at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to
an escrow agreement in a form prescribed by Public Contract Code Section 22300, request
payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor.
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5.8 Release of Securities.
City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided
evidence of satisfaction of all other requirements under Article 5 of this Agreement;
(b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be
made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor
Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise
as required by applicable law.
ARTICLE 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, certified and accurate copies of
payroll records in compliance with all applicable laws, or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of 3 years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Contractor’s business, custody of the
books and records may be given to City, and access shall be provided by Contractor’s successor
in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the
cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor
agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
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6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data,
notes, computer files, reports, records, documents and other materials (the “documents and
materials”) prepared by Contractor, its employees, subcontractors and agents in the performance
of this Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
documents without specific written authorization by the Contractor will be at the City’s sole risk
and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to
such use, reuse or assignment. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors
shall provide for assignment to City of any documents or materials prepared by them, and in the
event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages
resulting therefrom. 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.
6.4 Confidentiality and Release of Information.
(a) 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 City without prior written
authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided
Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Contractor or be present at
any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
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Contractor. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and
to performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes.
(a) Default; Cure. 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, though not reduced, if circumstances warrant. During the period of time that
Contractor is in default, the City shall hold all invoices and shall proceed with payment on the
invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect
to pay some or all of the outstanding invoices during the period of default. If Contractor does not
cure the default, the City may take necessary steps to terminate this Agreement under this Article.
Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed
to result in a waiver of the City’s legal rights or any rights arising out of any provision of this
Agreement.
(b) Dispute Resolution. 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 the City, for a mandatory meet and confer conference upon the request
of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and
for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This
Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s
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obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in
law or in equity, to cure, correct or remedy any default, to recover damages for any default, to
compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to
obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any
contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905
et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum
of $350 (Three Hundred and Fifty Dollars) as liquidated damages for each working day of delay
in the performance of any service required hereunder, as specified in the Schedule of Performance
(Exhibit “D”). The City may withhold from any monies payable on account of services performed
by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215,
Contractor shall not be assessed liquidated damages for delay in completion of the project when
such delay was caused by the failure of the public agency or owner of the utility to provide for
removal or relocation of utility facilities.
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01203.0006/705621.1
7.8 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, except as provided in Section 7.3. 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. 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.
7.9 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 (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.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to
any action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed
to have accrued on commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment.
7.11 Unfair Business Practices Claims.
In entering into this Agreement, Contractor offers and agrees to assign to the City
all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton
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Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700)
of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods,
services or materials related to this Agreement. This assignment shall be made and become
effective at the time the City renders final payment to the Contractor without further
acknowledgment of the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the 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.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Contractor’s performance of services under
this Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any decision
relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation
of any State statute or regulation. The Contractor warrants that it has not paid or given and will not
pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all
persons claiming under or through them, there shall be no discrimination against or segregation
of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ
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01203.0006/705621.1
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing
and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Boulevard, Ranchos Palos Verdes, California 90275 and
in the case of the Contractor, to the person at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All
correspondence relating to this Agreement shall be serialized consecutively.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of
the language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and
exclusive expression of the understanding of the parties. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Contractor and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
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Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect,
in this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Contractor’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that
(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/705621.1
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
____________________________________
Eric Alegria, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONTRACTOR:
NR DEVELOPMENT, INC., a California
corporation
By: _______________________________
Name: Narek Nadzharyan
Title: President
By: _______________________________
Name: Danielle Bogdanovich
Title: Vice President
Address: 12307 Woodruff Avenue
Downey, CA 90241
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.
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01203.0006/705621.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0006/705621.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0006/705621.1 A-1
EXHIBIT “A”
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the “General Provisions” and “Special Provisions” included in the bid
documents for the project entitled ACCESS IMPROVEMENTS CADDINGTON AREA
9, including any documents or exhibits referenced therein.
II. Brief description of the work to be performed:
The general items of work include construction of curb, sidewalk, curb ramps, AC
pavement, landscape and irrigation restoration, and all other items that are required to
complete the work. The work to be done shall include furnishing all materials, equipment,
tools, labor, and incidentals as required by the Plans, Specifications, and Contract
Documents, in the City of Rancho Palos Verdes, California.
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. Daily Reports
B. Certified Payroll
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.
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01203.0006/705621.1 A-2
EXHIBIT “A-1”
ADA ACCESS IMPROVEMENTS – CROSSWALKS IN AREA 9
PROJECT PLANS
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01203.0006/705621.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
I. Section 7.12, CDBG Provisions, is added as follows:
“7.11. CDBG Provisions. This Agreement is subject to the rules and regulations
governing the use of Community Development Block Grants, as articulated in Exhibit
B-1, attached hereto and incorporated herein by reference.”
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01203.0006/705621.1 B-2
EXHIBIT B-1
CDBG-FUNDED CONTRACT REQUIREMENTS, PROVISIONS & CLAUSES
1. AUDIT OR EXAMINATION: Consultant/Contractor shall keep all records of funds received
from City and make them accessible for audit or examination for a period of five (5) years after
final payments are issued and other pending matters are closed. [Los Angeles County Auditor-
Controller Contract Accounting and Administration Handbook, Section 3.1]
2. CONFLICT OF INTEREST: In the procurement of supplies, equipment, construction, and
services by sub-recipients, the conflict of interest provisions in 2 CFR Part 200.318(c)(1)(2) shall
apply. No employee, officer or agent of the sub-recipient shall participate in selection, or in the
award or administration of a contract supported by Federal funds if a conflict of interest, real or
apparent, would be involved.
3. POLITICAL ACTIVITY/LOBBYING CERTIFICATION: Consultant/Contractor shall not
conduct any political activity or lobbying, including making any payment to any person, officer,
or employee of any agency or member of Congress in connection with the awarding of any federal
contract, grant, or loan, intended to influence legislation, administrative rule-making or the
election of candidates for public office during time compensated for under representation that such
activity is being performed as a part of the contract responsibility.
4. COUNTY LOBBY CERTIFICATION: Consultant certifies that (1) it is familiar with the
requirements of Chapter 2.160 of the Los Angeles County Code (Los Angeles County Ordinance
93-0031), (2) all persons/entity/firms acting on behalf of Consultant have and will comply with
the Chapter 2.160 of County Code, and; (3) it will be (1) disqualified from seeking contracts with
the Community Development Commission, (2) denied contracts with the Community
Development Commission, and (3) liable in civil action, if any lobbyist, lobbying firm, lobbyist
employer or any other person or entity acting on behalf of Consultant fails to comply with the
provisions of Chapter 2.160 of the County Code.
5. FEDERAL LOBBYING CERTIFICATION: Consultant/Contractor certifies that it is
familiar with the requirements of Section 1352 of Title 31 of the United States Code.
6. NON-DISCRIMINATION: Pursuant to Executive Order 11246, during the performance of
this Agreement, Consultant shall not to discriminate against any employee or applicant for
employment because of race, religion, sex, color, or national origin. Consultant will take
affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, religion, sex, color, or national origin. Such action shall
include, but not be limited to, the following: employment upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. Consultant shall post in
conspicuous places, available to employees and applicants for employment, notices to be provided
by Consultant setting forth the provisions of this nondiscrimination clause.
7. SECTION 3 REQUIREMENTS: Pursuant to Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701 et seq., and to the greatest extent feasible,
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01203.0006/705621.1 B-3
Consultant shall provide opportunities for training low-and moderate-income City residents and
award contracts to local City businesses.
8. CIVIL RIGHTS ACT OF 1964: Pursuant to Title VI of the Civil Rights Act of 1964,
Consultant shall not, on the basis of race, color, or national origin, exclude any person from
participation in, deny any person the benefits of, or subject any person to discrimination under any
program or activity receiving Federal financial assistance, including this Agreement.
9. HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974: Pursuant to Section 109
of Title I of the Housing and Community Development Act of 1974, Consultant shall not, on the
basis of race, color, national origin, or sex, exclude any person from participation in, deny any
person the benefits of, or subject any person to discrimination under any program or activity funded
in whole or in part with funds made available under Title I, including this Agreement.
10. PROHIBITION OF AGE DISCRIMINATION: Pursuant to Section 504 of the
Rehabilitation Act of 1973, Consultant shall not discriminate on the basis of age under the Age
Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, in
the performance of this Agreement.
11. COPELAND ACT: Requires all contractors and subcontractors to submit weekly payroll
reports. It is a criminal offense for any person to persuade any other person employed on a federally
funded project into giving up any part of their salary to which they are entitled under their contract
of employment.
12. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (CWHSSA): All over-
time hours worked in excess of 40 hours during any workweek must be paid at the rate of one and
one half the times of the regular basic hourly rate of pay, plus fringe benefits for each hour or
partial hour worked.
13. CONTRACTING WITH SMALL AND MINORITY OWNED FIRMS, WOMEN’S
BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS: It is policy to award a
fair share of contracts to Small Business and Minority Firms. Accordingly, affirmative steps must
be taken to assure that Small Business and Minority Owned Firms are utilized, when possible, as
sources of supplies, equipment, construction and services.
14. CLEAN AIR AND WATER ACTS: Contractors with Federally-assisted construction
contracts of $100,000 or more must comply, and ensure all sub -contractors comply, with the
requirements regulated by the Environmental Protection Agency.
15. TERMINATION: This Agreement may be terminated as provided in Section 3.4.1. [2 C.F.R.
Part 200, Appendix II, (B).
16. SOURCE OF FUNDS: This Agreement is funded in whole or in part with Community
Development Block Grant (CDBG) funds.
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01203.0006/705621.1 B-4
Community Development Commission
County of Los Angeles
COUNTY LOBBYIST CODE CHAPTER 2.160
COUNTY ORDINANCE NO. 93-0031
CERTIFICATION
Name of Firm:
Address:
State: Zip Code: Telephone Number ( )
Acting on behalf of the above named firm, as its Authorized Official, I make the following
Certification to the County of Los Angeles and the Community Development Commission, County
of Los Angeles.
1. It is understood that each person/entity/firm who applies for a Community Development
Commission contract, and as part of that process, shall certify that they are familiar with the
requirements of the Los Angeles County Code, Chapter 2.160 (Los Angeles County
Ordinance 93-0031) and;
2. That all persons/entities/firms acting on behalf of the above named firm have and will comply
with the County Code, and;
3. That any person/entity/firm who seeks a contract with the Community Development
Commission shall be disqualified therefrom and denied the contract and, shall be liable in
civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity
acting on behalf of the named firm fails to comply with the provisions of the County Code.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into contract with the Los Angeles County and the Community Development
Commission, County of Los Angeles.
Authorized Official:
By:
(Contractor/Subcontractor) (Signature)
(Date) (Title)
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01203.0006/705621.1 B-5
FEDERAL LOBBYIST REQUIREMENTS
CERTIFICATION
Name of Firm: Date:
Address:
State: Zip Code: Phone No.:
Acting on behalf of the above named firm, as its Authorized Official, I make the following
Certification to the Department of Housing and Urban Development (HUD) and the Community
Development Commission, County of Los Angeles:
1. No Federal appropriated funds have been paid, by or on behalf of the above named firm to
any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of and Federal
grant, loan or cooperative agreement, and any extension, continuation, renewal, amendment,
or modification thereof, and;
2. If any funds other than Federal appropriated funds have paid or will be paid to any person for
influencing or attempting to influence an officer or employee or any agency, a Member of
Congress an officer or employee of Congress or an employee of a Member of Congress in
connection with this Federal contract, grant loan, or cooperative agreement, the above named
firm shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”,
in accordance with its instructions, and:
3. The above name firm shall require that the language of this certification be included in the
award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and
contracts under grants, loans, and cooperative agreement) and that all sub-recipients shall
certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into the transaction imposed by Section 1352 Title 31, U.S. Code. Any person who
fails to
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01203.0006/705621.1 B-6
file the required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Authorized Official:
Name: Title:
Signature: Date:
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01203.0006/705621.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of
Contractor’s Proposal, and listed below:
Item
No. Description Estimated
Quantity
Unit
Meas.
Unit
Price
Extended
Amount
1 Mobilization including
Construction Surveying 1 LS $ 5,000 $ 5,000
2 Best Management Practices
(BMPs) 1 LS $ 2,511 $ 2,511
3 Clearing and Grubbing 1 LS $ 19,525 $ 19,525
4
Remove and Replace AC
Pavement Outside of the One Foot
Slot Patch
790 SF $ 33 $ 26,070
5 Remove and Construct 4” PCC
Sidewalk 204 SF $ 24 $ 4,896
6
Remove Existing and Construct
PCC Curb Access Ramp With 3’
x 4’ Truncated Dome Surface,
including, Curb & Gutter over 3”
CMB and 12” AC Slot Patch.
6 EA $ 2,850 $ 17,100
7
Remove Existing and Construct
PCC Curb Access Ramp With 3’
x 4’ Truncated Dome Surface,
including Spandrel, Curb &
Gutter over 3” CMB and 12” AC
Slot Patch.
5 EA $ 2,850 $ 14,250
8 Construct PCC Cross Gutter
including 12” Slot Patch 345 SF $ 27 $ 9,315
9 Remove and Replace Striping and
Markings 1 LS $ 4,833 $ 4,833
TOTAL BID SCHEDULE A $ 103,500
II. A retention of five percent (5%) shall be held from each payment as a contract retention to
be paid as part of the final payment upon satisfactory completion of services.
III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the
Contract Officer, funds may be shifted from one item’s subbudget to another so long as the
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01203.0006/705621.1 C-2
Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per
Section 1.10.
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 $103,500 as provided in Section
2.1 of this Agreement.
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01203.0006/705621.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:
A. Execution of Agreement – Contractor shall execute the Agreement, and return to
the City for execution by the City, accompanied by the bonds and evidence of
insurance required by the bid documents, within fifteen (15) calendar days from the
date of mailing of the written notice to Contractor of award of the project.
B. Pre-Construction Meeting – The Contractor shall attend a pre-construction
meeting with the Director of Public Works or his authorized representative, within
fifteen (15) calendar days of the Agreement’s execution.
C. Work Schedule and Notice To Proceed – Within seven (7) days after the pre-
construction meeting, Contractor shall supply the City with all project submittals
setting forth a schedule for Contractor’s performance of the work. City shall issue
the Notice to Proceed at any time after. City shall not issue a Notice to Proceed
until it has received a work schedule to the satisfaction of the City. The work
schedule approved by the City shall be incorporated into this Agreement as though
set forth in full herein.
D. Completion of Work– All work shall be completed by the Contractor within
twenty (25) working days following the date indicated on the Notice to Proceed.
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 weekly. Daily Reports must be delivered
and accepted prior to any progress payment up until the date that work is being
invoiced for.
B. Certified Payroll will be delivered to the City biweekly. Certified Payroll must be
delivered and accepted prior to any progress payment up until the date that work is
being invoiced for.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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01203.0006/705621.1 D-1
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the
work entitled and described as
follows:__________________________________________________;
WHEREAS, the Contractor is required under the terms of said Contract to furnish a
bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors,
jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety
will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound
Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things
stand and abide by, well and truly keep and perform all undertakings, terms, covenants,
conditions, and agreements in the said Contract and any alteration thereof, made as therein
provided, all within the time and in the manner designated and in all respects according to their
true intent and meaning, then this obligation shall become null and void; otherwise it shall be
and remain in full force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration, or modification of the Contract Documents or of the work
to be performed thereunder shall in any way affect its obligations on this bond, and it does
hereby waive notice of such change, extension of time, alteration, or modification of the
Contract Documents or of the work to be performed thereunder.
Executed on 20___.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
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01203.0006/705621.1 D-2
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety’s agent for service
of
process in California, if different from above)
(telephone number of Surety’s agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
A-41
01203.0006/705621.1
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
__________________________________, as Contractor (“Principal”), a Contract for the
work entitled and described as
follows:__________________________________________________;
WHEREAS, said Contractor is required to furnish a bond in conjunction with said
Contract, to secure the payment of claims of laborers, mechanics, material men, and other
persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly
bound unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Contract price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors,
jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety
will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any
work, materials, services, provisions, provender, or other supplies, or for the use of implements
of machinery, used in, upon, for, or about the performance of the work to be done, or for any
work or labor thereon of any kind; (2) for work performed by any of the persons named in
Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code
with respect to work or labor performed under the contract; and/or (4) for any amounts required
to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of
the Unemployment Insurance Code with respect to such work and labor, then the Surety herein
will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the
above obligation shall be void.
This bond shall inure to the benefit of any of the persons named in Civil Code Section
9100 so as to give a right of action to such persons or their assigns in any suit brought upon
the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is
required to engage the services of an attorney in connection with the enforcement of this bond,
each shall be liable for the reasonable attorney’s fees incurred, with or without suit, in addition
to the above sum.
Said Surety, for value received, hereby stipulates and agrees that no change, extension
of time, alteration, or modification of the Contract Documents or of the work to be performed
thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice
of such change, extension of time, alteration, or modification of the Contract Documents or of
the work to be performed thereunder.
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01203.0006/705621.1
Executed on , 20____.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety’s agent for service
of process in California, if different from above)
(telephone number of Surety’s agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
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01203.0006/705621.1
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Rancho Palos Verdes
Project: _____________________________________________
Type of Insurance: Workers’ Compensation and
Employers’ Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in
conformance with the requirements of Article 5 of the Contract and is in force at this time, and is
in a form approved by the Insurance Commissioner.
The Company will give at least 30 days’ written notice to the City and Engineer/Architect prior to
any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers’ Compensation:
Statutory Limits Under the Laws
of the State of California
Employers’ Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
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01203.0006/705621.1
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate
holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed
herein.
This is to certify that the policy has been issued to the named insured for the policy period
indicated, notwithstanding any requirement, term, or condition of any contract or other document
with respect to which this certificate may be issued or may pertain, the insurance afforded by the
policy described herein is subject to all the terms, exclusions, and conditions of such policy.
NOTICE:
No substitution or revision to the above certificate form will be accepted. If the insurance called
for is provided by more than one insurance company, a separate certificate in the exact above form
shall be provided for each insurance company.
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01203.0006/705621.1
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereof. In the event of Company’s failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
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01203.0006/705621.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California
90275.
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage
□ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of
Policy Number .
(signatures on following page)
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01203.0006/705621.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
A-48
01203.0006/705621.1
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company’s failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
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01203.0006/705621.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except: (if none, so state). The deductible is applicable □
per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
(signatures on following page)
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01203.0006/705621.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
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01203.0006/705621.1
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought, except with respect to the limits of the Company’s liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company’s limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non -renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company’s failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
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01203.0006/705621.1
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above
coverages:
13. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
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01203.0006/705621.1
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
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01203.0006/705615.1 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SOUTHERN CALIFORNIA ELECTRICAL FIRM
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01203.0006/705615.1 mgw
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SOUTHERN CALIFORNIA ELECTRICAL FIRM
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on April 20, 2021, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and SOUTHERN CALIFORNIA ELECTRICAL
FIRM, a California corporation (“Consultant”). City and Consultant may be referred to,
individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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01203.0006/705615.1 2
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determinatio n of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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01203.0006/705615.1 3
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forthy) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than 1½
(one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant 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.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City ,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 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 Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% of the Contract
Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order. Any greater increases, taken either separately or
cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $12,500 (Twelve Thousand Five Hundred Dollars) (the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services; (iii)
payment for time and materials based upon the Consultant’s rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
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procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
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from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Jason Farr President
(Name) (Title)
Robert Morgan Vice President
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, City Engineer, or such person as may be
designated by the Director of Public Works. It shall be the Consultant’s responsibility to assure
that the Contract Officer is kept informed of the progress of the performance of the services and
the Consultant shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to com mencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
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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. Consultant 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. Consultant 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 Consultant 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) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant 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.
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(b) Duration of coverage. Consultant 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 Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant 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 and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant 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 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
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant 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 Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
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by the Consultant. 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. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) 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.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’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. Consultant 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 Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant 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. Consultant 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 Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’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. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
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(q) Additional insurance. Consultant 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 permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
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01203.0006/705615.1 15
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon 30 (thirty) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
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01203.0006/705615.1 18
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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01203.0006/705615.1 19
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
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01203.0006/705615.1 20
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/705615.1 21
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
Eric Alegria, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SOUTHERN CALIFORNIA ELECTRICAL FIRM,
a California corporation
By:
Name: Jason Farr
Title: President
By:
Name: Robert Morgan
Title: Vice President
Address: 2443 W. 208th Street, Suite 3
Torrance, CA 90501
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0006/705615.1 mgw
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0006/705615.1 mgw
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 before me, ________________, personally appeared ________________, proved to me o n
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0006/705615.1 mgw A-1
EXHIBIT “A”
SCOPE OF SERVICES
A. Consultant will perform the following outreach, construction management, and
construction inspection services (“Services”) in conjunction with the CDBG Caddington
Area 9 Access Improvements (“Project”):
1. Assist with public relation by being the point person for the Project and
interacting daily interaction with the and other stakeholders.
2. Inspect the Project for quality and compliance with plans, specifications, and best
construction practices.
3. Maintain accurate records of all daily activities to create a comprehensive history
and to monitor all work performed in compliance with and in addition to the base-
bid scope of work.
4. Assist with the measurement of work and monitoring Project costs.
5. Monitor the Project schedule and providing guidance to assure the job progresses
with the City’s and residents’ best interest in mind.
6. Prepare a punch list and monitor the remedial work through to the final
acceptance of work performed.
7. Attend all relevant meetings.
8. Respond to resident concerns and provide safety oversight, especially with
regards to the general public.
B. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Daily Inspection Reports, containing names of workers on-site, work performed,
whether the work completed to date is satisfactory, and any other pertinent
information.
B. Final Punch List – Document shall list all work not conforming to Project plans
and specifications that the general contractor must complete prior to final
payment.
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01203.0006/705615.1 mgw A-2
C. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports:
A. Consultant will provide a weekly activity report and project status update,
summarizing the results of the daily reports submitted for the relevant week.
D. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
E. Consultant will utilize the following personnel to accomplish the Services:
1. Jim Pugh, Project Manager & Inspector
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01203.0006/705615.1 mgw B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
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01203.0006/705615.1 mgw C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
TASK RATE TIME (Hrs.) SUB-BUDGET
A. Project Management/
Construction Inspection
Services
$125/Hour 100 Hours $12,500
Total $12,500
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
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EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule.
Days to Perform Deadline Date
A. Project Management/
Construction
Inspection Services
25 Days following the
Notice to Proceed
January 2021
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Daily Inspection Reports.
B. Final Punch List - 12 Weeks from Notice To Proceed
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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Southern California Electrical Firm • 2443 W 208th St., Suite 3 • Torrance, CA 90501 • (760) 780-7250
SOUTHERN CALIFORNIA ELECTRICAL FIRM
PROPOSAL FOR CONSULTING SERVICES
DECEMBER 15, 2020
City of Rancho Palos Verdes
Department Of Public Works
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Attention: Sean Lopez
Dear Mr. Lopez:
We are pleased to provide you with this proposal to provide part-time inspection services for the Access
ramp improvements on Caddington Drive in Rancho Palos Verdes area 9.
Jim Pugh has extensive experience inspecting all types of services in the public right of way and will
provide the services required, which will include:
•Being the point person and communicating with the City with schedules and daily activity.
•Inspect work and assure all construction is per the approved plans and specifications.
•Communicate with the surrounding residents with work limits and schedules.
•Approve daily construction quantities for submitted progress payments.
Jim Pugh has 25 years of experience in construction management, and inspection of Capital Improvement
projects. He understands the City of Rancho Palos Verdes needs because he has been a consultant for
Rancho Palos Verdes for the past 15 years. Jim has been the Inspector on (3) previous access ramp
projects within the City of Rancho Palos Verdes and understands the City’s CDBG consultant’s needs.
The services will be provided using Jim Pugh, on a T&M ba sis using our on-call prevailing wage billing
rate of $125/hour for our own services and the same rate for the specialist sub-consultant. We see the
need for an average of 4-hours per day for 25-working days for Jim Pugh for a total of 100-hours.
Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you have
questions during the selection process, please contact me at (760) 780-7250
Sincerely,
Jason Farr
President - Southern California Electrical Firm
RE: Proposal to Provide Construction Inspection for Access
Improvements Caddington Drive Area 9 Project
C-1 C-1
Southern California Electrical Firm • 2443 W 208th St., Suite 3 • Torrance, CA 90501 • (760) 780-7250
SCOPE OF WORK
The City of Rancho Palos Verdes will be constructing 13 new ADA ramps in the Rancho Palos Verdes
Area 9 in the Caddington Road neighborhood.
Our scope of work will specifically include the following tasks:
(a) Inspect work for compliance with specs while work is in progress –We will provide
construction inspection services to ensure that the work is in compliance with contract
documents. We will proactively examine the work area prior to demolition, take
photographs, verify accuracy, assure that the project is including work areas in
accordance with the intent of the project, and to note any additional concerns that
may be present.
(b) Prepare Daily Inspection Reports and submit them to the City. Daily project reports
will be completed in the format required by the City and transmitted to the City’s
Project Manager expeditiously. Reports will include daily photographic documentation.
(c) Attend Meetings. Our inspector will attend project meetings, as required throughout the
duration of the projects.
(d) Attend Pre-Construction Meeting. Our inspector will attend the Pre- Construction
meetings, and other meetings when required, with City staff.
C-2 C-2
Southern California Electrical Firm • 2443 W 208th St., Suite 3 • Torrance, CA 90501 • (760) 780-7250
FEES AND RATES
•The Southern California Electrical Firm fee for Inspection Services is $125/hour.
•Southern California Electrical Firm complies with all State and Federal Prevailing Wage Rate
requirements for our Construction observation services.
•Southern California Electrical Firms proposed fee is inclusive of all equipment, materials,
licenses and training necessary to perform the duties of the project assignment, including a
vehicle, mobile phone, camera, computer, applications, internet service, printer, and basic
field, safety and surveying equipment.
Southern California Electrical Firm
City of Rancho Palos Verdes
Request for Proposal for Inspection Services
Proposal to Provide Construction Inspection for Access Improvements Caddington Drive Area 9
Fee Proposal
Item Amount
Inspection Services (Part time) (Prevailing Wage) 25 Days x 4 hours per day
for a total of 100 hours @ $125/hour
$12,500
TOTAL $12,500
Southern California Electrical Firm
Amount shown is the proposed budget, not to exceed without prior approval. Payment will be made monthly
as project progresses.
C-3 C-3
Southern California Electrical Firm • 2443 W 208th St., Suite 3 • Torrance, CA 90501 • (760) 780-7250
KEY PERSONNEL
JIM PUGH
Public Works Inspector
Jim has 30 years of experience in inspection and
maintenance on all phases Public Works projects.
Typical work has included the following assignments:
•Inspect new curb, gutter and sidewalks
•Inspect new ADA ramps
•Inspect conventional and AHRM asphalt and overlay
•Inspect City wide slurry seal / micro surface
•Inspect City wide ARAM (Asphalt Rubberized
Aggregate Membrane)
•Inspect new storm drain and sewer pipeline
installations and outfall structures
•Inspect large diameter steel mortar lined and coated water pipe
•Inspect CIPP and fold and form pipe from 6” to 30” on Sewer and storm drain pipelines.
•View and approve pre-lining video and assess point repairs. View post video to assure
quality and to approve job quantities.
•Inspect new traffic signal construction
•Inspect slope improvement and stabilization projects
•Communicate and work with surrounding Utilities , local agencies and Contractors
to insure compliance with City Standards.
•Update job specifications and standard detail requirements.
•Communicate with City staff on a daily basis, summarize all work performed daily
•Prepare job status reports, agendas, approve unit prices from contractors, issue
noncompliance and correction notices.
•Prepare material submittals and transmittals.
•Prepare cost proposals
•Attend progress meetings with engineers and contractors
Principals of hot mix asphalt • Asphalt
Public Works Inspection APWA •
Institute Utility Inspection Course •
Ventura County • 2007 Traffic Control •
San Diego, Ca • 2005
Competent Person Training/Trench Shoring • Anaheim,
Ca • 2003 Water Distribution 2 • Thousand Oaks, Ca •
2000
Water Technology Training • Alta Loma, Ca • 2000
Tunnel Construction Safety/Confined Space • Woodland Hills, Ca • 1997
Entered Profession
1989
Professional Affiliations
A merican Water Works
Association (AWWA)
Public Works Inspection
certification
The National Utility Contractors
Association (NUCA)
California Emergency Response
Technologies, Inc
Slurry seal association
Chip Seal association
C-4 C-4