CC SR 20220301 01 - Ladera Linda Construction Contract Award
CITY COUNCIL MEETING DATE: 03/01/2022
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA TITLE:
Consideration and possible action to approve the construction plans and contract for the
Ladera Linda Community Park Project.
RECOMMENDED COUNCIL ACTION:
(1) Approve Ladera Linda Community Park plans, specifications, and construction
documents;
(2) Award a construction contract to AMG & Associates for a lump sum amount of
$13,721,000, with a contingency of 7.5% or $1,029,075;
(3) Approve Amendment No. 5 to the professional services agreement with Johnson
Favaro for design support services during construction in the lump sum amount of
$333,941, with a contingency of 15% or $50,091;
(4) Award a professional services agreement to Smith Emery Laboratories for
construction inspection and materials testing services in the not-to-exceed amount
of $213,818, with a contingency of 15% or $32,072.70;
(5) Award a professional services agreement to Associated Soils Engineering, Inc for
geotechnical engineering observation and testing services in the not-to-exceed
amount of $52,200, with a contingency of 15% or $7,830;
(6) Authorize the Mayor to execute the contract, amendment, and agreements in a
form approved by the City Attorney;
(7) Approve the project budget of $18,770,084; and
(8) Approve an appropriation of $13,711,229.
FISCAL IMPACT: To date, $1,758,984 has been spent or committed as part of the
project budget. The recommended City Council actions this evening
will result in a fiscal impact of up to $17,011,100 for construction,
associated professional services, and financing of the Ladera Li nda
Community Park Project, therefore bringing the total project budget
to $18,770,084.
Amount Budgeted: $5,058,855
Additional Appropriation: $13,711,229
Account Number(s): 334-400-8405-XXXX ($750,000)
(Quimby Fund – Ladera Linda/various accounts)
330-400-8405-XXXX ($12,961,229)
(CIP Fund – Ladera Linda/various accounts)
CITYOF RANCHO PALOS VERDES
1
ORIGINATED BY: Ramzi Awwad, Public Works Director
REVIEWED BY: Same as above
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
Signed versions of the various agreements or contracts are forthcoming as late
correspondence.
A.Plans and Specifications for the Ladera Linda Community Park Project
(Attachment A – Large File size, may take several minutes to download)
Plans: https://www.rpvca.gov/DocumentCenter/View/18113/Ladera-Linda---
Construction-Plans
Specifications: https://www.rpvca.gov/DocumentCenter/View/18114/Ladera-Linda--
-Specifications
B.Construction Contract with AMG & Associates (page B-1)
C.Amendment Number 5 to the Professional Services Agreement with
Johnson Favaro (page C-1)
D.Professional Service Agreement with Smith Emery Laboratories (page
D-1)
E.Professional Services Agreement with Associated Soils Engineering, Inc.
(page E-1)
F.October 19, 2021 City Council Staff Report
BACKGROUND:
On October 19, 2021, the City Council received an update on the estimated project cost
for the Ladera Linda Community Park Project (“project”), and considered the Landscape
Plan, Lighting Plan, and Safety and Security Plan (Attachment F). In response, the City
Council unanimously approved: (i) the Landscape Plan, but directed Staff to keep the
existing foliage at the southeast portion of the property, conduct a view assessment
during framing of the building to ensure views of Catalina Island from the building will not
be blocked, and return to the City Council with a determination of the extent of foliage
trimming; (ii) the Lighting Plan and directed Staff to install reflective traffic lines and raised
markers along the driveway access; and (iii) the Safety and Security Plan, but directed
Staff to include shutters on all exterior glazing (Staff interpreted the City Council’s
direction to mean solid shutters and specified solid shutters for the project).
That same evening, the City Council received and filed an updated estimate of the project
cost, with the addition of approximately $220,000 for the solid shutters on all exterior
glazing and directed Staff to proceed with the bid documents process. ff ~ 2
On January 11, 2022, the City issued a Notice Inviting Bids, on the PlanetBids platform,
for a lump sum price to construct the project. An on -site pre-bid conference was
conducted on January 24, 2022. Bids were received from two pre-qualified general
contractors by the deadline of February 15, 2022.
Based on the bids received, the City Council is being asked to consider, among other
things, approving the projects plans and specifications, and awarding the construction
contract.
DISCUSSION:
Plans and Specifications
The project architect, Johnson Favaro, completed the plans and specifications, which
were reviewed by Staff, City plan review consultants, and external agencies such as the
Los Angeles County Fire Department. The City’s Project Manager, Griffin Structures, also
conducted a detailed constructability review. Johnson Favaro accordingly revised the
plans and specifications, which have now been approved by Staff. Griffin Structures
prepared the bid solicitation and construction contract documents, which were reviewed
and approved by the City Attorney’s Office and Staff.
Staff recommends that the City Council now approve the plans, specifications, and
construction documents. This is because California law shields public agencies from
liability for injuries caused by the design of an improvement to public property where the
plan has been approved in advance of construction by the legislative body.
Construction Contract
To procure a general contractor that is appropriately qualified to construct this project, the
City conducted a pre-qualification process. The City solicited qualifications from
prospective bidders demonstrating that they are in good standing, have a history of
successfully completing similar projects, employ experienced project managers and
superintendents, possess an acceptable safety record, can obtain the necessary bonding
and insurance, and have the financial resources to complete the project. Six general
contractors submitted qualifications and all six met the minimum requirements to be pre -
qualified.
Based on the City-issued Notice Inviting Bids for a lump sum price to construct the project,
bids were received from two pre-qualified general contractors by the February 15, 2022
deadline. The bids were reviewed, and AMG & Associates was determined to be the
lowest bidder meeting the required qualifications. AMG & Associates’ bid result is shown
below in Table 1.
Table 1 – AMG & Associates Lump Sum Bid
ITEM LUMP SUM PRICE
Base Bid $13,586,000
Bid Alternate – Demolish Existing Brush and Reseed $135,000
3
Total Base Bid + Alternate $13,721,000
Because the City Council directed Staff to keep the existing foliage at the southeast
portion of the property until a view assessment could be conducted upon framing of the
building, it is currently not known if the existing foliage will be removed and replaced with
native landscaping. Therefore, as shown in the table above, this potential work is
identified as a bid alternate, meaning that if the City chooses to do this work, the bid
alternate will be included and the bid alternate price added. If the City chooses to perform
only a portion of the work, then a commensurate portion of the bid alternate price will be
added.
After the October 19, 2021 City Council meeting, an update of the cost estimate was
performed based upon revised drawings reflecting City Council approval and requested
changes. The revised construction estimate totaled $14,205,000 as shown below in Table
2.
Table 2 – Final Cost Estimate
ITEM ESTIMATE
Enclosed Building, Covered Building, Building
Security, Solid Shutters, and Hazardous Materials
Abatement
$5,935,000
Park Grounds, Exterior Lighting, Site Utilities, Site
Security, Hardscape
$6,980,000
Market Volatility $1,290,000
Total $14,205,000
The AMG & Associates bid was within approximately 5% of the final construction cost
estimate. The bid did not contain any unexplainable anomalies when compared to the
final cost estimate. The two bids received for this project are sufficient, particularly in the
current bid environment. A re-bid is unlikely to result in a greater number of bidders or
more favorable bid results, and it may result in a higher price because bidders now know
more information about their competition.
California law requires that public works contracts of this nature be awarded to the lowest
responsible bidder to guard against favoritism, fraud, or corruption. A bidder is considered
responsible if it demonstrates the capacity, skill, reputation, experience, and sufficiency
of financial resources to perform the contract. AMG & Associates was de termined to be
a responsible bidder through the pre-qualification process.
Staff recommends awarding a construction contract to AMG & Associates for the project.
Construction Oversight Professional Services Agreements
A successful construction project of this type requires appropriate oversight of the
construction contractor. This oversight consists of several components:
Project Manager / Construction Manager
4
On September 7, 2021, the City Council approved hiring Griffin Structures to serve as the
Project Manager and Construction Manager for the project including during the
construction phase at a cost not-to-exceed $660,000 with a contingency of 15% or
$99,000. The Construction Manager is responsible for conducting construction progress
and other meetings, monitoring the construction schedule and assessing delay risk,
managing the project budget including tracking costs and reviewing invoices, scrutinizing
and managing proposed change orders, overseeing all inspection and materials testing,
filing construction records, and proactively identifying potential construction problems and
recommending mitigation strategies.
Design Support Services During Construction
Design support services during construction are needed for periodic site observations to
assure construction meets the design intent, reviewing and approving construction
submittals such as shop drawings, reviewing and recommending materials substitutions,
evaluating mock-ups, responding to requests for clarification of construction documents,
interpreting design requirements of the contract documents, preparing design documents
for change orders resulting from unknown conditions, and participating in construction
meetings.
Johnson Favaro is the firm that performed the design services for this project, therefore,
it is best suited to perform the design support services during construction. Staff
recommends that Council approve Amendment No. 5 to the professional services
agreement with Johnson Favaro (Attachment C). The cost for design support services
during construction would amount to $333,941, with a contingency of 15% or $50,091,
resulting in an amended total contract amount of $1,045,023.
Construction Inspection and Materials Testing
Inspection and materials testing is needed to verify that materials such as concrete, steel,
masonry, and asphalt are properly installed per plans, specification and code
requirements.
The scope includes inspection of the installation of beams and columns, concrete,
masonry, asphalt, reinforcing steel, welding, bolts, dowels, anchors, connections,
grouting, insulation, and fire resistance. The scope also includes testing of concrete,
masonry, reinforcing steel, mortar, structural steel welding, anchors, and grout. Daily
inspection reports and a final inspection report are part of the deliverables.
Staff solicited proposals for construction inspection and materials testing services from
qualified firms through a request for proposals. Four proposals were received and
evaluated by Staff and the Griffin Structures. Staff determined that Smith Emery
Laboratories was the firm that offered the best value and recommends the City Council
award a professional services agreement to Smith Emery Laboratories for construction
inspection and materials testing services. If awarded, the construction inspection and
materials testing services performed by Smith Emery Laboratories would be at the not-
to-exceed amount of $213,818, with a contingency of 15 % or $32,072.70.
5
Geotechnical Engineering Observation and Testing
Geotechnical engineering observation and testing during construction is needed to satisfy
certain requirements of the California Building Code, and to meet best practices for non-
structural concrete and asphalt installation. These services will confirm that a ll grading
and soil placement operations are properly conducted. The scope includes observation
of excavation and ground preparation prior to placement of fill, testing of fill compaction
during grading, observation of footings for buildings and retaining walls, backfill for storm
drains and utility trenches, and subgrade and base aggregate testing for new asphalt and
concrete.
Geotechnical engineering services during the planning and design phase of the project
were performed by Associated Soils Engineering, therefore, it is best suited to perform
the geotechnical engineering observation and testing services during construction. Staff
recommends that the City Council award a professional services agreement to
Associated Soils Engineering for the described services. If awarded, the geotechnical
engineering observation and testing services performed by Associated Soils Engineering
would be at the not-to-exceed amount of $52,200, with a contingency of 15% or $7,830.
Project Budget
Financing and Funding
Financing and funding a project are two distinct concepts. Financing is how will you pay
for a project. Funding is where the money will come from to pay for the project. On
November 16, 2021, the City Council approved a financing plan that included pay -go
(“cash”) and debt financing. The City Council directed Staff to proceed with financing with
Bank of the West (BOW) for up to $8 million as part of the financing plan for the project
with the remaining funds coming from the Quimby, CIP, and ARPA Funds. As a separate
item scheduled to follow this item on tonight’s Regular Business agenda, the City Council
will be asked to consider approving the financing of the project at $8 million utilizing a
lease revenue obligation with BOW.
If the City Council approves the project budget of $18,770,084 tonight, the financing for
the project will be $8 million in debt financing and the remaining balance of almost $10.8
million in cash, as shown in Table 3 below.
Table 3 – Project Financing
On November 16, 2021, the City Council also approved the funding for the project as
shown in Table 4 below.
Table 4 – Project Funding
!Financing Breakdown
D eb t fi 11 a11ci 11 q
·~-_,go/cas h
Total Financing
I
I
8,000 ,000 .00
10.770 084 .00
18,770,084.00
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It is important to note that the funding of approximately $13.1 million from the CIP Fund
reserve includes the debt payment to BOW for the next 10 years. The City will have
opportunities and time to replenish the CIP Fund reserve with transient occupancy t ax
(TOT) revenue and surplus from the General Fund as stated in the City Council Reserve
policy.
Recommended All-Inclusive Project Budget
On October 19, 2021, the City Council directed Staff to return to the City Council with an
all-inclusive project budget during the construction contract award meeting. The project
budget should include:
1. The year-to-date expenditures;
2. The year-to-date commitments; and
3. The projected amount needed to complete project.
Tonight, Staff requests the City Council approve an all-inclusive budget of $18,770,084
for the project. As of February 15, 2022, the City has spent almost $989,000 and
committed $770,000 for a total of $1,759,000. Staff projects an additional $17,011,100 to
finish the project. The additional amount includes a 15% contingency for soft costs (such
as project management, inspection, and materials testing), as was the case with previous
estimates. However, Staff now recommends a 7.5% contingency for hard costs as
opposed to 5% in the prior estimate presented to the City Council on October 19, 2021.
Staff recommends a higher contingency than before because Griffin Structures suggests
it based on their experience with similar public projects. This is because decisions to
expend construction contingency funds may be time sensitive, and if not made in a timely
manner, may give rise to potential inefficiency and/or delay claims by the construction
contractor. Finally, the additional amount includes just over $1 million for debt services as
previously discussed.
Table 5 on the next page summarizes the all-inclusive budget for the project.
[continued on the next page]
Funding Breakdown
Qui mb y Fun d
ARPA Fun d
CIP Fun d Rese i-v e
1,705 ,855 .00
3,9 53 ,000 .00
13,1 1 1,229 .00
Total Funding 18,770,084.00
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Table 5 – Project Budget
Staff has reconciled the project budget to the estimates provided in October 2021 and the
project budget is higher by about $361,000 because the estimates today included debt
services. If the debt services were excluded from the estimates today or included in the
October estimates, the project budget is lower by about $668,000. The table on the next
page summarizes the comparison. Although the table appears to show that market
volatility did not materialize, this conclusion cannot be reached because the today’s
estimated costs column includes construction costs, escalation, market volatility, rolling
shutters, as well as soft costs (such as project management, inspection, and materials
testing), some of which ended up being lower than estimated on October 19, 2021.
[continued on the next page]
PROJECT BUDGET
Soft Costs
Des i gn Support Servi ces Durin g Construction
Construction lnspecti on, Geotech Obs ervati on, and Materi als Testin g
Movin g Costs
Soft Costs Conting ency (15%)
Total Soft Costs
Debt Service Costs
Debt Iss uance
Interest Expense
Debt Iss uance Conting ency ( 10 %)
Hard Costs
Construction
Furnitures , Fi xtures , and Equipm ent
A udi o-visual
El ectric Transforme r and Feede r
Hard Costs Contig ency (7.5%)
Total Debt Service Costs
334,000 .00
273,600 .00
25,000 .00
95 000 .00
727,600.00
126,500 .00
8 94,000 .00
13 000 .00
1,033,500.00
13,721 ,000 .00
2 45 ,000 .00
140,000 .00
80 ,000 .00
1064000.00
Total Hard Costs 15,250,000.00
Total Estimated Proj ect Budget
, Total YTD Spent & Committed
17,011 ,100.00
1 7 58 98 4.00
TOTAL PROJECT BUDGET 18,770,084.00
8
Table 6 – Current Cost Compared to October Estimates
Recommended Additional Appropriation
As noted under the Fiscal Impact section, if the City Council approves the project budget
of $18,770,084 (the City Council previously approved $5,058,855), an additional
appropriation of $13,711,229.
ADDITIONAL INFORMATION:
Project Groundbreaking
If approved this evening, construction of the project will commence after bonds and
insurance documents are received from the construction contractor. Mobilization is
expected to occur in April 2022. The contract documents require construction to be
completed within 330 working days, or approximately 15 months of commencement. Staff
recognizes that unforeseen conditions and weather may be encountered during the
course of construction so the project may extend beyond this duration.
Hours of Construction
A construction logistics plan has been included in the construction documents based on
the City Council-adopted Conditions of Approval for the project’s Conditional Use Permit.
The plan includes a requirement that construction hours be limited as follows, which is
slightly more restrictive in that construction on Saturdays will only occur if requested by
the contractor and construction operations will not begin until 7:30 a.m. Monday through
Fridays rather than 7:00 a.m. as conditioned to further minimize impacts to neighboring
residents:
October 191 2021 Today Variances
Estim ated co sts 16 ,09 5 ,000 .00 15 ,977 600 .00
YT D expe nses & comm itme nt s 550,000 .00 1,758 9 84 .00
Escalati on 100 ,000 .00
Market volatili ty 1,440 ,000 .00
Ro llin g shutt er 22 0.000 .00
Total 18 ,405 ,000.00 117 ,736 ,584.00 (668 ,4 1 6.00)
Debt se rv ices 1 033 500 .00 1,033 ,500 .00
Revised Total 19,438 ,500.00 118 ,770 ,084.00 (668 ,4 1 6.00)
9
• Monday through Friday from 7:30 a.m. to 6 p.m.
o No vehicles may arrive before 7 a.m.
• Saturday (by request only) from 9:30 a.m. to 6 p.m.
o No vehicles may arrive before 7 a.m.
• No parking or staging of vehicles or equipment on Forrestal Drive
Contact Information
Prior to breaking ground, notification will be given via listserv and social media,
announcing the day construction will commence. Additionally, contact information will also
be provided and posted at the construction site in the event concerns are observe d and
need to be reported to the City.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not award a construction contract to AMG & Associates and supporting
professional services agreements and direct Staff to re-solicit bids and proposals.
2. Take other action, as deemed appropriate.
10
City of Rancho Palos Verdes, California
Contract Documents for
Construction of
LADERA LINDA COMMUNITY PARK PROJECT
CITY PROJECT NO. 8405
Prepared by:
Johnson Favaro
5898 Blackwelder Street
Culver City CA 90232
(310) 559-5720
City of Rancho Palos Verdes Public Works Department
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
(310) 544-5252
January 10, 2022
Ramzi Awwad Date
Approved on January 10, 2022
Mayor, David L. Bradley
Mayor Pro Tern, Barbara Ferraro
Council Member, Eric Alegria
Council Member, John Cruikshank
Council Member, Ken Dyda
BY
Ramzi Awwad
Director of Public Works
B-1
SPC19-11 (i)
CITY OF RANCHO PALOS VERDES
PLANS & SPECIFICATIONS FOR:
LADERA LINDA COMMUNITY PARK PROJECT; CITY PROJECT NO. 8405
IN
CITY OF RANCHO PALOS VERDES
TABLE OF CONTENTS
NOTICE INVITING SEALED BIDS ................................................................................................ NC-1
INSTRUCTIONS TO BIDDERS .............................................................................................................I-1
Form of Proposal ................................................................................................................................I-1
Delivery of Proposals ..........................................................................................................................I-1
Modifications and Alternative Proposals .........................................................................................I-1
Withdrawal of Proposal .....................................................................................................................I-1
Bidder's Security ................................................................................................................................I-1
Addenda ..............................................................................................................................................I-1
Discrepancies in Proposals.................................................................................................................I-1
Competency of Bidders ......................................................................................................................I-1
Bidder's Examination of Site and Contract Documents .................................................................I-2
Disqualification of Bidders ................................................................................................................I-2
Return of Bid Security .......................................................................................................................I-2
Award of Contract ..............................................................................................................................I-2
Alternates ............................................................................................................................................I-2
Listing Subcontractors .......................................................................................................................I-2
Execution of Agreement .....................................................................................................................I-2
Insurance and Bonds ..........................................................................................................................I-3
Telephones ...........................................................................................................................................I-3
Interpretation of Plans and Documents ...........................................................................................I-3
Sales and/or Use Taxes .......................................................................................................................I-3
Bid Breakdown ...................................................................................................................................I-3
GENERAL PROVISIONS ................................................................................................................... GP-1
Project Provisions ........................................................................................................................... GP-1
Units of Measure ........................................................................................................................ GP-1
Award of Bid and Execution of Contract ..................................................................................... GP-1
Decision as to Which Contractor is the Lowest and Best Bidder .............................................. GP-1
Non-Collusion Affidavit ............................................................................................................ GP-1
Execution of the Contract .......................................................................................................... GP-1
Contract Bonds .......................................................................................................................... GP-2
Insurance .................................................................................................................................... GP-2
Compliance with Provisions of the Public Contract Code ......................................................... GP-2
Rejection of Bids ....................................................................................................................... GP-2
Legal Relations and Responsibility to the City ............................................................................ GP-2
Laws to be Observed .................................................................................................................. GP-2
Social Security Requirements .................................................................................................... GP-3
Prevailing Wages ....................................................................................................................... GP-3
Penalties ..................................................................................................................................... GP-3
B-2
TABLE OF CONTENTS (cont.)
SPC19-11 (ii)
Working Hours .......................................................................................................................... GP-3
Apprentices ................................................................................................................................ GP-3
Registration of Contractors ........................................................................................................ GP-4
Permits and Licenses.................................................................................................................. GP 4
Patents ........................................................................................................................................ GP-4
Indemnity ................................................................................................................................... GP-4
Notice ......................................................................................................................................... GP-4
Contractor's Responsibility for Work ........................................................................................ GP-4
Maintenance and Guarantee ....................................................................................................... GP-4
Cooperation ................................................................................................................................ GP-5
Prosecution and Progress of the Work ......................................................................................... GP-5
Subletting and Assignment ........................................................................................................ GP-5
Character of Workers ................................................................................................................. GP-5
Temporary Stoppage of Construction Activities ....................................................................... GP-6
Time of Completion and Liquidated Damages .......................................................................... GP-6
Suspension of Contract .............................................................................................................. GP-6
Measurement and Payment ........................................................................................................... GP-7
Measurement and Payment ........................................................................................................ GP-7
Final Invoice and Payment ......................................................................................................... GP-7
Unpaid Claims ........................................................................................................................... GP-7
Acceptance ................................................................................................................................. GP-8
Control of Work ............................................................................................................................. GP-8
Authority of the Director of Public Works ................................................................................ GP-8
Conformity with Plans and Allowable Variation ....................................................................... GP-8
Progress of the Work ................................................................................................................. GP-8
Samples ...................................................................................................................................... GP-8
Trade Names and Alternatives ................................................................................................... GP-9
Protection of Work ..................................................................................................................... GP-9
Conflict of Terms ....................................................................................................................... GP-9
Interpretation of Plans and Specifications ................................................................................. GP-9
Increases and Decreases of the Work to be Done .................................................................... GP-10
Alterations of the Work to be Done ......................................................................................... GP-10
Public Utilities ......................................................................................................................... GP-10
Procedure in Case of Damage to Public Property .................................................................... GP-11
Removal of Interfering Obstructions ....................................................................................... GP-11
Quality of Material ................................................................................................................... GP-11
Removal of Defective or Unauthorized Work ......................................................................... GP-11
Supervision .............................................................................................................................. GP-11
Soil Compaction Testing.......................................................................................................... GP-12
Preservation of Property .......................................................................................................... GP-12
Dust Control ............................................................................................................................. GP-12
Selected Materials .................................................................................................................... GP-12
Surplus Materials ..................................................................................................................... GP-12
Clean Up .................................................................................................................................. GP-12
Equipment Requirements ......................................................................................................... GP-13
Protection of Work and Public ................................................................................................. GP-13
Sprinkler Systems .................................................................................................................... GP-13
Contractor's Superintendent and Project Manager ................................................................... GP-13
Contractor's Daily Reports ....................................................................................................... GP-14
Request for Working Days ....................................................................................................... GP-14
Defective Materials .................................................................................................................. GP-14
Sound and Vibration Control Requirements ............................................................................ GP-14
Air Pollution Control ............................................................................................................... GP-15
B-3
TABLE OF CONTENTS (cont.)
SPC19-11 (iii)
Final Cleaning Up .................................................................................................................... GP-15
Resolution of Public Works Claims ......................................................................................... GP-15
Trenches and Excavations ........................................................................................................ GP-15
SPECIAL PROVISIONS ..................................................................................................................... SP-1
A. General Project Information .................................................................................................... SP-1
Requirements ............................................................................................................................. SP-1
Definition of Terms.................................................................................................................... SP-1
Project Plans .............................................................................................................................. SP-1
Scope of Work ........................................................................................................................... SP-2
Notice to Proceed ....................................................................................................................... SP-2
Utilities ....................................................................................................................................... SP-2
Street Closures ........................................................................................................................... SP-3
Conference ................................................................................................................................. SP-3
Parking and Staging ................................................................................................................... SP-3
Sanitary Convenience ................................................................................................................ SP-4
Construction Yard ...................................................................................................................... SP-4
Equipment Requirements ........................................................................................................... SP-4
Preservation of Property ............................................................................................................ SP-4
NPDES Compliance / Water Pollution Control ......................................................................... SP-5
Safety, Sanitary and Medical Requirements .............................................................................. SP-7
Electrical Power ......................................................................................................................... SP-7
Protection of Underground Facilities ......................................................................................... SP-7
Air Pollution Control ................................................................................................................. SP-8
Project Appearance .................................................................................................................... SP-8
Work Hours ................................................................................................................................ SP-8
B. Project Special Provisions ......................................................................................................... SP-9
General ....................................................................................................................................... SP-9
Furnish and Apply Water ........................................................................................................... SP-9
Mobilization ............................................................................................................................... SP-9
Protection and Restoration of Existing Improvements .............................................................. SP-9
Appurtenant Work ................................................................................................................... SP-10
PROPOSAL
Checklist for Bidders
Proposal to City Council ............................................................................................................... P-1
Bid Sheets ..................................................................................................................................... P-3
Information Required of Bidder .................................................................................................... P-4
Statement Acknowledging Penal and Civil Penalties ................................................................... P-5
Designation of Subcontractors ...................................................................................................... P-7
Bid Bond ....................................................................................................................................... P-9
Noncollusion Affidavit ............................................................................................................... P-11
CONTRACT
Checklist for Execution of Construction Contract
Agreement .................................................................................................................................... C-1
California All-Purpose Acknowledgment .................................................................................. C-24
Exhibit "A" Scope of Work ....................................................................................................... C-26
Exhibit "B" Special Requirements ............................................................................................. C-27
Performance Bond ..................................................................................................................... C-30
Payment Bond ............................................................................................................................ C-32
Workers Compensation Insurance Certificate ........................................................................... C-34
Additional Insured Endorsement - Comprehensive General Liability ....................................... C-36
B-4
TABLE OF CONTENTS (cont.)
SPC19-11 (iv)
Additional Insured Endorsement - Automobile Liability .......................................................... C-39
Additional Insured Endorsement - Excess Liability .................................................................. C-42
Instruction for Execution of Instruments ................................................................................... C-45
Insurance Requirements ............................................................................................................. C-46
Agreement to Comply with California Law Requirements ....................................................... C-47
Indemnification and Hold Harmless Agreement ....................................................................... C-48
B-5
NC - 1
SPC19-11
NOTICE INVITING SEALED BIDS
CITY OF RANCHO PALOS VERDES
eBIDS MUST BE RECEIVED BY: 2:00 p.m., February 10, 2022
eBID RESULTS AVAILABLE AFTER: 4:00 p.m., February 10, 2022
PLACE OF eBID RECEIPT: https://pbsystem.planetbids.com/portal/48551/portal-home
NOTICE IS HEREBY GIVEN that the City of Rancho Palos Verdes, County of Los Angeles, California,
will receive, but not later than the time set forth above, electronic bid proposals for the award of a contract
for the LADERA LINDA COMMUNITY PARK PROJECT. All electronic bids shall be made on the
form furnished by the City and the bid results will be available for public view on the City’s Planetbids
website after the above-stated time.
No paper bids will be accepted. See Table of Contents in the bid documents for the list of required documents to be submitted electronically with the eBid Proposal documents, and documents which are to be delivered within 24 hours of bid closing.
PROJECT IDENTIFICATION NAME: LADERA LINDA COMMUNITY PARK
PROJECT LOCATION: 32201 Forrestal Dr, Rancho Palos Verdes CA 90275
DESCRIPTION OF WORK:
The scope of work for the Project includes but is not limited to: demolition of six (6) buildings and site
improvement and the construction of a 6,790 sf community center and 11 acre park including basketball
courts and play equipment.
COMPLETION OF WORK: All work shall be completed within the contract period of THREE
HUNDRED AND THIRTY (330) working days following Notice to Proceed.
MANDATORY PRE-QUALIFICATION OF BIDDERS: Only Contractors in possession of a valid
Class B General Contractors license will be invited to bid on the Project. It is mandatory that all
General Contractors who intend to so bid, fully complete the pre-qualification questionnaire,
provide all requested materials, and be approved by the City of Rancho Palos Verdes to be on the
final qualified general contractors list. The deadline to submit the Pre-Qualification Questionnaire
is on or before 2:00 pm, January 4, 2022. Pre-Qualification submittal packages may be obtained
through Planet Bids.
OBTAINING BID DOCUMENTS: Potential Bidders may obtain the Contract Documents for the
Project electronically and free of charge via the City’s PlanetBids page at
https://pbsystem.planetbids.com/portal/48551/portal-home.
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Potential Bidders who register to access the electroni c plans on PlanetBids will be placed on the list of
Plan Holders at the time of registration. Only registered Plan Holders will be informed of any and all
subsequent project information prior to bid opening, including Addenda. Addenda will be issued
electronically only via PlanetBids. Bidder shall be responsible for all Addenda regardless of whether
Bidder has registered on PlanetBids or not.
PRE-BID MEETING: A non-mandatory pre-bid meeting will be held on Monday, January 24, 2022.
Potential bidders need to meet in the parking lot at the project site by 10:00 a.m. (32201 Forrestal Drive,
Rancho Palos Verdes, CA 90275.)
REQUEST FOR CLARIFICATION: If you discover any error, omission, ambiguity or conflict in
the Plans or Specifications and wish to have clarification, please email your request for clarification to
Robert Godfrey at rgodfrey@griffinstructures.com such that it is received by him/her no later than
close of business on January 26, 2022. Requests for clarification received after this date will be
disregarded. Please indicate the Project in your request for clarification. Responses will be provided by
February 1, 2022.
PREVAILING WAGES: Pursuant to the Labor Code of the State of California, the Director of Industrial
Relations has determined the general prevailing rate of wages and employer payments for health and
welfare, vacation, pension and similar purposes applicable to the work to be done. This rate and scale
are on file with the Director of Public Works and copies will be made available to any interested party on
request. The Contractor to whom the contract is awarded, and the subcontractors under him must pay
not less than these rates for this area to all workers employed in the execution of this contract. This
Project is subject to compliance monitoring and enforcement by the DIR.
BONDS: Each Bid must be accompanied by a cash deposit, cashier’s check, certified check or Bidder’s
Bond issued by a Suret y insurer, each of which must be made payable to the City, in an amount not less
than ten percent (10%) of the total Bid submitted. Personal or company checks are not acceptable.
Upon award of Contract, Contractor shall provide faithful performance and payment Bonds, each in a
sum equal to the Contract Price. Before acceptance of the Project, Contractor shall submit
warranty/maintenance Bonds that are valid for one year from acceptance, in the amount of one hundred
percentage (100 %) of the Contract Price; in lieu of the warranty Bond, Contractor may submit proof
from the Surety that the performance Bond has been extended for the appropriate duration of time. All
Bonds must be issued by a California admitted Surety insurer and submitted using the required forms,
which are in the Contract Documents, or in any other form approved by the City Attorney. Failure to
enter into a valid Contract, including the submission of all required Bonds and insurance coverages,
with the City within ten (10) Days after the date of the delivery of the Contract forms to the Bidder,
shall constitute a material breach and subject the Bid security to forfeiture to the extent provided by
law.
LICENSE: The bidder must possess a current Class B Contractor’s license issued by the California
State License Board at the time of the Bid submission. No contract will be awarded to any bidder who is
not a properly licensed California contractor as required by the California Business and Professions
Code. The successful Contractor must also possess a current City business license.
REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS: The
Contractor’s attention is directed to Labor Code Section 1725.5, which provides that a contractor or
subcontractor shall not be qualified to bid on, be listed in a Bid proposal, subject to the requirements of
Public Contract Code Section 4104, or engage in the performance of any contract that is subject to
Labor Code Section 1720 et seq., unless currently registered and qualified to perform public work
pursuant to Labor Code Section 1725.5.
LIQUIDATED DAMAGES: There is a Two Thousand Dollars ($2,000) per day assessment for
liquidated damages for each calendar day that work remains incomplete beyond the time specified for
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the completion of the work. Refer to the bid specifications and contract documents for further details.
BIDDING PROCESS: The City reserves the right to reject any or all bids or any parts thereof and
waive any irregularities or informalities in any bid or in the bidding and to make awards in all or part in
the best interest of the City. No bidder may withdraw his bid for a period of ninety (90) days after the
date set for the opening bids.
CITY OF RANCHO PALOS VERDES
By: Date:
Ramzi Awwad
Director of Public W orks
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INSTRUCTIONS TO BIDDERS
FORM OF PROPOSAL: The proposal shall be made on the bidding schedule (“proposal”)
herein. The proposal shall be submitted electronically on the City’s Planetbids website,
https://pbsystem.planetbids.com/portal/48551/portal-home. No paper bids will be accepted.
DELIVERY OF PROPOSALS: The proposal shall be submitted electronically by the time and
to the place stipulated in the Notice Inviting Sealed Bids. It is the bidder’s sole responsibility to
see that his proposal is received in proper time. Any proposal submitted after the scheduled
closing will not be allowed.
MODIFICATIONS AND ALTERNATIVE PROPOSALS: Unauthorized conditions, limitations or
provisos attached to a proposal will render it informal and may be cause for rejection. The complete
proposal forms shall be without interlineations, alterations or erasures, unless each such correction is
suitably authenticated by affixing in the margin immediately opposite the correction the surname or
surnames of the person or persons signing the bid. No oral, telegraphic or telephonic proposals or
modifications will be considered.
WITHDRAWAL OF PROPOSAL: The proposal may be withdrawn upon request by the bidder
without prejudice prior to, but not after, the time fixed for opening of bids, provided that the request is in
writing, has been executed by the bidder or a duly authorized representative, and is filed with the
DIRECTOR OF PUBLIC WORKS. No proposal may be withdrawn during the period of ninety (90)
calendar days after the opening of proposals.
BIDDER'S SECURITY: Each bid shall be accompanied by cash, certified or cashier's check payable to
the City, or a satisfactory bid bond in favor of the City executed by the bidder as principal and a
California admitted surety as surety, in an amount not less than ten percent (10%) of the amount set forth
in the bid. The check or bid bond shall be given as a guarantee that the bidder shall execute the contract if
it is awarded to him in conformity with the contract documents and shall provide the evidence of
insurance and furnish the necessary bonds as specified in the contract documents, within fifteen (15)
calendar days after written notice of the award. In case of the bidder's refusal or failure to do so, the cash,
check, or bond, as the case may be, shall be forfeited to the City. No bidder's bond will be accepted
unless it conforms substantially to the form set forth as required.
ADDENDA: The Director of Public Works may, from time to time, issue Addenda to the Contract
Documents. Parties that have registered with Planetbids on the City’s Planetbids website shall be notified
of electronic version of such Addenda, either by email, or at the City’s Planetbids website, during the
period of advertising at no additional cost. The City may determine, in its sole discretion, whether an
Addendum requires the postponement of the date set for submission of electronic Bids. The
announcement of the new date, if any, shall be made within the Addenda. Please Note: Bidders are
primarily and ultimately responsible for ensuring that they have received any and all Addenda. To this
end, each Bidder should continually monitor the City’s PlanetBids website for all Addenda posting and
other notices.
DISCREPANCIES IN PROPOSALS:
In case of discrepancy between words and figures, the words shall prevail.
COMPETENCY OF BIDDERS: In selecting the lowest responsible bidder, consideration will be given
not only to the financial standing, but also to the general competency of the bidder for the performance of
the work covered by the proposal. To this end, only pre-qualified bidders will be allowed to bid. No
agreement for the work will be executed with a contractor who is not licensed in accordance with the laws
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of the State of California under applicable provisions of the Business and Professions Code. The
licensing requirements for contractors shall apply also to subcontractors.
Contractors and subcontractors must sign the "Statement Acknowledging Penal & Civil Penalties
Concerning the Contractor's Licensing Laws."
BIDDER'S EXAMINATION OF SITE AND CONTRACT DOCUMENTS: Bidders must satisfy
themselves by personal examination of the location of the proposed work and by such other means as they
may prefer as to the proposal, plans, specifications, contract form and actual conditions and requirements
of the work, and shall not at any time after submission of the bid, dispute, complain, or assert that there
was any misunderstanding in regard to the conditions to be encountered, the character, quality, and
quantities of work to be performed and materials to be furnished, and the requirements of the proposal,
plans, specifications, and the contract form. The submission of a proposal shall be considered conclusive
evidence that the bidder has made such examination.
DISQUALIFICATION OF BIDDERS: No person, firm, or corporation shall be allowed to make, file
or be interested in more than one bid for the same work, unless alternate bids are specifically called for.
A person, firm or corporation that has submitted a subproposal to a bidder, or that has quoted prices of
materials to a bidder is not hereby disqualified from submitting a subproposal or quoting prices to other
bidders or making a prime proposal. If there is a reason to believe that collusion exists among the
bidders, all bids will be rejected.
RETURN OF BID SECURITY: The successful bidder's proposal guarantee shall be held until the
contract is executed. Bid security shall be returned to the three (3) lowest bidders within twenty (20)
calendar days after the successful bidder has signed the contract. All other securities shall be returned
immediately.
AWARD OF CONTRACT: The City reserves the right to reject any or all bids or any parts thereof or
to waive any irregularities or informalities in any bid or in the bidding. The award of the contract, if
made by the City, will be to the lowest responsible and qualified bidder. The award of contract, if made,
will be within ninety (90) calendar days after the opening of the proposals; provided that the award may
be made after said period if the successful bidder has not given the City written notice of the withdrawal
of his bid.
ALTERNATES: If alternate bids are called for, the contract shall be awarded to the lowest responsible
bidder on the base bid.
LISTING SUBCONTRACTORS: Each bidder shall submit a list of the proposed subcontractors on
this project, as required by the Subletting and Subcontracting Fair Practices Act (Public Contract Code §§
4100 et seq.). Forms for this purpose are furnished with the contract documents.
EXECUTION OF AGREEMENT: The bidder to whom award is made shall execute a written contract
with the City in the form included in these documents and shall secure and provide to City all insurance
and bonds as herein specified within fifteen (15) calendar days from the date of mai ling of written notice
of the award. Failure or refusal to enter into the agreement or to conform to any of the stipulated
requirements shall be just cause for the annulment of the award and forfeiture of the bidder's security. In
the event the bidder to whom an award is made fails or refuses to execute the Agreement within said time,
the City may declare the bidder's security forfeited, and it may award the work to the next lowest bidder,
or may call for new bids.
If the successful bidder refuses or fails to execute the contract, the City may award the contract to the
second lowest responsible bidder. If the second lowest responsible bidder refuses to execute the contract,
the City may award the contract to the third lowest responsible bidder to execute the contract; such
bidder's securities shall be likewise forfeited to the City.
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INSURANCE AND BONDS: The Contractor shall not begin work under the Agreement until it has
given the City evidence of comprehensive public liability insurance and Workers' Compensation
Insurance coverage. The successful Contractor shall also furnish two (2) bonds required by the State
Contract Act. Each of the said bonds shall be executed in a sum equal to the contract price. One of the
said bonds shall guarantee the faithful performance of the said contract by the Contractor, and the other
said bond shall secure the payment of claims for labor and material.
TELEPHONES: Bidders are hereby notified that City will not provide telephones for their use at the
time of receipt of bids.
INTERPRETATION OF PLANS AND DOCUMENTS: If any person contemplating submitting a bid
for the proposed contract is in doubt as to the true meaning of any part of the drawings, specifications or
other contract documents, or finds discrepancies in or omissions from the drawings and specifications, he
or she may submit a written request for an interpretation or correction to Robert Godfrey at
rgodfrey@griffinstructures.com by 5:00 p.m., January 26, 2022. The person submitting the request will
be responsible for its prompt delivery. Any interpretation or correction of the contract document will be
made only by an Addendum duly issued, and a copy of such Addendum will uploaded to PlanetBids no
later than 5:00 p.m., February 1, 2022. No oral interpretation of any provision in the contract
documents shall be binding.
SALES AND/OR USE TAXES: Except as may be otherwise specifically provided herein, all sales
and/or use taxes assessed by federal, state or local authorities on materials used or furnished by the
Contractor in performing the work hereunder shall be paid by the Contractor.
BID BREAKDOWN: Within 48 hours of bid opening, the City will instruct the Contractor to provide a
detailed bid breakdown and schedule of unit prices.
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GENERAL PROVISIONS
Section I
A. PROJECT PROVISIONS
1 – UNITS OF MEASURE
The U.S. Standard Measures also called U.S. Customary System is the principal measurement
system in these specifications and shall be used for construction, unless otherwise stated in the
Contract Documents.
Unless otherwise noted, the project provisions applicable to this contract shall be those set forth
in the Division 01 Specifications and Standard Specifications for Public Works Construction,
Latest edition, including all supplements, published by Building News, Inc., 990 Park Center
Drive, Suite E, Vista, California 92081 hereinafter referred to as "Standard Specifications." The
Standard Specifications are referred to and by this reference are made a part hereof as though set
forth at length. The Contractor is required to comply with the Standard Specifications in addition
to the conditions set forth in these General Provisions and Special Provisions.
B. AWARD OF BID AND EXECUTION OF CONTRACT
1 – DECISION AS TO WHICH CONTRACTOR IS THE LOWEST RESPONSIBLE
BIDDER
All bidders must be pre-qualified. The Director of Public Works may require any bidder on any
public improvement to submit experience records covering a three-year period. The City Council
may reject the bid of any bidder who has been delinquent or unfaithful in the performance of any
previous contract work. The decision of the City Council as to which bidder is considered the
"lowest responsible bidder" will be based not only on the actual amount of the bid, but also on the
relative competence and experience of the bidders, with particular regard to the quality
performance of any work done by them for the City or other entity in the past, and such decisions
shall be final and binding upon all parties.
2 – NON-COLLUSION AFFIDAVIT
The Contractor shall execute and return a "Non-collusion Affidavit" with its bid in the form
attached herein.
3 – EXECUTION OF THE CONTRACT
The contract, in the form set forth in the Contract Section shall be executed by the successful
bidder in accordance with the Instruction for Execution of Documents, and returned to the City
for execution by the City, and shall be accompanied by bonds as described in paragraph I-B-4
and the evidence of insurance required by paragraph I-B-5, all within fifteen (15) calendar days
from the date written notice of the award is mailed to bidder. No bidder proposal shall be
considered binding upon the City until such time as it has been executed by the City.
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4 – CONTRACT BONDS
The successful bidder shall furnish to the City at his own expense two surety bonds. One bond
shall be in the amount of 100 percent of the contract price in the form set forth in the Contract
Section to guarantee faithful performance of the contract work. The other bond, in an amount not
less than 100 percent of the contract price in the form set forth in the Contract Section shall be
furnished to secure payment of those supplying labor and materials as required by the California
Civil Code. Each bond shall be executed in accordance with the instruction set forth in the
Proposal Section and each bond shall be executed by a California admitted surety insure r
acceptable to, and approved by the City Attorney.
5 – INSURANCE
The Contractor shall at all times, during the term of this contract, carry, maintain and keep in full
force and effect, a policy or policies of comprehensive public liability insurance with an
insurance company admitted to write insurance in California, or carriers with a rating of, or
equivalent to, A:VII by A. M. Best & Company to, and approved by, the Director of Public
Works and City Attorney, within minimum limits of Five Million Dollars ($5,000,000.00)
combined single limit coverage against any injury, death, loss or damage as a result of wrongful
or negligent acts or omissions by the Contractor, together with an endorsement in substantially
the form set forth in the Contract Section attached hereto. The Contractor shall also at all times
during the term of this contract carry, maintain and keep in full force and effect a policy or
policies of Workers' Compensation insurance and shall provide to the City evidence of such
coverage in the form set forth herein.
6 – COMPLIANCE WITH PROVISIONS OF THE PUBLIC CONTRACT
All Contracts shall conform with the provisions of Sections 4100 through 4114, inclusive, of the
Public Contracts Code, as amended, concerning subcontractors and subcontracts.
7 – REJECTION OF BIDS
Proposals may be rejected by the City Council where, upon evidence of a prior performance of
the bidder, the City Council has made a finding that the bidder is not a responsible bidder because
of unsatisfactory performance within the past three (3) years with the City or with other public
entities. The City reserves the right to reject any or all bids and to waive any irregularity or
informality in any bid to the extent permitted by law.
C. LEGAL RELATIONS AND RESPONSIBILITY TO THE CITY
1 – LAWS TO BE OBSERVED
The Contractor shall keep himself or herself fully informed on all existing and pending State and
national laws and all municipal ordinances and regulations of the City, which in any manner
affect those employed in the work, or the material used in the work, or which in any way affect
the conduct of the work, and of all such orders and decrees of bodies or tribunals having
jurisdiction or authority over the same. The Contractor shall particularly observe all ordinances
of the City in relations to the obstruction of streets or conduct of the work, keeping open
passageways and protecting the same where they are exposed or dangerous to traffic.
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2 – SOCIAL SECURITY REQUIREMENTS
The Contractor shall furnish to the City satisfactory evidence that he and all subcontractors
working for him are complying with all requirements of the Federal and State Social Security
legislation. The Contractor, at any time on request, shall satisfy the City that the Social Security
and Withholding taxes are being properly reported and paid.
3 – PREVAILING WAGES
In accordance with the provisions of Section 1770 et seq., of the Labor Code, the Director of the
Department of Industrial Relations of the State of California has ascertained the general
prevailing rate of wages applicable to the work to be done under contract for public
improvement. The Contractor will be required to pay to all those employed on the project sums
not less than the sums set forth in the documents entitled "General Prevailing Wage
Determination made by the Director of Industrial Relations pursuant to California Labor Code
Part 7, Chapter 1, Article 2, Sections 1770, 1773, 1773.1 and 1776."
A copy of said documents is on file and may be inspected in the office of the Director of Public
Works. The Contractor shall post a copy of the prevailing wage rates at each job site.
4 – PENALTIES
The Contractor shall comply with the provisions of California Labor Code §§ 1774 and 1775
concerning the payment of prevailing rates of wages to workers and the penalties for failure to
pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than
fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the
prevailing rates as determined by the Director of Industrial Relations for the work or craft in
which the worker is employed for any public work done under the contract by Contractor or by
any subcontractor.
5 – WORKING HOURS
The Contractor shall forfeit, as penalty to the City, the sum of twenty-five ($25.00) dollars for
each worker employed in the execution of the contract by Contractor or by any subcontractor
under him for each calendar day during which such worker is required or permitted to wo rk more
than forty (40) hours in any one calendar week, in violation of the provisions of Article 3,
Chapter 1, Part 7, Division 1 of the Labor Code §§ 1810 et seq.
6 – APPRENTICES
Attention is directed to the provisions of Labor Code §§ 1777.5 and 1777.6 concerning the
employment of apprentices by the Contractor or any subcontractor under Contractor. It shall be
Contractor's responsibility to ensure that all persons shall comply with the requirements of said
sections in the employment of apprentices.
Information relative to apprenticeship standards and administration of the apprenticeship program
may be obtained from the Department of Industrial Relations, San Francisco, California, or from
the Division of Apprenticeship Standards and its branch offices.
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7 – REGISTRATION OF CONTRACTORS
Only a Contractor licensed in accordance with the provisions of Chapter 9, Division 3, of the
Business and Professions Code shall be permitted to enter into a contract with the City for any
public improvements.
8 – PERMITS AND LICENSES
The Contractor shall procure all permits and licenses, (including a Rancho Palos Verdes business
license), pay all charges and fees and give all notices necessary and incidental to the due and
lawful prosecution of the work.
9 – PATENTS
The Contractor shall assume all responsibility arising from the use of any patented, or allegedly
patented materials, equipment, devices or processes used on or incorporated in the work, and
shall defend, indemnify, and hold harmless the City, and each of its officers, agents, and
employees from and against any and all liabilities, demands, claims, damages, losses, costs, and
expenses, of whatsoever kind or nature, arising from such use.
10 – INDEMNITY
The Contractor agrees to indemnify and hold harmless the City and others and to waive
subrogation as set forth in the Indemnification and Hold Harmless Agreement and Waiver of
Subrogation and Contribution executed concurrently herewith, a copy of which is attached hereto
and incorporated herein by this reference.
11 – NOTICE
The address given in the Contractor's proposal is the place to which all notices to the Contractor
shall be mailed or delivered. The mailing to or delivering at the above named place of any notice
shall be deemed sufficient service thereof upon the Contractor, and the date of that service shall
be the date of such mailing or delivery. Such address may be changed at any time by written
notice signed by the Contractor and delivered to the Director of Public Works.
12 – CONTRACTOR'S RESPONSIBILITY FOR WORK
Until the final acceptance of the work by the City, by written action of the Director of Public
Works, the Contractor shall have the charge and care thereof and shall bear the risk of injury or
damage to any part of the work by the action of the elements or any other cause. The Contractor
shall rebuild, repair, restore and make good all injuries or damages to any portion of the work
occasioned by any cause before its completion and acceptance and shall bear the expense thereof,
except for such injuries or damages arising from the sole negligence of willful misconduct of the
City, its officers, agents or employees. In the case of suspension of work from any cause
whatever, the Contractor shall be responsible for all materials and the protection of work already
completed and shall properly store and protect them if necessary and shall provide suitable
drainage and erect temporary structures where necessary.
13 – MAINTENANCE AND GUARANTEE
(a) The Contractor hereby guarantees that the entire work constructed by Contractor under
the contract will meet fully all requirements as to quality of workmanship and materials. The
Contractor hereby agrees to make at Contractor's own expense any repairs or replacements made
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necessary by defects in materials or workmanship that become evident within one (1) year after
the date of the final payment, and to restore to full compliance with the requirements of these
specifications, including any test requirements set forth herein for any part of the project or work
constructed hereunder, which during said one (1) year period is found to be deficient with respect
to any provisions of the specifications. The Contractor shall make all repairs and replacements
promptly upon receipt of written orders for the same from the Director of Public Works. The
Contractor and Contractor's sureties shall be liable to the City for the cost thereof.
(b) The guarantees and agreements set forth in subsection (a) shall be secured by a su rety
bond which shall be delivered by the Contractor to the City before the Notice of Completion and
acceptance of the work, by the Director of Public Works, as provided in Su bsection 6-8 of the
Standard Specifications. Said bond shall be in the form approved by the City Attorney and
executed by a surety company or companies admitted in the State of California and satisfactory to
the City, in the amount of 100 percent of the contract. Said bond shall remain in force for a
period of one (1) year after the date of Notice of Completion and acceptance. Alternatively, the
Contractor may provide for the Faithful Performance Bond furnished under the contract to remain
in force and effect for said amount until the expiration of said one (1) year period.
14 – COOPERATION
The Contractor is hereby notified that additional work within the work site may be scheduled
during the course of this contract.
The Contractor shall cooperate with these and other projects in accordance with Sections 2-4
Standard Specifications.
Compensation for compliance shall be included in the various items of work, and no additional
compensation shall be allowed therefor.
D. PROSECUTION AND PROGRESS OF THE WORK
1 – SUBLETTING AND ASSIGNMENT
The Contractor shall give its personal attention to the fulfillment of the contract and shall keep the
work under Contractor's control. The Contractor shall not assign, transfer nor sublet any part of
the work without the written consent of the City by the Director of Public Works or his
authorized representative and of the surety of the Contractor's bond, and such consent of Surety,
together with a copy of the subcontract, shall be filed with the Director of Public Works. No
assignment, transfer or subletting, even though consented to, shall relieve the Contractor of
Contractor's liabilities under the contract. Subcontractors shall not be recognized as such, and all
persons engaged in the project will be considered as employees of the Contractor, their work
being subject to the provisions of the contract and the specifications. Should any subcontractor
fail to perform the work undertaken by him to the satisfaction of the Director of Public Works or
his authorized representative, said subcontractor shall be removed immediately from the project
upon request by the Director of Public Works, shall not again be employed on the work, and the
Contractor shall be held liable for the deficient work.
The Contractor shall submit to the City a list with the names, addresses and telephone numbers of
all subcontractors who will work under Contractor.
/ / /
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2 – CHARACTER OF WORKERS
The Contractor shall employ none but competent superintendents, project managers, foremen,
laborers and mechanics. Any overseer, superintendent, laborer or other person employed on the
work by the Contractor who is intemperate, incompetent, troublesome or otherwise undesirable,
or who fails or refuses to perform the work in the manner specified herein, shall be removed from
jobsite immediately and such person shall not again be employed on the work.
3 – TEMPORARY STOPPAGE OF CONSTRUCTION ACTIVITIES
The Director of Public Works shall have the authority to suspend the contract work, wholly or in
part, for such a period of time as the Director may deem necessary, due to unsuitable weather, or
to such other conditions as the Director considers unfavorable for the proper prosecution of the
work, or for such time as the Director may deem necessary due to failure on the part of the
Contractor or Contractor's workers to carry out orders or to perform any of the requirements of
the contract. The Contractor shall immediately comply with such an order from the Director of
Public Works and shall not resume operations until so ordered in writing.
4 – TIME OF COMPLETION AND LIQUIDATED DAMAGES
If all the contract work is not completed in all parts and requirements within the time specified in
the contract documents, the City shall have the right to grant or deny an extension of time for
completion, as may seem best to serve the interest of the City. The Contractor sha ll not be
assessed with liquidated damages during any delay in the completion of the work caused by acts
of God or of the Public Enemy, acts of the State, fire not due to acts of contractors, of
subcontractors, floods, epidemics, quarantine, restrictions, strikes, freight embargo or unusually
severe weather, delays of subcontractors due to such causes, or work suspensions directed by the
Director of Public Works or his authorized representative provided that the Contractor shall,
within ten (10) days from the beginning of such delay, notify the City, in writing, of the cause of
the delay. The City will ascertain the facts and the extent of the delay, if any, and the finding
thereon shall be final and conclusive. If the City deems it appropriate to assess t he contractor
liquidated damages, such damages shall be in the amount of Two Thousand Dollars ($2,000)
per working day.
5 - SUSPENSION OF CONTRACT
If at any time, in the opinion of the Director of Public Works, the Contractor fails to supply an
adequate working force, manufactured articles, or material of proper quality, or has failed in any
other respect to prosecute the work with the diligence and force specified and intended in any by
the terms of the contract, notice thereof in writing will be served upon Contractor, and should
Contractor neglect or refuse to provide means for a satisfactory compliance with the contract
within the time specified in said notice and as directed by the Director of Public Works, the
Director of Public Works shall have the power to suspend the operation of the contract and
discontinue all work or any part thereof, subject to review by the City Council. Thereupon the
Contractor shall discontinue such work, or such part thereof as the City may designate, and the
City may thereupon, by contract or otherwise, as it may determine, complete the work or such
part thereof, and charge the entire expense of so completing the work or any part thereof to the
Contractor, and for such completion the City itself or its Contractors may take possession of and
use, or cause to be used in the completion of the work, or any part thereof, any such materials,
implements and tools of every description as may be found at the place of such work. All
expenses charged under this paragraph shall be deducted and paid for by the City out of any
moneys then due or to become due the Contractor under the contract, or any part thereof, and in
such accounting the City shall not be held to obtain the lowest figure for the work for completing
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the contract, or any part thereof, or for ensuring its proper completion, but all sums paid therefor
shall be charged to the Contractor. In case the expenses so charged are less than sum which
would have been payable under the contract, if the same had been completed by the Contractor,
the Contractor shall be entitled to receive the difference, and in case such expense shall exceed
the amount payable under the contract, then the Contractor shall pay the amount of the excess to
the City, upon completion of the work, without further demand being made therefor. In the
determination of the question as to whether or not there has been any such noncompliance with
the contract as to warrant the suspension or annulment thereof, the decision of the City Council
shall be binding on all parties to the contract.
E. MEASUREMENT AND PAYMENT
1 – MEASUREMENT AND PAYMENT
Measure of the quantities of work and payments therefor shall be in accordance with
Specifications Section 012900 Payment Procedures. The monthly payment date shall be the last
calendar day of each month. A measurement of work performed and a progress estimate of the
value thereof based on the contract and of the monthly payment shall be prepared by the
Contractor and submitted to the Director of Public Works or his authorized representative before
the tenth day of the following month for verification and payment consideration.
2 – FINAL INVOICE AND PAYMENT
Whenever in the opinion of the Director of Public Works, the Contractor shall have completely
performed the contract, the Director of Public Works or his authorized representative shall notify
the City Clerk that the contract has been completed in its entirety. The Contractor shall then
submit to the Director of Public Works or his authorized representative for approval, a written
statement of the final quantities of contract items for inclusion in the final invoice. Upon receipt
of such statement, the Director of Public Works or his authorized representative shall check the
quantities included therein and shall authorize the Contractor to submit an invoice which in the
Director of Public Works' opinion shall be just and fair, covering the amount and value of the
total amount of work done by the Contractor, less 10 percent (10 percent) of the total work done.
The Director of Public Works shall then request that the City accept the work and that the City
Clerk be authorized to file, on behalf of the City in the office of the Los Angeles County
Recorder, a Notice of Completion of the work herein agreed to be done by the Contractor.
On the expiration of thirty-five (35) days after the date of recording the Notice of Completion, the
City shall pay to the Contractor the amount remaining after deducting from the amount of value
stated in the invoice all prior payments to the Contractor and all amounts to be kept and retained
under the provisions of the contract, and shall release the Faithful Performance Bond and Labor
and Material Bond.
The Contractor may, at Contractor's sole cost and expense, substitute securities equivalent to any
monies withheld by the Owner as provided in California Public Contract Code Section 22300. No
such substitution shall be accepted until all documents related to such substitution are reviewed
and found acceptable by the Owner's attorney.
3 – UNPAID CLAIMS
If upon or before the completion of the work herein agreed to be performed or at any time prior to
the expiration of the period within which claims of lien may be filed for record as prescribed by
the Code of Civil Procedure of the State of California, any person or persons claiming to have
performed any labor or furnished any materials, supplies or services towards the performance of
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completion of this contract or if they have agreed to do so, shall file with the City a verified
statement of such claim, or if any person shall bring against the City or any of its agents any
action to enforce such claim, the City shall until the discharge thereof, withhold from the moneys
that are under its control, as much as shall be sufficient to satisfy and discharge the amount in
such notice or under such action claimed to be due, together with the cost thereof; provided, that
if the City shall in its discretion permit the Contractor to file such additional bond as is authorized
by the Code of Civil Procedure in a penal sum equal to one and one-quarter times the amount of
said claim, said money shall not thereafter be withheld on account of such claim.
4– ACCEPTANCE
The parties agree that no certificate given shall be conclusive evidence of the faithful
performance of the contract, either in whole or in part, and that no payment shall be construed to
be in acceptance of any defective work or improper materials. Further, the certificate or final
payment shall not terminate the Contractor's obligations under the warranty here in above. The
Contractor agrees that payment of the amount due under the contract and the adjustments and
payments due for any work done in accordance with any alterations of the same, shall release the
City, the City Council and its officers and employees from any and all claims or liability on
account of work performed under the contract or any alteration thereof.
F. CONTROL OF WORK
1 – AUTHORITY OF THE DIRECTOR OF PUBLIC WORKS
The Director of Public Works or his authorized representative shall decide any and all questions
that may arise as to the quality and acceptability of materials furnished and work performed as to
the manner of performance and rate of progress of the work, and any and all questions which may
arise as to the interpretation of the plans and specifications. The Director of Public Works shall
likewise decide any and all questions as to the acceptable fulfillment of the contract on the part of
the Contractor, and all questions as to claims and compensations. The decision of the Director of
Public Works shall be final, and he shall have relative authority to enforce and make effective
such decisions and actions as the Contractor fails to carry out promptly.
For the purposes of routine and normal supervision and coordination of work, the Director of
Public Works is the City's authorized representative for all work within the scope of this
agreement.
2 – CONFORMITY WITH PLANS AND ALLOWABLE VARIATION
Finished surfaces shall in all cases conform with the lines, grades, cross-sections and dimensions
shown on the plans. Minor deviations from approved plans, whenever required by the exigencies
of construction, shall be determined in all cases by the Director of Public Works and authorized
in writing. All such deviation shall be recorded on “as–built” plans and submitted to the Director
of Public Works or his authorized representative, upon project completion.
3 – PROGRESS OF THE WORK
The Contractor’s working days shall begin on the date stated in the Notice To Proceed which will
be issued following the pre-construction conference. The Contractor shall diligently prosecute
the work to completion before the expiration of the time limit appearing in the specifications.
/ / /
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4 – SAMPLES
The Contractor shall furnish all products and materials required to complete the work. All
materials and products must be of the specified quality and fully equal to samples, when samples
are required. Whenever required, the Contractor shall submit to the Director of Public Works or
his authorized representative for test, and free of charge, samples of any one of the materials or
products proposed to be used in the work. Said samples shall be delivered by the Contractor to
the place within the City designated by the Director of Public Works. Rejected materials must be
immediately removed from the work by the Contractor and shall not again be brought back to the
site.
5 – TRADE NAMES AND ALTERNATIVES
For convenience in designation on the plans or in the specifications, certain equipment or articles
or materials to be incorporated in the work may be designated under a trade name of
manufacturer and the catalog information. The use of an alternative equipment or an article or
equipment which is of equal quality and of the required characteristics for the purpose intended
will be permitted, subject to the approval of the Director of Public Works or his authorized
representative, in accordance with the following required by Section 3400 of the Public Contract
Code of the State of California:
The burden of proof as to the comparative quality and suitability of alternative equipment or
articles or materials shall be upon the Contractor, and Contractor shall furnish, at Contractor's
own expense, all information necessary or related thereto as required by the Director of Public
Works or his authorized representative. The Director of Public Works shall be the sole judge as
to the comparative quality and suitability of alternative equipment or articles or materials and the
Director's decision shall be final. All requests for substitution shall be submitted, together with
all documentation necessary for the Director to determine equality, within 20 days following the
award of the contract.
6 – PROTECTION OF WORK
The Contractor shall continuously maintain adequate protection of all Contractor's work from
damage, and the City will not be held responsible for the care or protection of any material,
equipment or parts of work, except as expressly provided for in the specifications.
7 – CONFLICT OF TERMS
The notice to bidders, proposal, plans, specifications and General Provisions are essential parts of
the contract for a given project. These documents, together with the necessary bonds and bidder's
guarantee, constitute the contract as defined herein, and a requirement included in one document
shall be as binding as though included in all, as they are intended to be cooperative and to provide
a description of the work to be done. Should there be any conflict or discrepancy between terms
used, then the more stringent shall govern.
8 - INTERPRETATION OF PLANS AND SPECIFICATIONS
Should it appear that the work to be done, or any matter relative thereto, is not sufficiently
detailed or explained on the plans or in the specifications, the Contractor shall request the
Director of Public Works or his authorized representative for such further explanation as may be
necessary, and shall conform to such explanation or interpretation as part of the contract, so far as
may be consistent with the intent of the original specifications. In the event or doubt of questions
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relative to the true meaning of the specifications, refer ence shall be made to the City Council,
whose decision thereon shall be final.
9 – INCREASES AND DECREASES OF THE WORK TO BE DONE
The City reserves the right omit portions of the work so described, as may be deemed necessary
or expedient by the Director of Public Works and the Contractor shall agree not to claim or bring
suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission
of any kind of work to be done.
10 – ALTERATIONS OF THE WORK TO BE DONE
By mutual consent of the parties signatory to the contract, alterations, modifications or deviations
from the type of work may be described on the plans, specifications or on the proposal form may
be made without in any way making the contract void. The price to be paid by the City to the
Contractor for such altered or modified work shall be agreed upon in writing, endorsed upon the
original contract and signed by the proper parties to said contract.
Whenever, during the progress of the work, such changes or modifications are deemed necessary
by the Director of Public Works and agreed upon, as aforesaid, said deviations shall be
considered and treated as though originally contracted for, and shall be subject to all the terms,
conditions and provisions of the original contract.
11 – PUBLIC UTILITIES
(a) All of the existing utility facilities except those to be removed or relocated as shown on
the plans will remain in place and the contractor will be required to work around said facilities.
In case it should be necessary to remove the property of a public utility or franchise, such owner
will, upon proper application by the Contractor, be notified by the Director of Public Works or
his authorized representative to move such property within a reasonable time, and the Contractor
shall not interfere with said property until after the expiration of the time specified. The right is
reserved to the owners of public utilities or franchises to enter upon the project site for the
purpose of making repairs or changes in their property which may be necessary as a result of the
work. The Contractor shall also schedule and allow adequate time for those relocations or
modifications necessary for the project by the respective utility owners. Employees and agents of
the City shall likewise have the privilege of entering upon the project site for the purpose of
making any necessary repairs or replacements.
(b) The Contractor shall employ and use only qualified persons, as hereinafter defined, to
work in proximity to Southern California Edison secondary, primary and transition facilities. The
term "qualified person" shall mean one, who by reason of experience or instruction, is familiar
with the operation to be performed and the hazards involved, as more specifically defined in
Section 2700 of Title 8 of the California Administrative Code. The Contractor shall take such
steps as are necessary to assure compliance by any subcontractors.
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12 – PROCEDURE IN CASE OF DAMAGE TO PUBLIC PROPERTY
Any portions of curb, gutter, sidewalk or any other City improvement damaged by the Contractor
during the course of construction shall be replaced by the Contractor at Contractor's own cost,
free of charges to the City. The cost of additional replacement of curb, gutter or sidewalk in
excess of the estimated quantities shown in the proposal form and specifications, and found
necessary during the process of construction, (but not due to damage resulting from carelessness
on the part of the Contractor during Contractor's operation), shall be paid to the Contractor. For
the purposes of this contract, all curb termination stub-outs for traffic signal detectors are
considered existing improvements. Existing curb termination stub-outs damaged as a result of
work required by the Plans and Specifications shall be replaced by the Contractor at no cost to the
Agency.
13 – REMOVAL OF INTERFERING OBSTRUCTIONS
The Contractor shall remove and dispose of all debris, abandoned structures, tree roots and
obstructions of any character met during the process of excavation, it is understood that the cost
of said removals are made a part of the bid price.
14 – QUALITY OF MATERIAL
Materials shall be new, and of specified kind and quality, and fully equal to samples when
samples are required. When the quality or kind of material or articles shown required under the
contract is not particularly specified, the Contractor shall estimate that the City will require
articles and materials representing the best of their class or kind or at least equal to the class or
quality of similar articles or materials when specified. Materials shall be furnished in such
quantities and kinds and at such times as to ensure uninterrupted progress for the work. They
shall be stored properly and protected as required. The Contractor shall be entirely responsible
for damage or loss by weather or any other cause.
15 – REMOVAL OF DEFECTIVE OR UNAUTHORIZED WORK
It is the intent of the specifications that only first-class work, materials and workmanship will be
acceptable. All work which is defective in its construction or deficient in any of the requirements
of the specifications shall be remedied or removed and replaced by the Contractor in an
acceptable manner, and no compensation will be allowed for such correction. Any work done
beyond the lines shown on the plans or established by the Director of Public Works or his
authorized representative, or any extra work done without written authority will be considered as
unauthorized and will not be paid for. Upon failure on the part of the Contractor to comply
forthwith with any order of the Director of Public Works made under the provisions of this
paragraph, the Director of Public Works shall have authority to cause defective work to be
remedied or removed and replaced, and unauthorized work to be removed, and to deduct the costs
thereof from any moneys due or to become due the Contractor. If the work is found to be in
compliance with these specifications, the Director of Public Works will furnish the Contractor
with a certificate to that effect.
16 – SUPERVISION
All manufactured products, materials and appliances used and installed, and all details of the
work shall at all times be subject to the supervision, test and approval of the Director of Public
Works or his authorized representatives. The Director of Public Works or his authorized
representatives shall have access to the work at all times during construction and shall be
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furnished with every reasonable facility for securing full knowledge with regard to the progress,
workmanship and character of the materials used or employed in the work.
17 – SOIL COMPACTION TESTING
Any soil compaction testing and certification shall be certified by a Geotechnical Engineer and
provided and paid for by the City.
18 – PRESERVATION OF PROPERTY
Existing improvements in areas adjoining the property whereon demolition and removal is being
performed shall be protected from injury or damage resulting from operations of the Contractor
and the Contractor shall be responsible for such damage. In like manner any building, structure,
tree, shrub, or other item designated for preservation on the property where demolition and
removal is being performed shall be similarly protected and preserved.
19 – DUST CONTROL
The Contractor shall provide such dust laying equipment and methods as may be required to
protect adjacent property from annoyance or damage from dust caused by his operations, and
failure to control such dust shall be cause for the Director of Public Works or his authorized
representative to stop the work until said dust is controlled, and the Contractor shall have no
recourse to collect from the City for any loss of time or expense sustained by him due to such
suspension of work.
20 – SELECTED MATERIALS
Existing materials excavated within the project limits that meet the specifications for trench
backfill, topsoil, or other selected materials may be used to fulfill all or a portion of the
requirements for such materials. No additional compensation will be allowed for excavation,
stockpiling, overhaul, or placing selected materials encountered in the excavation.
21 – SURPLUS MATERIALS
The Contractor shall furnish written consent from the owner of the property where it is intended
to dispose of the surplus material. Surplus excavation shall become the property of the
Contractor.
22 – CLEAN UP
During all phases of construction, the Contractor shall maintain a clean work site; the Contractor
shall be responsible for the removal and disposal of all demolition debris, trash, concrete, asphalt,
tree roots, and any other debris resulting from the work performed on a regular basis. Full
compensation for cleanup shall be considered as included in the Contractor’s price for General
Requirements and General Conditions.
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23 – EQUIPMENT REQUIREMENTS
The Contractor shall provide a lead car with a "Wide Load" warning sign to lead the movement
of any materials or equipment exceeding 7 feet in maximum horizontal dimension over any street
to the location of the scheduled work site. Violations will be subject to a fine of one hundred
dollars for each violation as determined by the Director of Public Works or his authorized
representative. Any other violations shall be subject to the vehicle code of the State of
California. Full compensation for the cost of furnishing the lead vehicles and adhering to the
requirements of this section shall be considered as included in the bid price, and no additional
compensation will be allowed therefor.
24 – PROTECTION OF WORK AND PUBLIC
The Contractor shall take all necessary measures to protect work and prevent accidents during
any and all phases of the work. The Contractor shall repair all damaged parts of the project as a
result of vandalism (i.e., vehicle tracks, footprints, writing, etc.) and will respond to alleged
damage to private property and/or vehicles within twenty-four (24) hours of notification. If
deemed necessary by the City, the Contractor shall repair the defective area in accordance with
these Special Provisions.
25 – SPRINKLER SYSTEMS
Any sprinkler system damaged during the contract shall be repaired by the Contractor at no
additional cost within 24 hours of notification. If not completed within said limit, the City shall
have the authority to complete such work and deduct cost plus 20 percent administration thereof
from any moneys due or to become due to the Contractor.
26 – CONTRACTOR’S SUPERINTENDENT AND PROJECT MANAGER
The Contractor shall designate in writing and keep on the work at all times during its process a
competent, full-time, technically qualified superintendent, who shall not be replaced without
written notice to the Director of Public Works or his authorized representative except under
extraordinary circumstances. The Contractor’s superintendent shall be present at the site of the
work at all times while work is in progress. The Superintendent’s sole duties shall be to
supervise a full work crew and coordinate activities pertaining any work performed by the
Contractor or its subcontractors. Failure to observe this requirement shall be considered as
suspension of the work by the Contractor until such time as such superintendent is again present
at the site. The Director of Public Works or his authorized representative shall have the right, at
any time, to direct a change in the Contractor’s superintendent, if the performance is
unsatisfactory, as determined by the Director of Public Works or his authorized representative, in
its sole discretion.
The Contractor shall designate in writing and keep on the work at all times during its process a
competent, full-time, technically qualified project manager, who shall not be replaced without
written notice to the Director of Public Works or his authorized representative except under
extraordinary circumstances. The Contractor’s project manager shall be responsible for overall
administration and coordination of the work including, but not limited to processing of schedules,
discussion of change orders and extra work and coordination and distribution of the Daily
Reports. The Director of Public Works or his authorized representative shall have the right, at
any time, to direct a change in the Contractor’s project manager, if the performance is
unsatisfactory, as determined by the Director of Public Works or his authorized representative, in
its sole discretion.
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27 – CONTRACTOR’S DAILY REPORTS
The Contractor shall complete consecutively numbered legible daily reports indicating the
number of people working, their names, a narrative description of work performed, the individual
locations of the work, serviceable major equipment in use, serviceable major equipment idled,
serviceable major equipment down for repairs, sub-contractors working at site, weather
conditions, temperature, start time, finish time, and the date. The Contractor’s Superintendent
shall sign each report. The daily report shall be completed on forms prepared by the Contractor
and acceptable to the Director of Public Works or his authorized representative. The City will
provide a sample format for the daily report at the preconstruction conference. The Contractor
shall distribute copies to the Construction Observers and the Director of Public Works or his
authorized representative at either the conclusion of each workday or prior to the start of work the
next day. No progress payments will be processed or made to the Contractor unless all daily
reports are completed to the date of submittal of application for payment.Contractor shall upload
daily reports to Submittal Exchange weekly.
28 – REQUEST FOR WORKING DAYS
The Contractor shall notify the Director of Public Wor ks or his authorized representative
separately in writing within 7 calendar days after the occurrence of a delay, when the Contractor
believes that it is entitled to an additional working day per any day the Contractor is prevented
from working at the beginning of the workday, for cause defined in Section 6-6.1 of the Standard
Specifications, or any day the Contractor is prevented from working during the first 5 hours with
at least 60 percent of the normal work force for cause as defined in Section 6-6.1 of the Standard
Specifications. The Contractor’s failure to give written notice in the time period specified above
shall constitute a waiver of all claims for an additional work day, whether direct or c onsequential
in nature and that day will be counted as a working day. Upon receipt of the Contractor’s written
request, the Director of Public Works or his authorized representative will then make a
determination of whether the day or days the Contractor is requesting shall be counted as working
days.
29 – DEFECTIVE MATERIALS
All materials not conforming to the requirements of these specifications shall be considered as
defective, and all such materials shall be removed immediately from the site of the work unless
otherwise permitted by the Director of Public Works or his authorized representative. Upon
failure on the part of the Contractor to comply with any order by the Director of Public Works or
his authorized representative made under the provisions of this article, the Director of Public
Works shall have the authority to remove and replace defective material and to deduct the cost of
removal and replacement from any moneys due or to become due to the Contractor.
30 – SOUND AND VIBRATION CONTROL REQUIREMENTS
The Contractor shall comply with all local sound control and noise level rules, regulations and
ordinances. No internal combustion engine shall operate on the project without a muffler of the
type recommended by the manufacturer. Should any muffler or other control device sustain
damage, the Contractor shall promptly remove the equipment and shall not return said equipment
to the job until the device is repaired or replaced. Said noise and vibration level requirements
shall apply to all equipment on the job or related to the job, including, but not limited to truck,
transit mixers or transit equipment that may or may not be owned by the Contractor.
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31 – AIR POLLUTION CONTROL
Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes.
All containers of paint, thinner, curing compound, solvent or liquid asphalt shall be labeled to
indicate the contents, fully complying with the applicable material requirements.
32 – FINAL CLEANING UP
Upon completion of the project and before making application to the Director of Public Works or
his authorized representative for acceptance of the work, the Contractor shall clean the entire
project site, of all rubbish, debris, excess material, temporary structures and equipment, leaving
the entire site of the work in a neat and presentable condition.
33 – RESOLUTION OF PUBLIC WORKS CLAIMS
This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of
Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works
claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and
supporting documentation by the contractor, for the response to such claims by the contracting
public agency, for a mandatory meet and confer conference upon the request of the contractor, for
mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This
contract hereby incorporates the provisions of Article 1.5 as through fully set forth herein.
34 – TRENCHES AND EXCAVATIONS
In accordance with Public Contract Code § 7104, whenever the digging of trenches or other
excavations, the Contractor shall promptly, and before the following conditions are disturbed,
notify the City in writing of any: 1) Material that the Contractor believed may be material that is
hazardous waste, as defined in Health and Safety Code § 25117, that is required to be removed to
a Class I, Class II, or Class III disposal site in accordance with provisions of existing law: 2)
Subsurface or latent physical conditions at the site differing from those indicated; or 3) Unknown
physical conditions at the site of any unusual nature, different materially from those ordinarily
encountered and generally recognized as inherent in work of the character provided for in the
contract. The City shall promptly investigate the conditions, and if it finds that the conditions do
materially so differ, or do involve hazardous waste and cause a decrease or increase in the
Contractor’s cost of, or the time required for, performance of any part of the work, the City shall
issue a change order under the procedures described in the Contract. In the unlikely event that a
dispute arises between the City and the Contractor regarding whether the conditions materially
differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or
time required for, performance of any part of the work, the Contractor shall not be excused from
any scheduled completion date provided for by the Contract, but shall proceed with all work to be
performed under the Contract. The Contractor shall retain any and all rights provided either by
contract or by law which pertain to the resolution of disputes and protests between the contracting
parties. Where applicable, Contractor shall comply with the trench or excavation permit
requirement found in Labor Code § 6500 and the excavation safety requirements found in Labor
Code § 6705.
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SPECIAL PROVISIONS
Section II
CITY PROJECT: LADERA LINDA COMMUNITY PARK PROJECT
A. GENERAL PROJECT INFORMATION
1 – REQUIREMENTS
All work embraced herein shall be accomplished in accordance with the project plans and
specifications, and the applicable portions of the "Standard Specifications for Public Works
Construction," the Latest edition, including all supplements, herein referred to as "Standard
Specifications, except as modified by these Special Provisions and the Project Plans.
The U.S. Standard Measures also called U.S. Customary System is the principal measurement
system in these specifications and shall be used for construction, unless otherwise stated in the
Contract Documents.
In addition to the above, the Contractor shall comply with the requirements of the following:
(a) Notice Inviting Sealed Bids
(b) Instructions to Bidders
(c) Proposal
(d) Bid Bond
(e) Information Required of Bidders
(f) Contract Agreement
(g) Faithful Performance Bond
(h) Labor and Material Bond
(i) Statement Acknowledging Penal and Civil Penalties Concerning the Contractor's
Licensing Laws.
2 – DEFINITION OF TERMS
Wherever in the "Standard Specifications" terms are used, they shall be understood to mean and
refer to the following:
Agency & Owner - City of Rancho Palos Verdes
Board - City Council, City of Rancho Palos Verdes
Engineer - The Director of Public Works, acting either directly or
through the properly authorized agents, such agents acting
within the scope of the particular duties entrusted to them.
Notice to Contractors - Notice Inviting Sealed Bids
3 – PROJECT PLANS
The location of the work, its general nature, extent, form and detail of the various features are
listed as a part of these Specifications and Plans.
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4 – SCOPE OF WORK
The work to be done consists of furnishing all materials, equipment, tools labor and incidentals as
required by the plans, specifications and contract documents.
5 – NOTICE TO PROCEED
Upon award of this contract and signing the contract documents, the City shall issue the
Contractor a Notice to Proceed. Contract period shall commence on the date in the Notice to
Proceed. Working days are defined as Monday through Friday, with the exception that no work
may take place on the following City holidays:
Memorial Day
Independence Day
Labor Day
Election Day
Thanksgiving Day
Day after Thanksgiving Day
Winter Break, December 25 through January 1
In addition, no work will be allowed on any special election day which may be declared. Should
a special day be declared, a time extension of one working day will be granted for each day. In
addition, no work will be allowed on any prevailing wage holiday recognized by the State
Department of Industrial Relations.
The City will not authorize any work to be done under these Specifications before the contract
agreement has been fully executed; and any work that is done by the contractor in advance of
such time shall be considered as being done at Contractor's own risk and responsibility, and as a
consequence will be subject to rejection by not having been done in the presence of the Director
of Public Works or Inspector as provided in Section 3-4 of the Standard Specifications.
In the event that the Director of Public Works shall be of the opinion that the work is being
inadequately or improperly executed in any respect, he/she may demand that the Contractor
improve or change the execution of the work in such manner as to assure proper and timely
completion.
6 – UTILITIES
It is anticipated that these existing utilities will not interfere with the Contractor's construction
operations. However, the Contractor shall exercise due care to ensure that these utility facilities
are not damaged during his operations. The Contractor shall notify the following utility
companies prior to the beginning of any work:
AGENCY
TELEPHONE NUMBER
City of Rancho Palos Verdes (310) 544-5252
Southern California Edison Co. (310) 783-1156
Southern California Gas Co. (310) 687-2020
Verizon (310) 793-4159
California Water Service Co. (310) 541-2438
Cox Communications (310) 551-5020 ext. 30
County of Los Angeles, Dept. of Public Works (storm
drain)
(626) 458-3109
B-28
SPC19-11 SP - 3
AGENCY
TELEPHONE NUMBER
County of Los Angeles, Dept. of Public Works (sewer) (626) 458-4357
Sanitation District of Los Angeles County (562) 699-7411 ext. 1205
USA (800) 227-2600
7 – STREET CLOSURES
No closure of any street shall be allowed unless prior written permission is obtained from the
Director of Public Works or his authorized representative. If permission to close a street is
granted, then the Contractor is required to notify the Engineer in writing at least five (5) working
days in advance of street closures, and all emergency services, public transportation services,
garbage collections services, and school bus services, and other agencies as determined by
Department of Public Works shall be notified by the contractor in writing of the locations, time
and date of the closures a minimum four (4) working days in advance of street closures. In case
of schedule changes, the emergency services, etc., shall be notified by telephone at least two (2)
days in advance of the street closure.
For construction in the vicinity of a school, the Contractor shall contact the Palos Verdes Unified
School District, obtain a school schedule, and school circulation plan and incorporate information
into the project's schedule and traffic control, such that within 1,000 feet of the school on routes
serving the school for student arrivals and departures are not impacted between one hour before
and one half hour after the school day start time and one hour before or one half hour after school
day end time.
AGENCY TELEPHONE NUMBER
Peninsula Fire Department (310) 377-9523
Los Angeles County Sheriff's Department (310) 539-1661
Western Waste Industries (310) 830-7100
Metro (bus) (213) 626-4455
LA County Fire Department (310) 830-3361
PV Transit (310) 544-7108
Peninsula Dial-A-Ride (310) 544-7108
Waste Management (800) 669-6580
Postmaster (310) 377-6833
BFI (310) 329-4115
Ivy Rubbish Disposal (310) 530-2899
Palos Verdes Unified School District (310) 378-9966
8 – CONFERENCE
The Contractor shall attend a preconstruction meeting with the Director of Public Works, which
shall be held a minimum of five (5) working days prior to commencement of any work. The
Contractor shall submit his 24-hour emergency telephone numbers to the Director of Public
Works or his authorized representative for approval a minimum of two (2) working days prior to
the pre-construction conference.
9 – PARKING AND STAGING
No Contractor parking or staging is allowed on public streets outside of the construction site.
Parking and staging are allowed on the project site only.
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SPC19-11 SP - 4
10 – SANITARY CONVENIENCE
Necessary sanitary facilities for the use of workman on the job shall be provided and maintained
in an approved manner by the Contractor, properly secluded from public observation and in
compliance with health ordinances and laws, and their use shall be strictly enforced by the
Contractor. Any workman who fails to use the sanitar y facilities as intended shall be removed
from the project site permanently at the sole discretion of the Engineer.
11 – CONSTRUCTION YARD
It shall be the Contractor's responsibility to locate any storage sites for materials and equipment
needed and such sites either located on public or private property must be approved in advance by
the Director of Public Works or his authorized representative. If permission is given to use a City
site, the Contractor shall repair any damage as a result of his operati ons and any repairs will
restore the site to new and not pre-existing conditions.
When storage sites are to be on located upon private property, the Contractor shall submit to the
Director of Public Works or his authorized representative, written approval from the record owner
authorizing the use of the property by the Contractor. The Contractor shall contact the appropriate
City Planning Department to determine if the using the site as a stockpile area is allowed. After
the project is complete, the Contractor shall supply a written release signed by the owner of
record that said property has been satisfactorily restored in order to provide assurance to the City
that no later property owner claims will be filed by residents whose property has allegedly
damaged by the Contractor and not repaired to their satisfaction. The City will provide the
Contractor with a sample release form upon request.
12 – EQUIPMENT REQUIREMENTS
Contractor shall furnish all equipment required to safely complete the work and avoid, if possible,
conducting any on-site maintenance or repair of said equipment. Necessary minor maintenance
may be conducted on site; however, all maintenance and/or repairs shall be completed Monday
through Friday between the hours of 7:30 a.m. and 5:30 p.m. Fueling and minor maintenance
shall be in compliance with the NPDES requirements.
All equipment shall be in good repair. Equipment from which leaks of oil, hydraulic fluids,
coolant, etc., are observed shall be removed from service until the necessary repairs have been
completed.
13 – PRESERVATION OF PROPERTY
Existing improvements in areas adjoining the locations whereon construction activities are being
performed shall be protected from injury or damage resulting from operations of the Contrac tor.
In like manner any building, structure, tree, shrub, or other item in the vicinity of the Contractor's
operation, shall be similarly protected and preserved. Vegetation cleared during site preparation
shall become the property of the Contractor and shall be removed from the area unless otherwise
directed by the Director of Public Works or his authorized representative.
B-30
SPC19-11 SP - 5
14 - NPDES COMPLIANCE/WATER POLLUTION CONTROL
Water pollution control shall consist of constructing those facilities specified by these Contract
Documents, required by law, or as ordered by the Director of Public Works or his authorized
representative. Said work is intended to provided prevention, control and abatement of water
pollution to streams, oceans and other bodies of water. Full compensation for conforming to the
requirements in this entire section shall be considered as included in the prices paid for the
various contract items of work, and no additional compensation will be allowed therefor.
Housekeeping/Cleanup: The Contractor shall prevent pollution of storm water from cleanup
and disposal operations by using best management practices and good housekeeping methods.
When fluids or dry materials spill, cleanup should be immediate, thorough, and routine. The
Contractor shall never attempt to “wash them away” with water, or bury them. The Contractor
shall report significant spills to the appropriate spill response agencies immediately. The
Contractor shall recognize that different types of materials have different disposal requirements
and follow appropriate practices. The Contractor shall confine non-hazardous debris to
dumpsters, covered at night or during wet weather, and taken to a landfill for recycling or
disposal. The Contractor shall handle hazardous debris in accordance with specific laws and
regulations and dispose of as a hazardous waste. A separate permit is required. Common
hazardous debris found on construction sites are: (Liquid residues from paints, thinners, solvents,
glues, and cleaning fluids. Leaching agents form lumber such as formaldehyde, arsenic, copper,
creosote and chromium, motor oil, gear oil, antifreeze fluids, brake fluids, etc., unused
pesticides.)
Sanitary Waste Management: The Contractor shall prevent the discharge of sanitary waste to
storm water by providing convenient, properly located, well maintained facilities. The Contractor
shall hire a licensed portable sanitary facility leasing company which will clean the facilities
regularly and keep them in good working order. The Contractor shall make sure that portable
sanitary facilities are located on relatively level ground away from traffic areas, drainage courses,
and storm drain courses, and storm drain inlets. The Contractor shall regularly inspect the
facilities for any leaks, and have defective units replaced.
Vehicle and Equipment Management: The Contractor shall use and maintain construction
vehicles and equipment in a manner that prevent leaks and spills of fluids, contains wash waters,
and controls off-site tracking. The Contractor shall not allow leaking vehicles and equipment on-
site and shall inspect equipment and vehicles frequently for leaks and repair them immediately.
The Contractor shall clean up spills and leaks promptly with absorbent materials and shall not
flush with water.
The Contractor shall fuel, maintain, and repair vehicles and equipment off-site whenever
possible, and on-site only in designated areas. The Contractor shall prevent run-on and run-off
from designated areas, provide containment devices and cover if necessary.
The Contractor shall wash vehicles and equipment on-site in designated, contained areas,
allowing wash waters to infiltrate into the ground. The Contractor shall use phosphate-free,
biodegradable soaps, steam clean in confined areas only.
When not in use, the Contractor shall store equipment and vehicles in designated, contained areas
and place drip pans and absorbent material under stored equipment that is prone to leaking and
dripping (e.g. paving equipment).
If the Contractor must drain and replace motor oil, radiator coolant, or other fluids on-site, use
drip pans or drop cloths to catch drips and spills. The Contractor shall collect all spent fluids,
B-31
SPC19-11 SP - 6
store in separate containers, and recycle whenever possible. Note: For recycling purposes, such
liquids must not be mixed with other fluids. Non-recycled fluids generally must be disposed of as
hazardous waste.
Surface and Subsurface Water Control: The Contractor shall prevent or reduce the discharge
of pollutants to storm water from surface and subsurface water control operations by using the
following methods:
For surface water control operations where the flow is routed to bypass the construction area,
establish stable (erosion resistant) conveyance routes for the diverted flow. Trap any significant
sediment (e.g., mud) generated by the rerouted flow in a sediment trap, filtering berm, or basin.
In subsurface pumping or other subsurface water control operations where significant amounts of
sediment (e.g., mud) are present in the removed water, capture the sediment in a sediment trap,
filtering berm, or basin.
If a sediment trap or basin is required for the surface or subsurface water control operations, the
facility should be designed such that the sediment is settled or trapped in the facility prior to
discharging of the water.
In areas suspected of groundwater pollution, sample the groundwater near the
excavation/pumping site and have the water tested for known or suspected pollutants at a certified
laboratory.
Any proposed discharge of groundwater may be subject to requirements of the Regional Water
Quality Control Board if water is discharged to groundwater or land.
Concrete and Mortar Products: The Contractor shall prevent or reduce the discharge of
pollutants to storm water from concrete waste by conducting washout at appropriate off-site
locations, performing on-site washout in a designated area, and training employees and
subcontractors.
The Contractor shall store and mix dry and wet materials either off -site or under cover, away
from drainage areas.
For washout of concrete trucks, the Contractor shall provide appropriate off-site locations or
designated contained areas, at least 50 feet away from storm drains, open ditches, streets, or
streams.
The Contractor shall prevent run-off from designated washout areas by constructing a temporary
pit or bermed area large enough for liquid and solid waste. When concrete sets, breakup and
dispose of it in construction fills per direction of soils engineer or as solid waste or recycle.
The Contractor shall inform concrete suppliers of the designated washout locations and disposal
sites for concrete and mortar products.
Asphalt and Bituminous Products: The Contractor shall prevent or reduce the discharge of
pollutants from asphalt and bituminous operations, by preventing run-on and run-off during the
operation, properly disposing of waste, and training employees and subcontractors. The
Contractor shall:
Avoid prime or tack coating during wet weather. Store materials away from drainage courses to
prevent material from entering the run-off. Cover catch basins and manholes when applying seal
B-32
SPC19-11 SP - 7
coat, tack coat, slurry seal, fog seal, etc. Make sure sand or gravel placed over new asphalt does
not wash into storm drains, streets, or creeks. Dispose of old asphalt properly. Collect and
remove all broken asphalt from the site and recycle whenever possible. Do not dispose of asphalt
products into waterways. Follow the storm water permitting requirements for industrial activities
if paving involves an on-site mixing plant.
Construction Water: The Contractor shall reduce or eliminate excessive construction water that
may cause erosion and carry pollutants from the site. The Contractor shall:
Store construction water in leak proof tanks, located away from the drainage system. Use
construction water conservatively. Whenever possible, dispose of excess water on-site, by
allowing it to soak into the ground.
Saw Cut Slurry: Saw cut slurry contains pollutants that must be contained and disposed of
properly. The Contractor shall: Prevent saw cut slurry from entering catch basins, manholes and
storm drains. Direct slurry into a temporary pit. Dispose of by vacuuming the slurry into a truck
and removing from the site. Place drip pans or absorbent materials under saw cutting equipment
when not in use. Clean up spills with absorbent materials rather than burying. Dispose of
absorbent material properly.
Except as otherwise provided in the Standard Specifications or elsewhere in these Special
Provisions, full compensation for conforming to the requirements in this section shall be
considered as included in the prices paid for the various contract items of work, and no additional
compensation will be allowed therefor.
15 – SAFETY, SANITARY AND MEDICAL REQUIREMENTS
The Contractor, his employees, his subcontractors and their employees shall promptly and fully
carry out the existing safety, sanitary and medical requirements as may from time to time be
prescribed by the Industrial Safety Commission and by County or State Health Departments to
the end that proper work shall be done and the safety and health of the employees and of the
community may be conserved and safeguarded. In case any such regulations and orders are not
observed by the Contractor, they may be enforced by the Director of Public Works or his
authorized representative at the Contractor's expense.
16 – ELECTRICAL POWER
Unless otherwise provided in the Special Provisions, the Contractor shall provide, at his own
expense, all necessary electrical power required for his operations under the contract.
17 – PROTECTION OF UNDERGROUND FACILITIES
Attention is directed to the possible existence of underground facilities not known to the owner or
in a location different from that which maybe indicated on the plans or in these Special
Provisions. The Contractor shall take steps to ascertain the exact location of all underground
facilities prior to doing work that may damage such facilities or interfere with their service. If the
Contractor discovers underground facilities not indicated on the Plans or in these Special
Provisions, Contractor shall immediately give the Director of Public Works or his authorized
representative written notification of the existence of such facilities. Such facilities shall be
protected from damage as directed by the Director of Public Works or his authorized
representative and the Contractor will be paid for such work as extra work as provided in Section
2-8 of the Standard Specifications.
B-33
SPC19-11 SP - 8
18 – AIR POLLUTION CONTROL
Section 3-12.2, "Air Pollution Control," of the Standard Specifications is supplemented by the
following:
The Contractor shall comply with all air pollution control rules, regulations, ordinances and
statutes which apply to any work performed pursuant to the contract, including any air pollution
control rules, regulations, ordinances and statutes specified in Section 11017 of the Government
Code.
In the absence of any applicable air pollution control rules, regulations, ordinances or stat utes
governing solvents, all solvents including, but not limited to the solvent portions of paints,
thinners, curing compounds, and liquid asphalt used on the project shall comply with the
applicable material requirements of the County Air Pollution Control District. All containers of
paint, thinner, curing compound or liquid asphalt shall be labeled to indicate that the contents
fully comply with said requirements.
19 – PROJECT APPEARANCE
The Contractor shall maintain a neat appearance to the work. The project streets and any
streets adversely affected by the Contractor's activities shall be kept clean at all times.
A motorized vacuum sweeper is required pursuant to the second paragraph of Subsection 3-12.1
of the Standard Specifications.
In any area visible to the public, the following shall apply: When practicable, broken concrete
and debris developed shall be disposed of concurrently with its removal. If stockpiling is
required, the material shall be placed in an area which does not impact public or private
landscaping or irrigation and the material shall be removed or disposed of regularly.
Should the Contractor appear to be neglectful or negligent in maintaining a clean project site, the
Director of Public Works or his authorized representative may direct the Contractor’s attention to
the existence of such condition(s). The Contractor shall provide all necessary measures
immediately, at his expense. If attention is directed to the existence of such condition(s), and the
Contractor fails to provide an appropriate remedy, any expense incurred by the City for providing
correcting actions may be deducted from the pay estimates and the total contract price for the
work, including a Fifty Dollar ($50.00) penalty per calendar day the condition(s) exist f rom date
of notification.
Full compensation for conforming to the provisions in this section not otherwise provided for
shall be considered as included in prices paid for the various contract items of work involved, and
no additional compensation will be allowed therefor.
20 – WORK HOURS
The Contractor's working hours shall be limited to the hours between 7:30 a.m. and 6:00 p.m.,
Monday through Friday, excluding those City holidays listed in Section II.A.5 of the Special
Provision on page SP-2. Deviation from normal working hours will not be allowed without prior
consent of the Director of Public Works or his authorized representative.
Work on Saturdays will be permitted only with prior consent of the Director of Public Works or
his authorized representative. Saturday work shall be limited to the hours between 9:30 a.m. and
6:00 p.m.
B-34
SPC19-11 SP - 9
No vehicles shall be allowed to enter the site earlier than 7:00 a.m. Monday through Friday, and
no earlier than 9:00 a.m. on Saturdays. No vehicles shall be allowed to park or wait on adjacent
streets outside of the project site at any time.
B. PROJECT SPECIAL PROVISIONS
1 – GENERAL
The City of Rancho Palos Verdes strictly adheres to a policy whereby property owners are kept
fully informed as to potential inconveniences caused by construction activities within the City.
Every effort is made to minimize these inconveniences. Toward this goal, the Contractor will be
required to thoroughly schedule his work and to share that schedule with the property owners
within 500 feet of the project site. This shall be accomplished using door hangers and on-street
posting placed between 48 and 72 hours prior to the planned activity which may cause an
inconvenience at that particular location. The date of beginning of closure shall be shown on the
notice.
2 – FURNISH AND APPLY WATER
Furnishing and applying water shall be considered as included in the bid price, and no additional
compensation will be allowed therefore.
Should the Contractor require water for construction operations, such as for compaction and dust
control, he shall apply for a water meter from, and follow the requirements of, the California
Water District.
3 – MOBILIZATION
The cost of providing bonds, insurance, financing, moving equipment to the job site and
preparing an approved work schedule shall be included the bid price for the various items of
work, and no additional compensation will be allowed therefor.
4 – PROTECTION AND RESTORATION OF EXISTING IMPROVEMENTS
(a) General: Except as may otherwise be provided in specific instances, nothing in the
Contract shall be constructed as vesting in the Contractor any property right in any material,
article or structure existing at the time of award of Contract within the area in which the work is
to be done; or in any material or article subsequently furnished for the work by the Contractor
after having been accounted for on an approved estimate supporting the Contractor's demand for
payment as provided in Section 7 In the latter event any such material, article, structure or work
shall become the property of the agency after being so accounted for.
The Contractor shall maintain all existing roadside mailboxes and signs including, but not limited
to directional, warning, advisory, regulatory, bus stop, and street markers, in an erect and
functional position and conditional all times during the construction period in temporary locations
as designated by the Director of Public Works or his authorized representative. Any of these
facilities which are damaged or lost shall be replaced by the Contractor at no cost to the Agency.
Contractor shall submit video documentation with a log of existing damages prior to commencing
with work. Should a resident claim existing improvements were damaged by construction, and
B-35
SPC19-11 SP - 10
Contractor did not confirm status per above, Contractor shall restore existing improvements at no
cost to the City.
When an interfering portion of a privately-owned sprinkler system is removed, heads and other
salvable material shall be carefully removed and placed on the adjacent property. Any of t he
materials not wanted by the owner shall be removed from the site by the Contractor. Removal,
repair, or capping shall be as directed by the Director of Public Works or his authorized
representative. Protection and restoration of existing improvements shall be considered part of
the various items of work and no separate compensation will be allowed therefor.
Contractor shall confirm operational status of all affected irrigation with inspector and resident
prior to commencing work. Should resident claim their system was damaged by construction,
and Contractor did not confirm status per above, Contractor shall restore system to operation at
his own cost.
5 – APPURTENANT WORK
All items in the Bid Schedule are for construction completed in place, including all incidentals,
appurtenant work and materials necessary for the satisfactory completion of the work. Full
payment shall be considered as the bid prices for the items of work, and no additional
compensation will be made therefor.
B-36
SPC19-11
CHECKLIST FOR BIDDERS
The following information is required of all Bidders:
____ Signed Proposal
____ Completed Bid Sheets
____ Executed Statement Acknowledging Penal and Civil Penalties Concerning the
Contractor's Licensing Law
____ Designation of Subcontractors
____ Bid Bond
____ Non-Collusion Affidavit
B-37
SPC19-11 P - 1
PROPOSAL
CITY OF RANCHO PALOS VERDES
LADERA LINDA COMMUNITY PARK
CITY PROJECT NO. 8405
TO THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES
The undersigned, as bidder, declares that: (1) thi s proposal is made without collusion with any other
person, firm or corporation, and that the only persons or parties interested as principals are those named
herein; (2) bidder has carefully examined the project plans, specifications, instructions to bidders,
proposal, notice to contractors and all other information furnished therefore and the site of the proposed
work; (3) bidder has investigated and is satisfied as to the conditions to be encountered, the character,
quality and quantities of work to be performed and materials to be furnished. Furthermore, bidder agrees
that submission of this proposal shall be conclusive evidence that such examination and investigation
have been made and agrees, in the event this contract be awarded to bidder, to enter into a contract with
the CITY COUNCIL of the CITY OF RANCHO PALOS VERDES, to perform said proposed work in
accordance with the plans, if any, and the terms of the specifications, in the time and manner therein
prescribed, and to furnish or provide all materials, labor, tools, equipment, apparatus and other means
necessary so to do, except such thereof as may otherwise be furnished or provided under the terms of said
specifications, for the following stated unit prices or lump-sum price as submitted on the Schedule
attached hereto:
The bidder shall submit as part of this proposal a completed copy of the Contractor's Industrial Safety
Record.
Accompanying this proposal is (Insert "$ cash," "Cashier's
Check," "certified check," or "Bid Bond," as the case may be) in the amount equal to at least ten percent
(10%) of the total aggregate bid price hereof based on the quantities shown and the unit prices quoted in
the Bid Sheets.
The undersigned further agrees that should he/she be awarded the contract on the basis hereof and
thereafter, defaults in executing the required contract, with necessary bonds and documents, within ten
(10) days, not including Sundays and legal holidays, after having received notice that the contract has
been awarded and is ready for signature, the proceeds of the security accompanying his bid shall become
the property of the CITY OF RANCHO PALOS VERDES and this proposal and the acceptance thereof
may be considered null and void.
Licensed in accordance with an act providing for the registration of contractors, California Contractor's
License No. , Class , Expiration Date .
Signature(s) of bidder:
If an individual, so state. If a firm or co-partnership, state the firm name and give the names of all
individual co-partners composing the firm. If a corporation, state legal name of corporation, also names
of president, secretary, treasurer, and manager thereof. Two notarized officer's signatures and the
corporate seal are required for corporations.
Legal Business Name:
Address:
B-38
SPC19-11 P - 2
Telephone:
Contact:
Proposals which do not show the number and date of the Bidder's License under the provisions of Chapter
9 of Division 3 of the Business & Professional Code will be rejected. To be submitted with each bid to
contract for City of Rancho Palos Verdes LADERA LINDA COMMUNITY PARK PROJECT.
Bid Date
This information must include all construction work undertaken in the State of California by the bidder
and partnership joint venture or corporation that any principal of the bidder participated in as a prin cipal
or owner for the last five calendar years and the current calendar year prior to the date of bid submittal.
Separate information shall be submitted for each particular partnership, joint venture, corporate, or
individual bidder. The bidder may attach any additional information or explanation of data which bidder
would like to be taken into consideration in evaluating the safety record. An explanation must be attached
of the circumstances surrounding any and all fatalities.
B-39
SPC19-11 P - 3
BID PROPOSAL
INCLUDES ALL WORK TO BE DONE ON
CITY OF RANCHO PALOS VERDES
LADERA LINDA COMMUNITY PARK PROJECT
CITY PROJECT NO. 8405
IN THE
CITY OF RANCHO PALOS VERDES
BID SHEET
NAME OF COMPANY:
To the Honorable Mayor and Members of the City Council:
In compliance with the Notice Inviting Sealed Bids, the undersigned hereby agrees to enter into a
contract to furnish all labor, materials, equipment and supplies for the project identified as
LADERA LINDA COMMUNITY PARK PROJECT, in accordance with the specifications and
plans in the Contract Documents which are on file in the office of the Director of Public Works of
the City of Rancho Palos Verdes to the satisfaction and under the direction of the Director of Public
Works at the following total lump sum price:
BID ITEM 1 - BASE BID LUMP SUM:
NUMERICAL:__________________________________________________________________________
WRITTEN:
BID ITEM 2 – ALTERNATE NO.1, DEMOLISH EXISTING TREES AND BRUSH AND RESEED
WITH COASTAL SAGE SCRUB AS SHOWN ON LD1.0, LP1.3, A1.01, A1.07:
NUMERICAL:__________________________________________________________________________
WRITTEN:_____________________________________________________________________________
TOTAL FOR BID ITEMS 1 AND 2:
NUMERICAL:__________________________________________________________________________
WRITTEN:_____________________________________________________________________________
ACKNOWLEDGEMENT OF ADDENDA:
No._____ Dated:____________ No._____ Dated:____________ No.________ Dated:____________
No._____ Dated:____________ No._____ Dated:____________ No.________ Dated:____________
B-40
SPC19-11 P - 4
INFORMATION REQUIRED OF BIDDER
The bidder is required to supply the following information: (Additional sheets may be attached if
necessary.)
(1) Address:
(2) Telephone:
(3) Contractor's license number and class:
(4) Department of Industrial Relations Registration No.
(5) Registration Date Expiration Date
(6) Email Address
Prior to award of Contract, Contractor shall submit a list of suppliers and vendors, in writing, to the City
Engineer.
(7) List the name of the person who inspected the site of the proposed work for your firm:
(8) NOTE: Upon request of the Redevelopment Agency, the bidder shall furnish evidence showing a
notarized financial statement, financial data, construction experience, or other information.
(9) Bidder shall be properly licensed in accordance with Business and Professional Code Section
7028 at the time of the Business and Professional Code shall be considered non-responsive and
his bid shall be rejected.
(10) Within 24 hours of the bid opening, the apparent low bidder shall submit the following
information for each subcontractor:
Sub-Contractor Name License No. and Class
Subcontractors License verified with California Contractor’s State License Board on
by Title
Sub-Contractor Name License No. and Class
Subcontractors License verified with California Contractor’s State License Board on
by Title
B-41
SPC19-11 P - 5
STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES
CONCERNING THE CONTRACTORS' LICENSING LAWS
[Business & Professions Code 7028.15]
[Public Contract Code 20103.5]
I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the
entity on whose behalf this certification is given, hold a currently valid California contractor's license as
set forth below:
Business & Professions Code 7028.15:
(a) It is a misdemeanor for any person to submit a bid to a public agency in order to
engage in the business or act in the capacity of a contractor within this state without
having a license therefore, except in any of the following cases:
(1) The person is particularly exempted from this chapter.
(2) The bid is submitted on a state project governed by Section 10164 of the
Public Contract Code or on any local agency project governed by Section
20104 [now ' 20103.5] of the Public Contract Code.
(b) If a person has been previously convicted of the offense described in this section, the
court shall impose a fine of 20 percent of the price of the contract under which the
unlicensed person performed contracting work, or four thousand five hundred dollars
($4,500), whichever is greater, or imprisonment in the county jail for not less than 10
days nor more than six months, or both.
In the event the person performing the contracting work has agreed to furnish materials
and labor on an hourly basis, "the price of the contract" for the purposes of this
subdivision means the aggregate sum of the cost of materials and labor furnished and the
cost of completing the work to be performed.
(c) This section shall not apply to a joint venture license, as required by Section 7029.1.
However, at the time of making a bid as a joint venture, each person submitting the bid
shall be subject to this section with respect to his or her individual licensure.
(d) This section shall not affect the right or ability of a licensed architect, land surveyor, or
registered professional engineer to form joint ventures with licensed contractor to render
services within the scope of their respective practices.
(e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a
contractor who is not licensed in accordance with this chapter shall be considered non-
responsive and shall be rejected by the public agency. Unless one of the foregoing
exceptions applies, a local public agency shall, before awarding a contract or issuing a
purchase order, verify that the contractor was properly licensed when the contractor
submitted the bid. Notwithstanding any other provision of law, unless one of the
foregoing exceptions applies, the registrar may issue a citation to any public officer or
employee of a public entity who knowingly awards a contract or issues a purchase order
to a contractor who is not licensed pursuant to this chapter. The amount of civil
penalties, appeal, and finality of such citations shall be subject to Sections 7028.7 to
7028.13 inclusive. Any contract awarded to, or any purchase order issued to, a
contractor who is not licensed pursuant to this chapter is void.
B-42
SPC19-11 P - 6
(f) Any compliance or noncompliance with subdivision (e) of this section, as added by
Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a
public agency during which time that subdivision was in effect.
(g) A public employee or officer shall not be subject to a citation pursuant to this section if
the public employee, officer, or employing agency made an inquiry to the board for the
purposes of verifying the license status of any person or contractor and the board failed to
respond to the inquiry within three business days. For purposes of this section, a
telephone response by the board shall be deemed sufficient.
Public Contract Code 20103.5:
In all contracts subject to this part where federal funds are involved, no bid submitted shall be
invalidated by the failure of the bidder to be licensed in accordance with the laws of this state.
However, at the time the contract is awarded, the contractor shall be properly licensed in
accordance with the laws of this state. The first payment for work or material under any contract
shall not be made unless and until the Registrar of Contractors verifies to the agency that the
records of the Contractor's State License Board indicate that the contractor was properly licensed
at the time the contract was awarded. Any bidder or contractor not so licensed shall be subject to
all legal penalties imposed by law including, but not limited to, any appropriate disciplinary
action by the Contractor's State License Board. The agency shall include a statement to that
effect in the standard form of prequalification questionnaire and financial statement. Failure of
the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a
failure to execute the contract and shall result in the forfeiture of the security of the bidder.
License No.:
Class:
Expiration Date:
Date:
Signature:
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SPC19-11 P - 7
DESIGNATION OF SUBCONTRACTORS
[Public Contract Code 4104]
Public Contract Code 4104 provides as follows:
Any officer, department, board or commission taking bids for the construction of any public work
or improvement shall provide in the specifications prepared for the work or improvement or in
the general conditions under which bids will be received from the doing of the work incident to
the public work or improvement that of any person making a bid or offer to perform the work,
shall, in his or her bid or offer, set forth:
(a) The name and the location of the place of business of each subcontractor who will
perform work or labor or render service to the prime contractor in or about the
construction of the work or improvement, or a subcontractor licensed by the State of
California who, under subcontract to the prime contractor, specially fabricates and
installs a portion of the work or improvement according to detailed drawings contained in
the plans and specifications, in an amount in excess of one-half of 1 percent of the prime
contractor's total bid or, or ten thousand dollars ($10,000), whichever is greater.
(b) The portion of the work which will be done by each subcontractor under this act. The
prime contractor shall list only one subcontractor for each portion as is defined by the
prime contractor in his or her bid.
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
B-44
SPC19-11 P - 8
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
Subcontractor Name
Address
DIR Registration No. CSLB No. Class
Phone Email
Percent of Total Contract
Specific Scope of Work
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SPC19-11 P - 9
Bond No.
BID BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the
(“Public Agency”), has issued an invitation for bids for the work described as follows: LADERA LINDA
COMMUNITY PARK.
WHEREAS
(Name and address of Bidder)
(“Principal”), desires to submit a bid to Public Agency for the work.
WHEREAS, bidders are required under the provisions of the California Public Contract Code to furnish a
form of bidder's security with their bid.
NOW, THEREFORE, we, the undersigned Principal, and
,
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and
firmly bound unto the Public Agency in the penal sum of
Dollars ($ ), being not less than ten percent (10%) of the total bid price, in
lawful money of the United States of America, for the payment of which sum well and truly to be made,
we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally,
firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal is
awarded a contract for the work by the Public Agency and, within the time and in the manner required by
the bidding specifications, enters into the written form of contract included with bidding specifications,
furnishes the required bonds, one to guarantee faithful performance and the other to guarantee payment
for labor and materials, and furnishes the required insurance coverages, then this obligation shall become
null and void; otherwise, it shall be and remain in full force and effect.
In case suit is brought upon this bond, Surety further agrees to pay all court costs incurred by the Public
Agency in the suit and reasonable attorneys' fees in an amount fixed by the court. Surety hereby waives
the provisions of California Civil Code ' 2845.
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SPC19-11 P - 10
IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on the date
set forth below, the name of each corporate party being hereto affixed and these presents duly signed by
its undersigned representative(s) pursuant to authority of its governing body.
Dated:
“Principal”
By:
Its
By:
Its
(Seal)
“Surety”
By:
Its
By:
Its
(Seal)
Note: This bond must be dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-
fact must be attached.
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SPC19-11 P - 11
NONCOLLUSION AFFIDAVIT
TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
[Public Contract Code 7106]
State of California )
) ss.
County of )
, being first duly sworn, deposes and says that he
or she is of
the party making the foregoing bid, that the bid is not made in the interest of, or on behalf of, any
undisclosed person, partnership, company, association, organization, or corporation; that the bid is
genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any
other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived,
or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding;
that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or
conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead,
profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against
the public body awarding the contract of anyone interested in the proposed contrac t; that all statements
contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or
her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative
thereto, or paid, and will not pay, any fee to any corporation, partnership, company association,
organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.
Signature
(Date)
State of California
County of )
Subscribed and sworn to (or affirmed) before me on this day of , 2022,
by , proved to me on the basis of
satisfactory evidence to be the person(s) who appeared before me.
Signature
(seal)
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SPC19-11
CHECKLIST FOR EXECUTION OF CONSTRUCTION CONTRACT
TO BE SUBMITTED BY SUCCESSFUL BIDDER:
Two Executed Notarized Copies of the Contract (Attached)
Payment Bond in Amount of Contract (Attached)
Performance Bond in Amount of Contract (Attached)
Workers' Compensation Certificate (Attached)
Liability Insurance Certificate in the Amount of $4 Million, Naming the City as a Co-insured
Automobile Insurance Certificate in the Amount of $1 Million, Naming the City as a Co-
insured
Agreement To Comply with California Labor Law Requirements (Attached)
Business License with the City of Rancho Palos Verdes
Indemnification and Hold Harmless Agreement (Attached)
Additional Insured Endorsement - Comprehensive General Liability (Attached)
Additional Insured Endorsement - Automobile Liability (Attached)
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□
□
□
□
□
□
□
□
□
□
01203.0006/300347.1
PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
AMG & ASSOCIATES, INC.
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AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
AMG & ASSOCIATES, INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and
entered into on March 1, 2022 by and between the City of Rancho Palos Verdes, a California municipal
corporation (“City”) and AMG & Associates, Inc. (“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 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.
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1.2 Bid Documents.
The Scope of Work shall include the “General Provisions” and “Special Provisions” in
the bid documents for the project entitled Ladera Linda Community Park Project, 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 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. 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
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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 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.
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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 si te,
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 th e 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 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,
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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) da maged 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 correcti on thereof at
Contractor's sole expense. 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 sp ecified 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 comm encing
the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract
Sum, 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
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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 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 act ual expenses, shall not
exceed $13,721,000 (Thirteen Million Seven Hundred Twenty One Thousand 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
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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 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 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.
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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.
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 Office r 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:
Albert M. Giacomazzi _______ President __________________
(Name) (Title)
Anthony R. Traverso ________ Vice President/Secretary/Treasurer
(Name) (Title)
_________________________ _________________________
(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 Ramzi Awwad 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
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.
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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 tim e 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 f or 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 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.
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(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 limi ts of at least
$1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each subcontractor. All
coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the
Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City as
evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for
workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk
Manager prior to commencement of performance. Current certification of insurance shall be kept on file
with City at all times during the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Contractor shall procure and maintain for the duration of
this Agreement insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with the performance of the Services hereunder by Contractor, its agents,
representatives, employees or subcontractors.
(c) Primary/noncontributing. Coverage provided by Contractor shall be primary and
any insurance or self-insurance procured or maintained by City shall not be required to contribute with it.
The limits of insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before
the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under
this Agreement does not comply with these specifications or is canceled and not replaced, City has the
right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be
promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from
Contractor payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance or that is
on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’
Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest
edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant
to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers,
agents, officials, employees and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.
Contractor hereby waives its own right of recovery against City, and shall require similar written express
waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance
with any requirement imposes no additional obligations on the City nor does it waive any rights
hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits
contained in this section are not intended as a limitation on coverage, limits or other requirements, or a
waiver of any coverage normally provided by any insurance. Specific reference to a given coverage
feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the City requires and shall be
entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds
in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker
and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for
which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed
to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional
insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required
herein will be in compliance with these requirements if they include any limiting endorsement of any kind
that has not been first submitted to City and approved of in writing.
(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.
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(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 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.
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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.
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.
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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.
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
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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.
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 o r 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 Contractor. However, this right to
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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 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,
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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 Two
Thousand Dollars ($2,000) 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.
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
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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 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.
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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 perform ance 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 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, Rancho Palos Verdes, CA 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.
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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 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.
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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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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
______________________________________
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONTRACTOR:
______________________________________
By: _________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
Address:
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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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 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 verifi es 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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01203.0006/300347.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 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 th e truthfulness, accuracy or validity of that document.
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01203.0006/300347.1 C-26
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 LADERA LINDA COMMUNITY PARK, including any documents or
exhibits referenced therein.
The work to be done consists of furnishing all materials, equipment, tools labor and incidentals as
required by the plans, specifications and contract documents. The scope of work includes but is
not limited to demolition of six (6) buildings and site improvements, and the construction of a
6,790 SF community center and 11 acre park including basketball courts and play equipment. It
includes all items not mentioned but indicated in the Plans and Specifications.
II. 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 reports required in the
contract documents:
III. 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.
IV. 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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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
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PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to AMG &
ASSOCIATES, Inc., as Contractor (“Principal”), a Contract for the work entitled and described as
follows: LADERA LINDA COMMUNITY PARK;
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 $13,721,000 (Thirteen Million Seven Hundred Twenty One Thousand
Dollars), 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)
Any claims under this bond may be addressed to:
(name and address of Surety)
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(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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PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to AMG &
ASSOCIATES, INC., as Contractor (“Principal”), a Contract for the work entitled and described as
follows: LADERA LINDA COMMUNITY PARK;
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 $13,721,000 (Thirteen Million Seven Hundred Twenty One Thousand
Dollars), 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 br ought 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.
Executed on , 20____.
PRINCIPAL
(Seal if Corporation) By
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01203.0006/300347.1 C-33
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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WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Rancho Palos Verdes
Project: LADERA LINDA COMMUNITY PARK
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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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 f orm shall be
provided for each insurance company.
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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
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01203.0006/300347.1 C-37
regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent,
or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, 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 .
B-85
01203.0006/300347.1 C-38
(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)
B-86
01203.0006/300347.1 C-39
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 wit h
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.
B-87
01203.0006/300347.1 C-40
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
.
B-88
01203.0006/300347.1 C-41
(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)
B-89
01203.0006/300347.1 C-42
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.
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.
B-90
01203.0006/300347.1 C-43
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
.
B-91
01203.0006/300347.1 C-44
(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)
B-92
01203.0006/300347.1 C-45
CITY OF RANCHO PALOS VERDES
INSTRUCTIONS FOR EXECUTION OF INSTRUMENTS
THIS IS INSTRUCTION ONLY - IT IS NOT TO BE SIGNED OR USED IN CONJUNCTION WITH
THE AGREEMENT OR ANY OTHER FORMS THAT MUST BE TURNED INTO THE CITY OF
RANCHO PALOS VERDES - IT IS SIMPLY A FORMAT TO USE WHEN FILLING OUT
DOCUMENTS.
1. By an Individual. The individual must sign the instrument, and if he/she is doing business under
a fictitious name, the fictitious name must be set forth. The signature must be acknowledged
before a Notary Public, using the proper form of acknowledgment.
2. By a Partnership. The name of the partnership must be set forth followed by the signatures of
less than all of the partners will be acceptable only if submitted with evidence of authority to act
on behalf of the partnership. The signatures must be acknowledged before a Notary Public, using
the proper form of acknowledgment.
3. By a Corporation. The name of the corporation must be set forth, followed by the signatures of
the President or Vice President and Secretary or Assistant Secretary. The signatures must be
acknowledged before a Notary Public, using in substance the following form of acknowledgment.
4. By a Surety. The name of the surety must be set forth, followed by an authorized signature. The
signatures must be acknowledged before a Notary Public, using the proper form of
acknowledgment.
STATE OF )
) SS.
COUNTY OF )
On , 20____, before me, the undersigned, appeared
known to me to be the President or Vice President and known to be to be the Secretary or Assistant
Secretary of the corporation that executed the within instrument and acknowledged to me that such
corporation executed the within instrument pursuant to its by-laws or a resolution of its City Council.
WITNESS my signature and seal.
Notary Public
(Seal)
B-93
01203.0006/300347.1 C-46
INSURANCE REQUIREMENTS FOR CITY OF RANCHO PALOS VERDES
PUBLIC WORKS CONTRACT
The Contractor shall at all time during the term of this Agreement carry, maintain, and keep in full for ce
and effect, with an insurance company admitted to do business in California and approved by the City (1)
a policy or policies of broad-form comprehensive general liability insurance with minimum limits of
$5,000,000.00 combined single limit coverage against any injury, death, lose, or damage as a result of
wrongful or negligent acts by the Contractor, its officers, employees, agents, and independent contractors
in performance of services under this Agreement; (2) property damage insurance with a minimum limit of
$1,000,000.00; (3) automotive liability insurance with a minimum combined single limits coverage of
$5,000,000.00; and (4) workers’ compensation insurance with a minimum limit of $1,000,000.00 or the
amount required by law, whichever is greater. The City, its officers, employees, attorneys, and volunteers
shall be named as additional insured on the policy(ies) as to comprehensive general liability, property
damage, and workers’ compensation coverages.
1. Acceptable insurance coverage shall be placed with carriers admitted to write insurance
in California, or carriers with a rating of, or equivalent to, A:VII by A.M. Best &
Company. Any deviation from this rule shall require specific approval, in writing, from
the City.
2. All insurance policies shall provide that the insurance coverage shall not be non-renewed,
canceled, reduced, or otherwise modified (except through addition of additional insured
to the policy) by the insurance carrier without the insurance carrier giving the City thirty
(30) days prior written notice thereof. The Contractor agrees that it will not cancel,
reduce or otherwise modify said insurance coverage.
3. The Contractor agrees that if it does not keep the aforesaid insurance in full force and
effect, and such insurance is available at a reasonable cost, the City may take out the
necessary insurance and pay the premium thereon, and the repayment thereof shall be
deemed an obligation of the Contractor and the cost of such insurance may be deducted,
at the option of the City, from payments due the Contractor.
4. The Contractor shall submit to the City (1) insurance certificates indicating compliance
with the minimum workers’ compensation insurance requirements above, and (2)
insurance policy endorsements above, not less than one (1) day prior to beginning of
performance under this Agreement. Endorsements must be executed on the City's
appropriate standard forms entitled "Additional Insured Endorsement," copies of which
are attached hereto.
B-94
01203.0006/300347.1 C-47
AGREEMENT TO COMPLY WITH
CALIFORNIA LABOR LAW REQUIREMENTS
[Labor Code 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the
following provisions of California law:
1. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7,
Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works
and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof
as though set forth in full herein.
2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which
requires the payment of travel and subsistence payments to each worker needed to execute the
work to the extent required by law.
3. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and
1775 concerning the payment of prevailing rates of wages to workers and t he penalties for failure
to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than
fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the
prevailing rates as determined by the Director of Industrial Relations for the work or craft in
which the worker is employed for any public work done under the contract by Contractor or by
any subcontractor.
4. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which
require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and
make such payroll records available for inspection as provided by Section 1776, and (3) inform
the Agency of the location of the records. The Contractor is responsible for compliance with
Section 1776 by itself and all of its subcontractors.
5. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5
concerning the employment of apprentices on public works projects, and further agrees that
Contractor is responsible for compliance with Section 1777.5 by itself and all of its
subcontractors.
6. Contractor agrees to comply with the provisions of California Labor Code Section 1813
concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to
the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the
contract by the Contractor or by any subcontractor for each calendar day during which such
worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours
in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3
of the California Labor Code.
7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to
secure the payment of compensation to its employees. In accordance with the provisions of
California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to
undertake self-insurance in accordance with the provisions of that code, and I
will comply with such provisions before commencing the performance of the
work of this contract.”
Date Signature
B-95
01203.0006/300347.1 C-48
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No. or description:
Indemnitor(s) (list all names):
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to defend,
protect, indemnify, and hold harmless the City of Rancho Palos Verdes and its elected officials, officers,
attorneys, agents, employees, volunteers, successors, and assigns (collectively “Indemnitees”) from and
against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings,
expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants,
attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), arising or
claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act,
failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees,
subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed
to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above -
referenced contract, agreement, license, or permit (the “Agreement”) or the performance or failure to
perform any term, provision, covenant, or condition of the Agreement, including this indemnity
provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active
or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such
negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to
any other rights or remedies which Indemnitees may have under the law. Payment is not required as a
condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of
judgment against an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under
this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in
enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall
be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent
that the underlying Agreement is subject to Civil Code 2782(a) or (b) the contracting public agency's
active negligence to the limited extent that the underlying Agreement is subject to Civil Code 2782(b).
This indemnity is effective without reference to the existence or applicability of any insurance coverages
which may have been required under the Agreement or any additional insured endorsements which may
extend to Indemnitees.
Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of
subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from
all claims, losses and liabilities arising out of or incident to activities or operations performed by or on
behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence
by the Indemnitees.
In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all
obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
“Indemnitor”
Name
By:
Its
Name
By:
Its
B-96
B-97
AMENDMENT NO. 5
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 5”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and JOHNSON FAVARO, a California corporation
(“Consultant”), is effective as of March 1, 2022.
RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services dated
December 18, 2018 (Agreement) whereby Consultant agreed to provide engineering design
services for the Ladera Linda Community Park Project (the Services) for a Term of one
year for a Contract Sum of $538,460.00. The Agreement provided for an additional one-
year extension at the City’s discretion.
B. Due to the necessity for Conditional Use Permit review and California Environmental
Quality Act review, the Services required additional tasks that would take longer than
anticipated. Therefore, on December 17, 2019, the City and Consultant entered into the
Amendment No. 1 to the Agreement to extend the Term of the Agreement by one year to
expire on December 18, 2020 and to increase the Contract Sum to $553,200.00
(Amendment No. 1).
C. Due to delays resulting from the COVID-19 pandemic, additional time was required to
complete the Services contemplated in the Agreement and in Amendment No. 1. Therefore,
the City and Consultant again amended the Agreement to extend the Term to December
18, 2021 (Amendment No 2).
D. On June 1, 2021, City and Consultant amended the Agreement to add the following
services: (i) cost estimate update and reformatting; and (ii) revisions to the design for the
enclosed restrooms. The additional services increased the compensation by $25,548.00 for
a new Contract Sum of $578,748.00 (Amendment No. 3).
E. On July 6, 2021, City and Consultant amended the Agreement to add the following
services: (i) security consulting and design for $42,784.00; and (ii) dry utility coordination
management and design for $89,950.00. The additional services increased the Contract
Sum to $711,082.00 (Amendment No. 4).
F. City and Consultant wish to further amend the Agreement to add Construction
Administration and Closeout Phase services for $333,941.00. The additional services
increase the Contract Sum to $1,045,023.00 and is hereby considered Amendment No. 5.
/ / /
/ / /
C-1
01203.0001/308425.2 -2-
TERMS
1. Contract Changes. The Agreement is amended as provided herein.
(a) Amended Exhibit “A” Scope of Services
(b) Amended Exhibit “B” Special Requirements
(c) Amended Exhibit “C” Schedule of Compensation
(d) Amended Exhibit “D” Schedule of Performance
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall
mean the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment, City is
not in default of any material term of the Agreement and that there have been no events that, with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such
party is formally bound to the provisions of this Amendment, and (iv) the entering into this
Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
C-2
01203.0001/308425.2 -3-
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
By: _________________________________
David L. Bradley, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
JOHNSON FAVARO
By: ________________________________
Name:
Title:
By: ________________________________
Name:
Title:
Address: ____________________________
______________________________
______________________________
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
C-3
01203.0001/308425.2
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 th e 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.
C-4
□ □
□
□ □ □ □
□ □
01203.0001/308425.2
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 th e 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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01203.0001/308425.2
AMENDED EXHIBIT “A”
SCOPE OF SERVICES
FOR CONSTRUCTION ADMINISTRATION AND CLOSEOUT PHASES SERVICES
PURSUANT TO AMENDMENT NO. 5
Administration. The Architect's administrative responsibilities during the Construction Phase
shall generally include administration of the Construction Contracts as provided in the General
Conditions, including, without limitation, the following: (i) review and interpretation of the design
requirements of the Contract Documents; (ii) periodic Site observations; (iii) review and approval
of Submittals; (iv) review, evaluation and recommendations with respect to the Schedule of Values
and Applications for Payment; (v) review and recommendations on requests for substitutions by
Contractor and Separate Contractors; (vi) responding to requests for information or clarification
by Contractor, Separate Contractors, City’s Representative and/or City; (vii) preparation of
documents for Change Orders and Change Directives; (viii) inspection and critical evaluation of
mock-ups prepared by Contractor or Separate Contractors; and (ix) general consultation with City
and/or City’s Representative on design matters.
Notices. Architect shall provide such notices as may be required by Applicable Laws to
Governmental Authorities applicable to its services as Architect or Engineer of record that Work
is being, or is about to be, carried out at the Site, any required information concerning the identity
of the Contractor and/or the Architect, and other required information concerning performance of
the Work.
Attendance at Meetings. The Architect shall attend all necessary pre-construction and regular
construction meetings with the Contractor. The regular construction meetings shall, unless
otherwise directed by the City’s Representative, occur weekly. The Contractor or City’s
Representative shall prepare and distribute construction meeting minutes.
Corrections. The Architect shall, at no cost to the City, promptly and satisfactorily correct any
and all errors, omissions, deficiencies, ambiguities, conflicts or violations of Applicable Laws
contained in the Construction Documents prepared by the Architect or its Subconsultants.
Site Observations. The Architect, and its Subconsultants, as appropriate to the stage of the Work,
shall observe construction at the Site as it progresses. Such observations by Architect shall be made
not less frequently than weekly. Subject to the limitations on Architect's responsibilities set forth
in Paragraph 2.6.16, all such observations shall be conducted deliberately and thoroughly for the
purpose of: (i) ascertaining in general that the character, scope, quality and detail of construction
(including workmanship and materials) comply with the Contract Documents, the directives of
City’s Representative and/or City, approved Submittals, Architect clarifications and requirements
of lawful orders of Governmental Authorities; (ii) evaluating the progress of the Work; (iii)
evaluating the suitability of the Project, and/or any portion thereof designated by City, for use
and/or occupancy; (iv) investigating and responding to design and constructability issues or
questions of concern from Project Team members, or as noted in any inspection reports furnished
to the Architect or to any of Architect’s Subconsultants; (v) observing the overall quality of
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Contractor's performance; (vi) reviewing construction of crucial components of the Work; an d
(vii) observing the performance of specified or directed tests significant to the acceptability of
components of the Work. Observations shall be separate from any inspections that may be
provided by inspectors retained by City, Contractor or others and such inspections shall not relieve
the Architect of its responsibilities under this Agreement, subject to the limitations of Paragraph
2.6.16. Any Subconsultant who has prepared designs or specifications shall be responsible to
observe, in accordance with the provisions of this Agreement, those portions of the Work that
he/she has so designed or specified.
Site Observation Reports. Within three (3) Days after conducting a Site observation, Architect
(including Subconsultants) shall submit to City’s Representative and City a written report detailing
its observations at the Site regarding those matters with respect to which Architect is required to
conduct such observations as set forth in Paragraph 2.6.8, above.
Fabricated Materials. Architect shall check fabricated materials and equipment located on or
outside the Site within 120 miles as a Basic Service when and in such manner as such checks are
required by the Contract Documents.
Defective Work. The Architect shall, if applicable, recommend to the City’s Representative in
writing the rejection of Defective Work and the reasons therefore.
Testing, Inspection. The Architect shall, if applicable, recommend to the City’s Representative
in writing the rejection of Defective Work and the reasons therefore.
Applications for Payment. Architect shall, if and when requested by City, evaluate (and, if
requested by City, certify) Applications for Payment and the data comprising Applications for
Payment and provide recommendations (and, if requested by City, certification) to City as to
whether the Work has progressed to the point indicated in such Applications for Payment and
whether, to the best of the Architect’s knowledge, information and belief the Work has progressed
to the point indicated and the quality of the Work is in accordance with the Contract Documents.
Architect’s recommendations in that regard are subject to an evaluation of the Work upon
Substantial Completion, to the results of subsequent tests and inspections, to minor deviations from
the Contract Documents correctable prior to Final Completion and to specific qualifications
expressed by Architect that are consistent with its obligations under this Agreement. However, a
recommendation for payment or the issuance of a Certificate for Payment shall not be a
representation that the Architect has (1) made exhaustive or continuous on-site inspections to
check the quality or quantity of the work, (2) reviewed construction means, methods, techniques,
schedules, sequences or procedures, (3) reviewed copies of requisitions received from
Subcontractors and material and equipment suppliers and other data requested by the City to
substantiate the Contractor’s right to payment (4) ascertained how or for what purpose the
Contractor has used the money previously paid on account of the Contract Sum, or (5) determined
that the Work is without defects, or (6) determined that the Certificate of Payment covers work by
Design Build Contractors, Subcontractors, and the City’s separate contractors, or other work for
which the Architect is not providing full services; provided, however, that in any event Architect’s
obligation to certify shall be consistent with an industry standard certification.
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Interpretations. The Architect shall, if requested by the City, issue interpretations and
clarifications, in narrative form and/or in the form of revised Drawings or Specifications, as
appropriate, of the design requirements of the Contract Documents. Such clarifications and
interpretations shall be transmitted to the City’s Representative in writing for distribution, as the
City deems appropriate, to other Project Team members and shall not be communicated to any
other Project Team member by Architect or its Subconsultants unless approved by City’s
Representative in writing.
Construction Means, Methods, Safety. Notwithstanding anything provided herein to the
contrary, the Architect shall not have control over and charge of, and shall not be responsible for
construction means, methods, techniques, schedules, sequences or procedures, fabrication,
procurement, shipment, delivery or installation of the Work. Neither the professional activities of
the Architect, nor the presence of the Architect or its employees and Subconsultants at the Site,
shall relieve the Contractor and Separate Contractors of their obligations, duties and
responsibilities including, but not limited to, construction means, methods, sequence, techniques
or procedures necessary for performing, supervising and coordinating the Work in accordance with
the Contract Documents and any health or safety precautions required by an Governmental
Authorities. Except as otherwise set forth herein, Architect and its personnel have no authority to
exercise any control over the Contractor or Separate Contractors in connection with the Work or
any health or safety programs or procedures. City agrees that the Contractor and Separate
Contractors shall be solely responsible for Site safety.
Change Orders, Change Directives, Claims. The Architect shall prepare Drawings and
Specifications in connection with the issuance of Change Directives and Change Orders and secure
approvals thereof by Governmental Authorities in accordance with Applicable Laws. Architect
shall be entitled to compensation for the preparation of Drawings and Specifications in connection
with the issuance of Change Directives and Change Orders only to the extent allowed by Article
3 of this Agreement. The Architect shall not be entitled to compensation for the preparation of
Drawings and Specifications necessitated by errors, omissions, deficiencies, ambiguities, conflicts
or violations of Applicable Laws contained in the Design Documents to the extent caused or
created by Architect or its Subconsultants. Architect shall provide advice and support to City in
evaluating the Contractor’s entitlement to additional costs, time extensions and claims, and
Architect shall assist City in the resolution thereof.
Rejection of Work. Subject to the provisions of this Paragraph, Architect shall have the authority
to recommend to the City to reject Work which does not conform to the Contract Documents or to
require additional inspection or testing in accordance with the provisions of the Contract
Documents, whether or not such Work is fabricated, installed or completed. Such action shall only
be taken after consultation with and upon written approval by City. Neither this authority nor a
decision made in good faith and in accordance with the provisions of this Paragraph either to
exercise or not exercise such authority shall give rise to a duty or responsibility of the Architect to
Contractor, any Subcontractor or to either of their agents, representatives or other persons
performing the Work.
Submittals. Architect and its Subconsultants, where appropriate, shall review and approve (or
take such other action leading to the correction, resubmittal and ultimate approval) of Submittals
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for the purpose of checking for conformance with the information given in, and the design concept
expressed by, the Contract Documents. The Architect’s action shall be taken with such reasonable
promptness as to not Delay progress of the Work by the review of such Submittals by City, City’s
Representative or Separate Contractors, while allowing a reasonable time for such profession al
review. Such review shall not constitute approval of safety precautions or, unless specifically
required by the Contract Documents, the Contractor’s means, methods, techniques, sequences or
procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly
of which the item is a component. When professional certification of performance characteristics
of materials, systems or equipment is required by the Contract Documents, the Architect shall be
entitled to rely upon such certification to establish that the materials, systems or equipment will
meet the performance criteria required by the Contract Documents.
Architect shall review the plans, submittals from City’s Specialty Consultants and City’s
contractors and Contract Documents to determine to the best of Architect’s knowledge,
information and belief whether they are in accordance with all Applicable Laws. If, and to the
extent necessary, Architect shall consult with building code Architects to assure that the Plans and
Specifications comply with current Applicable Laws. There shall be no additional charges for plan
changes as a result of changes in Applicable Laws of which Architect or Architect’s Architect
were, or should have been, aware at the time of development of the Contract Documents. If
changes occur in Applicable Laws, compliance with which requires revisions to the Contract
Documents, during the Project, Architect may be entitled to be paid for Additional Services as
agreed in advance with City.
Access to Work. Architect shall at all times during performance of this Agreement have access
to the Work wherever it is in preparation or in progress.
Substantial Completion, Final Completion. The Architect shall accompany and assist the City
and/or the City’s Representative in evaluation (and, if requested by City and/or City’s
Representative, certification) of Substantial Completion and Final Completion and in preparation
of “punchlists” of minor items of Work to be completed or corrected for Substantial Completion
and Final Completion. The Architect shall advise the City’s Representative whether items listed
thereon have been completed in accordance with the requirements of the Contract Documents.
The Architect shall review for conformance with the Contract Documents all Record Documents
and other items required by the Contract Documents to be delivered by Contractor or Separate
Contractors as a condition of the final payment to Contractor.
Updated Design Documents, As-Builts. The Architect shall carefully review all portions of the
As-Built Documents prepared, assembled and certified by Contractor and compare them to the
observed and observable conditions on the Site and in the Work, as well as to other portions of the
As-Built Documents. Discrepancies shall be noted by the Architect, whereupon the Architect shall
return the As-Built Documents to Contractor for further review and correction by the Contractor.
Following corrections by the Contractor, Architect shall review the corrected As-Built Documents
to confirm that the corrections have been properly made. At the point that all such discrepancies
have been corrected, Architect shall state in writing its approval of the As-Built Documents. Such
review and approval by the Architect is limited confirming general conformance of the As -Built
Documents with the visible, non-concealed conditions at the Site at the time of Final Completion.
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Architect does not, by reason of its review of the As-Builts that are submitted by Contractor
pursuant to this Paragraph 2.6.20, warrant their accuracy.
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AMENDED EXHIBIT “B”
SPECIAL REQUIREMENTS
FOR CONSTRUCTION ADMINISTRATION AND CLOSEOUT PHASE SERVICES
PURSUANT TO AMENDMENT NO. 5
Communications. The City will furnish the Architect with copies of written communications
between the City and Contractor, including all Contractor requests for information. With respect
to non-material matters relating to design that may be addressed in such communications, unless
the Architect, within five (5) Business Days of receipt of a written communication to the
Contractor provides written notification to the City’s Representative that the Architect disagrees
with the content of the written communication, specifying the reason for the disagreement, the
Architect shall be deemed to agree with the content of such communication. Notice of all material
matters relating to design shall be addressed and sent directly to Architect. With respect to such
material matters relating to design that may be addressed in such communications, unless the
Architect, within five (5) Business Days of receipt of a written communication to the Contractor
provides written notification to the City’s Representative that the Architect disagrees with the
content of the written communication, specifying the reason for the disagreement, the Architect
shall be deemed to agree with the content of such communication.
No Delay. The Architect shall not delay its interpretations, decisions, reviews or other functions
pursuant to this Agreement or otherwise cause or contribute to a disruption of construction or a
delay to the progress of construction of the Project.
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AMENDED EXHIBIT “C”
SCHEDULE OF COMPENSATION
FOR CONSTRUCTION ADMINISTRATION SERVICES
PURSUANT TO AMENDMENT NO. 5
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ees 1y ISCIP me F b o· · r
Architecture (Johnson Favaro) $231,293.00
Civil (KPFF) $48,000.00
Structural (EnQlekirk) $11,000.00
MEP (Vantaqe) $16,000.00
Landscape (KSA Desiqn Studios) $13,000.00
LiQhtinQ (Darkhorse LiQhtworks) $11,480.00
Security (Secure Consulting and Design) $3,168.00
Total $333,941.00
F b Ph ees 1y ase
Construction Administration $316,506.00
Close out $17,435.00
Total $333,941.00
01203.0001/308425.2
AMENDED EXHIBIT “D”
SCHEDULE OF PERFORMANCE
FOR CONSTRUCTION ADMINISTRATION SERVICES
PURSUANT TO AMENDMENT NO. 5
The duration of the services shall continue until Final Completion of the construction and close-
out.
All services shall be performed in a timely manner so as not to delay construction.
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01203.0001/699503.1 EQG 1
SMITH-EMERY LABORATORIES, INC.
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SMITH-EMERY LABORATORIES, INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SMITH-EMERY LABORATORIES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered
into on March 1, 2022, by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”) and SMITH-EMERY LABORATORIES, INC., 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, the 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 intended.
For purposes of this Agreement, the phrase “highest professional standards” shall mean those
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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 DIR determination 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
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
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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 tha n 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 (forty) 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 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.”
Consultant’s Authorized Initials ________
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(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.
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
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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% (fifteen percent) 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.
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 $213,818 (Two Hundred Thirteen Thousand Eight Hundred
Eighteen Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to
Section 1.9.
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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 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.
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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 330
working days from the date of the notice to proceed issued by City, 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 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:
William Partridge Vice President
(Name) (Title)
(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.
4.3 Contract Officer.
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works Director. 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
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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 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 commencement of any
services under this Agreement, Consultant 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. 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
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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.
(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-
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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 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, C ity
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 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
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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 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.
(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
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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 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
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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 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.
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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
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
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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.
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
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specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. 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.
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.
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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, 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.
/ / /
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01203.0001/699503.1 EQG 19
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 72 (seventy two)
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
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.
/ / /
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01203.0001/699503.1 EQG 20
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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01203.0001/699503.1 EQG 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
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SMITH-EMERY LABORATORIES, INC., a
California Corporation
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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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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01203.0001/699503.1 EQG
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 d ocument 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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01203.0001/699503.1 EQG A-1
EXHIBIT “A”
SCOPE OF SERVICES
Special Inspection and Testing services during construction of Ladera Linda Community
Park located at 32201 Forrestal Drive. The scope includes:
1.1. Inspections
• Inspections as noted on structural plan sheets S0.01 and S0.02
• Reinforcing steel installation including welding and fabrication
• Frame reinforcement beams and columns
• Moment Frames
• Mix Design Review
• Concrete and asphalt concrete placement
• Bolts and dowels installed in concrete and masonry
• Structural steel fabrication inspection
• WPS, WPQR and Welding Certificate Review
• All other structural steel field and shop welding
• Note: Shop Inspection performed outside of the state of
California shall be executed under the General
Contractor’s contract
• Welding of Reinforcing Bars and Headed Studs
• High strength bolting
• Concrete batch plant
• Miscellaneous Metal (shop and field) shear connections
• Cast-In-Place and Post-Installed Anchors
• Masonry Laying and Grouting
• Epoxy dowels and bolts
• Member connections to masonry
1.2. Testing
• Testing as noted on structural plan sheets S0.01 and S0.02
• Concrete Strength
• Masonry Strength
• Masonry Mortar and Grout Test
• High Strength Bolting
• All Anchors
• Mortar and Grout
• Structural steel welding including Beam to Column Moment Connections
• Headed Studs
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01203.0001/699503.1 EQG A-2
• NDT of Moment Connections
• Reinforcing steel
• Masonry
• Metal deck
• Seismic Force Resisting System (SFRS)
• Asphalt Density
• Concrete Sidewalks Slump and Air Entrainment
2. Reporting
2.1. Provide an outline of the inspection criteria of your standard
procedures for inspection work and for testing of materials.
2.2. Deputy Inspections and Testing reports
2.2.1. Provide daily inspection reports.
2.2.2. Hand-written reports to be left with general contractor at the
end of each day (for inspections done on project site).
2.2.3. Electronic format to be provided to entire team or as
designated by Construction Manager.
2.2.4. Provide Daily Inspection Reports to the following parties and
any others not listed required by code:
• Owner
• General Contractor
• Construction Manager
• Architect
• Structural Engineer
• City of Rancho Palos Verdes
2.2.5. Provide a Final Inspection Report / Final Affidavit based upon
Consultant’s overall evaluation of the work inspected, signed and
stamped by a registered engineer in the State of California. At
minimum, the Final Report shall include:
• Days of tests and inspections for work performed by the Consultant.
• Condition of the substrate/work in place that is receiving inspected work.
• Verification of products installed.
• Meet the requirements of the city for final inspection
2.2.6. The Exterior Insulation Finishing System (EIFS) will require
inspections as per CBC 1705.16
2.2.7. The Building Construction is Type IIB. Inspections will be
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01203.0001/699503.1 EQG A-3
required for through-penetrations of the membrane, firestop
penetrations and fire resistant joint systems as well as perimeter
fire barrier systems per CBC 1705.17
3. Meetings
3.1. Preconstruction meeting(s) to be held prior to start of inspection
services. for structural steel fabrication, concrete placement, structural
steel erection and field welding.
3.2. Attendance of the inspector at weekly project team meetings as
required: Provide number of meetings anticipated to attend, hours and
rate. If attendance is required notification will be provided forty-eight
(48) hours in advance.
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01203.0001/699503.1 EQG B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
In accordance with Paragraph 5.4 of the Request for Proposals, acceptable charges will
be for actual time of work on the Project site or at a fabricator’s facility only. Standard hourly
minimums as sometimes employed by the Industry will not be allowed. Time for travel will not
be allowed.
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01203.0001/699503.1 EQG C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
Consultant will be compensated on a time and materials basis, using the rates established in
Consultant’s proposal dated February 17, 2022. Total compensation shall not exceed $213,818
(Two Hundred Thirteen Thousand Eight Hundred Eighteen Dollars).
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01203.0001/699503.1 EQG D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
The duration of the services shall continue until Final Completion of the construction and close -
out.
All services shall be performed in a timely manner so as not to delay construction.
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01203.0001/699503.1 EQG 1
ASSOCIATED SOILS ENGINEERING, INC.
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ASSOCIATED SOILS ENGINEERING, INC.
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01203.0001/699503.1 EQG
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ASSOCIATED SOILS ENGINEERING, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered
into on March 1, 2022, by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”) and ASSOCIATED SOILS ENGINEERING, INC, 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 intended.
For purposes of this Agreement, the phrase “highest professional standards” shall mean those
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01203.0001/699503.1 EQG 2
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 DIR determination 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
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
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01203.0001/699503.1 EQG 3
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 tha n 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 (forty) 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 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.”
Consultant’s Authorized Initials ________
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(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.
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
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01203.0001/699503.1 EQG 5
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% (fifteen percent) 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.
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 $52,200 (Fifty-two-thousand two-hundred Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9.
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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 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.
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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 330
WORKING DAYS 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 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:
Edward C. (Ted) Riddell President, Principal Geologist
(Name) (Title)
(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.
4.3 Contract Officer.
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works Director. 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
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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 employe es
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 acti ng
in concert of more 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 commencement of any
services under this Agreement, Consultant 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. 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
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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.
(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-
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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 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 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
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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 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.
(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
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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 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
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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 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.
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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
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
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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.
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
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01203.0001/699503.1 EQG 17
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. 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.
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.
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01203.0001/699503.1 EQG 18
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, 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.
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01203.0001/699503.1 EQG 19
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 72 (seventy two)
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
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.
/ / /
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01203.0001/699503.1 EQG 20
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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01203.0001/699503.1 EQG 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
David L Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
ASSOCIATED SOILS ENGINEERING, INC.
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0001/699503.1 EQG
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 d ocument 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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□ □ □ □ □ □
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01203.0001/699503.1 EQG
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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01203.0001/699503.1 EQG A-1
EXHIBIT “A”
SCOPE OF SERVICES
Geotechnical engineering observation and testing services during grading and construction
of Ladera Linda Community Park located at 32201 Forrestal Drive. The scope includes:
a) Consultant will provide personnel to attend preconstruction meetings and consult with City
and consulting team.
b) Consultant will be on site during excavation and grading to provide observation of ground
preparations prior to fill placement.
c) Consultant’s Field Technicians will provide quality control during fill placement according
to City requirements, testing the compaction efforts by the grading contractor and
providing test results to the contractor and the City’s project manager.
d) Consultant’s Project Managers will attend regular construction meetings during the grading
operation, as well as provide support to its field technicians.
e) Consultant will provide laboratory support incidental to compaction testing and finish
grading throughout the construction.
f) Consultant will provide a Rough Grading Compaction Report summarizing all of the work
performed on the project. The report will include observations during construction, results
of field and laboratory testing, and a conclusion as to the project’s compliance with the
contract plans and specifications.
g) Consultant will provide footing observations for buildings and retaining walls.
h) Consultant will provide backfill observation and testing for storm drains, water, sewer and
joint trenches.
i) Consultant will provide subgrade and aggregate base testing for support of new asphalt
concrete (AC) and Portland Cement Concrete (PCC) paved areas, along with observation
and testing during the AC laydown.
j) Consultant will provide laboratory work incidental to compaction testing.
k) Consultant will provide a final report summarizing the geotechnical services performed
during construction subsequent to the rough grading.
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01203.0001/699503.1 EQG 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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01203.0001/699503.1 EQG C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
E-27
i;:iJ!Elt~i~&i~.tltte ~, :·:: _· , ~•: . · .... .
'} .. ·,. RATE. .'HOURS :·_ ·COST .. ',_. EXT1ENS JON ' .;;; ~j•,.,~-c""'-. f,-' ._ .. ··'-.• ' '•-· .. ..I. .. • '-:,·. ::-. 1
PRE -GRAD I NG MEETINGS &
CONSULTATION
Project Geologi st/Engineer $170 .00 4 $680 .00 $680.00
ROUGH GRADING
{Assume 4 weeks x 40 hrs/wk ),
Fi eld Technician -Prevailing Wage $135 .00 180 $24 ,300 .00
Project Geo logist/Engi neer $170.00 12 $2,040 .00
Laboratory Technician $90.00 16 $1,440 .00
Rough Grad i ng Repo rt & DSA Form $1,250 .00 $29,030.00
FOOTING OBSERVAT IONS
Te chn ician [Bas ed o n S trips) $135 .00 4 $2 ,700 .00 $2 ,700.00 (per trip)
UTIUTY BACKFlll
Technician (Based on 9 t ri ps ) $135 .00 4 $4,860 .00 $4 ,860.00 (per trip)
RETAINING WALL BACKFILL
Techn i c1an (Based on 9 trips ) $135 .00 4 $4,860.00 $4,860.00 (per trip)
SUBGRADE , BASE & ASPHALT
Te chnician (Based on 11 trips) $13 5.00 4 $5 ,940.00 $5 ,940.00 {per tri p)
LA.BORATORY TESTING
Laboratory Technician $90 ,00 32 $2,880 .00 $2,880.00
FINAL REP ORT LS $1,250 .00 Sl ,250.00
Total Observation ,.
& Te~tlng ,: $52,200.00 '
01203.0001/699503.1 EQG D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
The duration of the services shall continue until Final Completion of the construction and close-
out.
All services shall be performed in a timely manner so as not to delay construction.
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