CC SR 20230307 D - Hawthorne Blvd Sinkhole Update
CITY COUNCIL MEETING DATE: 03/07/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to reconfirm continuing emergency repair work for the
storm sewer drainpipe and roadway at Hawthorne Boulevard near Seamount
Drive/Eddinghill Drive.
RECOMMENDED COUNCIL ACTION:
(1) Reconfirm, by a four-fifths vote, there is a need to continue the emergency repair
work identified by Council-adopted Resolution No. 2023-07 on February 21, 2023,
finding an emergency exists requiring immediate repairs to the storm sewer
drainpipe and roadway at Hawthorne Boulevard near Seamount Drive/Eddinghill
Drive; and
(2) Direct the City Clerk to confirm the same in the minutes of this City Council
meeting, via Minute Order, reflecting this action.
FISCAL IMPACT: There is no fiscal impact associated with the recommended Council
action as $480,000 was appropriated by the City Council on February
21, 2023.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Ron Dragoo, PE, Principal Engineer
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Construction Contract with Clarke Construction, Inc. for Repair of the
Sinkhole on Hawthorne Blvd Near Seamount Dr/Eddinghill Dr. (page A-1)
B. February 21, 2023, staff report (page B-1)
BACKGROUND:
On February 21, 2023, pursuant to Public Contracts Code §§ 1102 and 22050, the City
Council adopted Resolution No. 2023-07 finding that an emergency exists requiring
1
RANCHO PALOS VERDES
immediate action to repair the storm sewer drainpipe and sinkhole along the roadway on
Hawthorne Boulevard near Seamount Drive/Eddinghill Drive that occurred on January 27,
2023 (Attachment B).
DISCUSSION:
Pursuant to Public Contract Code § 22050, the City Manager and Director of Public Works
must report to the City Council at its regular meeting the reasons justifying why the
emergency continues to exist and why action outside of the normal bidding process is
necessary to respond to the emergency. Furthermore, Public Contract Code § 22050
states that the City Council shall, at every regularly scheduled meeting , consider and
reaffirm by a four-fifths vote there is a need to continue to remediate the emergency until
the authorized emergency repairs have been completed. Accordingly, because the
remediation work has not yet been completed, this item is on tonight’s agenda. This item
will be placed on each subsequent agenda until all aspects of the remediation are
completed.
Current Status
Staff and the City’s construction management consultant for this project (Sunbeam, Inc.)
developed a scope of work to replace the section of pipe where the sinkhole developed
and reinforce of the remaining segments of the pipe. The scope of work is based on the
known information at this time and may change once work begins if differing conditions
are discovered.
Staff solicited bids from the three contractors that were competitively procured by the Los
Angeles County Flood Control District (LACFCD) for as-needed and emergency storm
drain work. A construction contract (Attachment A), signed by the City Manager in a form
approved by the City Attorney’s Office as reported at the February 21, 2023, meeting,
was executed with the lowest bidder from the LACFCD contractors, Clarke Construction,
Inc. (Clarke). The contract is in the amount of $300,929.50 and requires the repair work
to be complete within six weeks from the start of construction. The construction cost and
duration may change once work begins if differing conditions are uncovered.
Pre-construction activities such as coordinating with utility companies, obtaining b onds,
and procuring materials are currently underway. At the time of publication of this staff
report, work is expected to begin on or around March 6, 2023, weather dependent.
CONCLUSION:
The effects of the sinkhole continue to require immediate repair work, which is ongoing.
Staff recommends reconfirming, by a four-fifths vote, that there is a need to continue to
remediate the emergency identified by City Council-adopted Resolution No. 2023-07 on
February 21, 2023.
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ALTERNATIVES:
In addition to Staff recommendation, the following alternative action is available for the
City Council’s consideration:
1. Take other action or provide direction, as deemed appropriate.
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A-1
EMERGENCY FACILITIES REPAIR SERVICES AGREEMENT
BETWEEN CITY OF RANCHO PALOS VERDES AND
CLARKE CONTRACTING CORPORATION
FOR HAWTHORNE BOULEY ARD SINKHOLE REPAIRS
THIS EMERGENCY FACILITIES REPAIR SERVICES AGREEMENT
("Agreement") is made by and between the CITY OF RANCHO PALOS VERDES, a general
law city and municipal corporation ("City"), and CLARKE CONTRAC'.gl'lG
CORPORATION, a California corporation ("Consultant"), is made and entered into thi~t''ffii.y
of February, 2023.
RECITALS
WHEREAS, Public Contract Code § 1102 defines "emergency" as "a sudden, unexpected
occurrence that poses a clear and imminent danger, requiring immediate action to prevent or
mitigate the loss or impairment of life, health, property, or essential public services;" and
WHEREAS, Public Contracts Code § 22050 set forth the procedure for the emergency
contracting for a public works; and
WHEREAS, Rancho Palos Verdes Municipal Code §§ 2.44.060 and 2.44.070(c),
authorizes the City to procure services from a vendor awarded contract duly approved by another
public agency and further authorizes the finding of "exigent circumstances" warranting the
immediate awarding of the same; and
WHEREAS, Resolution No. ___ authorized and directed the City Manager and
Director of Public Works to, among other tasks, finalize negotiations for the emergency public
works contract in an amount not to exceed $350,000, with a 20% contingency of $70,000 with an
as-needed Consultant previously approved by the Los Angeles County Flood Control District, a
public body corporate and politic ("LACFCD"); and
WHEREAS, such emergency services contract can be approved by the City Manager,
following approval as to form by the City Attorney, with authorization to execute change orders
for unforeseen work during the performance of such emergency repairs; and
WHEREAS, Consultant is an approved emergency services on-call contractor with
LACFCD.
TERMS OF TIDS AGREEMENT
1. Partial Incorporation of On-Call Emergency Services Contract. City and ·
Consultant hereby adopt and incorporate into the Agreement that certain "ON-CALL
EMERGENCY FACILITIES REPAIR SERVICES FOR LOS ANGELES COUNTY FLOOD
CONTROL DISTRICT FACILITIES AGREEMENT FOR CONTRACTOR SERVICES," dated
March 8, 2022, attached hereto as Exhibit "A" ("LACFCD Agreement''), except as modified
hereinafter.
A-2
2 . LACFCD Agreement Modifiicatioos. The LACFCD Agreement is modified, as
between City and Consultant, as follows:
A . Public Works Contract Manager
1. City's Contract Manager ("CM"), shall be Ron Dragoo, Principal Engineer, City of
Rancho Palos Verdes ("RPV'');
2. City designates the contracted consultant Construction Manager to be Alan
Braatvedt Alan@SunBeamTech.net (310)525-0684;
3. City designates the contracted consultant Construction Inspector to be Joe Van der
Linden Joe@SunBeamTech.net (310)612-6573.
B. Location
A sinkhole has developed in Hawthorne Boulevard adjacent to the bus-pad immediately
south of the Seamount intersection. The cause of the sinkhole is due to the corrosion and
collapse of the Corrugated Metal Pipe (CMP) below, which has significantly eroded the
pipe bedding and created a large subterranean void.
The CMP connects into the County-owned upstream 36" Reinforced Concrete Pipe RCP
storm drain at a manhole on the east side of the road located in the sidewalk. The 48" CMP
pipe is City owned and connects to the County-owned down-stream 42" RCP on the west
side of Hawthorne by way of a collar.
There is an 8" gas main running parallel with the curb, directly below the edge of the bus-
pad. That gas main makes a 90-degree bend in the middle of the sinkhole, before crossing
Hawthorne. This gas line is completely exposed and is suspended in the void for an
unsupported length of 8' -10' in one direction and about 6' in the other. The removal of
the bus pad must be carefully planned to avoid the unsupported concrete span from
collapsing onto the gas main.
There are other utilities in the area, that must be protected, including water and TV.
C. Field Conditions
The sinkhole, consists of a large cavity that varies in depth from 0' to 10' deep, extending
about 18' from halfway across the 151 lane from the curb, back to the manhole located in
the sidewalk. The width of the sinkhole is about 15-feet at its widest. A large section of the
12" thick x 8' -wide bus-pad, completely spans about 15' across the deep cavity, completely
suspended in the air, and is unstable.
The sinkhole is located in Hawthorne Blvd. immediately south of Seamount Dr. It is
directly above the 48" CMP that runs diagonally at about a 45-degree angle, across the
road from the manhole near the south east comer of the intersection to the west side of
01203.0006/861335.2 -2-
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Hawthorne, about 100-feet south of the crosswalk. The depth of the pipe invert varies from
about 9' on the east side of the road to about 20' on the opposite side.
D. Scope of Work
The base scope is to excavate the sinkhole, repair the invert of the full length of the pipeline
and install a new minimum 42" ID pipe, backfill and replace the pavement, sidewalk and
bus-pad section. The following is a description of the scope of work, however alternative
ideas proposed by the Consultant will be considered, and if approved, will be agreed to in
writing as a supplement to this Exhibit:
01203.0006186133S.2
• The area of excavation for the full project must be limited to only the first
20-feet of the pipeline, which will maintain one north-bound lane for the duration
of the project and not impact any south-bound lanes on Hawthorne Blvd.
• Consultant shall retain a Traffic Engineer to produce a Traffic Control Plan.
One lane of north-bound traffic must remain open at all times.
• It is likely that there will continue to be nuisance flow through the pipeline
at all times, which the Consultant shall accommodate.
• Carefully remove the end 30' of the bus pad, making sure not to let it
collapse onto the gas main. Remove 250-350 s£ of asphalt and base pavement in
the immediate area to completely expose the sinkhole.
• Install shoring on the west side of the construction area, supporting the fill
and the adjacent lane of traffic.
• This work will expose the gas pipe, which will then need to be protected in
place with adequate support, all at the direction of the Gas Company.
• Remove the first approximately 20' of existing 48" CMP and loose soil to
the extent necessary to achieve solid ground bearing. The sides of the excavation
can either be open cut or shored.
• The invert of the remaining 100-feet of CMP is no longer intact. Remove
loose boulders and any other obstructions and slurry fill the void below the invert
line to form a new, smooth flowline prior to the instaHation of a new slip pipe. The
volume of I 20cy of slurry back fill is used as the basis for this contract. Any
additional slurry required will be paid for as an extra.
• Install an appropriate slip pipe with at least a 36" ID inside the existing 48"
CMP storm drain pipe, by sliding it in in sections and with watertight joints. Ensure
that the downstream end of the pipe fits snugly into the 42" RCP pipe at that point.
Smooth out the joint between the two pipes to create a clean and watertight
transition.
• Pressure grout to fill the annular space between pipes.
• Install the remaining 42" ID replacement storm drain pipe in the open-cut
excavation and backfill using best practices, which may include benching for
adequate backfill of the whole area. Slurry should be used where necessary, with
the bulk of the backfill using excavated material. The selection of the pipe type is
dependent on what pipe type is readily available, but shall be approved by the City.
It is anticipated that the only export required will be the asphalt pavement and bus-
pad concrete
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• Replace the base and pavement to the same section as the adjacent existing
pavement
• Replace the section of bus-pad, curb and sidewalk that bad been removed.
The bus pad must be doweled into the existing concrete.
• Restripe the intersection where necessary and replace any damaged traffic
signal loops.
• The installation of a downstream manhole is impractical, due to the utilities
in the sidewalk, and not considered to be altogether necessary, so will not be
constructed.
E. Repair Specifications
Work shall be performed in accordance with the practices contained in the latest edition of
the Standard Specifications for Public Works. AH material testing will be performed by
Twining Laboratories as directed by City's Inspector. Payment for testing will not be the
responsibility of the Consultant.
F. Compensation and Responsibilities of the Consultant
01203.0006/86133S.2
• Payment for the scope of work described above shall be paid as a Lump
Sum for the amount of $300,929.50, which includes the amount of $2,979.50 for
the cost of the performance and payment bonds.
• The basis for the Lump Sum amount is that certain Clarke Contracting
Corporation proposal, dated 2/23/2023, and titled: "Proposal: 28800 Hawthorne
Blvd. 48" Storm Drain Slip-Line Repair," modified herein.
• Consultant shall produce the necessary traffic control plan using a
professional Traffic Engineer or Civil Engineer and submit it to the City for
approval. Clarke shall be responsible for installation and maintenance of traffic
control at all times.
• Consultant shall be responsible for all engineering required for shoring.
• Consultant shall produce a schedule of values ("SOV"), which details the
breakdown of the Lump Sum cost, and which must be approved by the Construction
Manager prior to the commencement of work. This purpose of the SOV is to
provide the basis for the negotiation for extra work, should that become necessary
and will not be used for any other purpose.
• Consultant shall provide a schedule of rates for labor and equipment that
are proposed for the project, and which must be approved by the Construction
Manager prior to the commencement of work.
• Consultant shall provide a schedule for the basic work activities to give the
city an indication of what to expect
• Consultant sha11 obtain a no-fee permit for working in the right of way.
City's Inspector will assist with obtaining the permit from City.
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II/
• Consultant shall obtain and submit the necessary Certificates of Insurance
for GL, Auto and Workers Compensation to the reasonable satisfaction of City's
Contract Officer.
• Consultant to submit daily reports to City's Contract Officer, signed by the
Consultant representative and Inspector.
• Consultant is to comply with all Department of Industrial Relations (DIR)
requirements.
G. Work Hours
Work shall be restricted to the hours from 7:00 a.m. to 6:00 p.m. on week-days, with no
weekend work, unless authorized in writing in advance. No work shall be allowed on
Federal, State, or City holidays, unless authorized in writing in advance.
H. Labor, Equipment and Materials
Consultant shall furnish all equipment, labor, materials transportation, taxes and supplies,
required to perform the work.
If, for any reason, it becomes necessary, with the prior written approval of City's Contract
Officer, to pay for work using time and materials ("T &M''), hours of work will not include
travel time.
I. NPDES / BMPS
Consultant shall not allow any debris resulting from the work, to be deposited into any
storm drain sewer system.
All water po11ution control work shall conform with the requirements in the Los Angeles
Department of Public Works BMP Manual and shall be at the Consultant's cost.
J. Special Safety Requirements
Consultant shall be solely responsible for ensuring that all work performed is in strict
compliance with all applicable Cal/OSHA, Federal, State and local occupational safety
regulations.
Consultant shall provide at its expense, all safeguards, safety devices and protective
equipment and shall take all actions appropriate to providing a safe jobsite.
Consultant shall designate, in writing, a Project Safety Official, who shall be thoroughly
familiar with the Consultant's Injury and Illness Prevention Program and Code Safety
Practices. The Official shall always be available to abate any potential safety hazards and
shall have the authority to shut down an operation, if necessary.
01203 .0006/861335,2 -5-
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K. Work Duration / Liquidated Damages
The work duration shall be six (6) weeks form issuance of a Notice to Proceed and the
activities will be based on the approved schedule that will be developed by Consultant
(refer to the schedule item in section F above), with allowances being approved by City's
Contract Officer for extenuating circumstances, such as inclement weather.
This scope of work is regarded as an emergency repair project and every effort must be
made to complete the work as quickly and as efficiently as possible.
It is fully understood that once excavation commences, unforeseen conditions may
become apparent, which could result in the need to make changes to the work plan and
schedule durations.
Liquidated damages of $2,000/day will apply for unfinished work that extends beyond the
duration of the project. Any changes to the completion date resulting from unforeseen
conditions must be agreed in writing.
L. Insurance Requirements
Consultant shall provide the Indemnification and Insurance provisions as are specified in
Exhibit "B," attached hereto, naming City, its elected and appointed public officials,
officers, employees, and attorneys as additional insureds
M. Responsibilities of City's Contract Officer
• Review and approve the schedule
• Review and approve the Schedule of Values and Schedule of Rates
• Review and approve the Traffic Control Plan
• Review and approve materials submittals
• Review and approve pay applications
• Review and approve applications for payment that is considered extra work
• Provide a project DIR number for the contract
3. All Other Terms of LACFCD Agreement. Except as modified by this
Agreement, all provisions of the LACFCD Agreement shall be in full force and effect. From and
after the date of this Agreement, whenever the term "Agreement" appears in this Agreement, it
shall mean the LACFCD Agreement, as modified herein .
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
01203.0006/861335.2 -6-
A-7
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]
01203.0006/861335.2 -7-
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year fast-above written.
ATTEST:
r-:DocuSig ned by:
______ L_!~~~2!i~k~
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDF.R. LT .P G°lLl:~""Ju -w-·-11-· __ w_w_ 9F096A23BACC45F ...
1 1am . yncter, city Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
I; DocuSigned by :
City Manager L@:;
CONSULTANT:
CLARKE CONTRACTING
CORPORATION, a California corporation
By: -==---~--1-~~:,,,1_~;,====-----~ ;_ Clarke
By:
TitlJiJ:!J!;nt
Na~e: Robert F . Clarke
Title: Vice President
Address: 4646 Manhattan Beach Blvd.
Lawndale, CA 90260
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: l) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financ ial 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 APPUCABLE TO CONSULTANT'S BUSINESS E TlTY.
0l 203.0006/861335.2 -8-
A-9
CERTIFICATE OF ACKNOWLEDGMENT
State of California
} ss.
County of _ Los Angeles_
On February 24, 2023 before me, Oliver Salas, Notary Public
Date Nam e, Titl e of Officer (e .g. "Jane Do e, Notary Public")
personally appeared Brian A. Clarke and Robert F. Clarke , who proved to me
Name(s) ofSigner(s)
the basis of satisfactory evidence to be the person(s) whose name(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 PENAL TY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
and and official seal.
e e e tt eAttR: e • f
OLIV ER SALA S
Notary Public • Ca lifo rn ia 2
Los A g~les Coun ty ~
Commi ss ion :/ 2298 385
My Com m. Exp ire s Jul 23. 2023
(Notary Seal)
-----------------------------------------------------OPTIONAL--------------------------------------------------
Although the inform ation requ es ted below is OPTIONAL, it could pre ve nt fr audulent reatt a chment o f thi s certifi cate to unauthori ze d documents.
CAPACITY CLAIMED BY SIGNER
INDIVIDUAL
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President and Secretary
Title(s)
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__ P ARTNER(S) __ LIMITED
GENERAL
ATTORNEY-IN-FACT
__ TRUSTEE(S)
GUARDIAN /CONSERVATOR
OTHER: _________ _
SIGNER IS REPRESENTING:
Name of Person(s) or Entity(ies)
Clarke Contracting Corporation
SIGNER(S) OTHER THAN NAMED ABOVE
DESCRIPTION OF A TT ACHED DOCUMENT
On-Call Emergency Facilities Services for Los Angel es
County Flood Control District Facilities Agreement
City of Rancho Palos Verdes
Agreem ent
TITLE OR TYPE O F DOCUMENT
NUMB ER O F PAGES DOCUMENT DAT E
A-10
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer comp leting this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELE S
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basis of satisfactory evidence to be the person(s) whose namcs(s) is/are subscribed to the within instrument and
acknowledged lo me that he/she/they executed the same in hi s/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the pcrson(s), or the entity upon behalf of which the person(s) acted,
exec uted the instrument.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity oftbe individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ftS V-f , 2023 before me, O~\'\l\f/L 51\'U\ '> , p ersonally appeared ~Ol]ir11-r r. C,1.1\fUct'proved to me on the
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I certify under PE 1AL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
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A-12
EMERGENCY FACILITIES REPAIR SERVICES AGREEMENT
BETWEEN CITY OF RANCHO PALOS VERDES AND
CLARKE CONTRACTING CORPORATION
FORHAWTHORNEBOULEVARDSINKHOLEREPAIRS
INSURANCE, INDEMNIFICATION
EXHIBITB
1.1 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 0 I, 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. Additional Insurance as referenced in Section 5.2(a) below shall provide coverage for
both ongoing and completed operations, and shall provide for both a defense and indemnity of the
City.
(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Contractor arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional Hability (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 $3,000,000 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
five (5) years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Contractor shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000).
(e) Umbrella or excess liability insurance. Contractor shall obtain and maintain
an umbrella or excess liability insurance that will provide bodily injury, personal injury and
property damage liability coverage at least as broad as the primary coverages set forth above,
including commercial general liability and employer's liability. Such policy or policies shall
include the following terms and conditions:
01203.0006/770637.J
A-13
• Pay on behalf of wording as opposed to reimbursement;
• ConcUITency of effective dates with primary policies;
• Policies shall ''follow form" to the underlying primary policies; and
• Insureds under primary policies shall also be insureds under the umbrella or
excess policies.
(f) Pollution liability insurance. Environmental Impairment Liability Insurance
shall be written on a Contractor's Pollution Liability form, or other form acceptable to the City,
providing coverage for liability arising out of sudden, accidental and gradual pollution and
remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the
aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the
policy as "covered operations." The policy shall provide coverage for the hauling of waste from
the project site to the final disposal location, including non-owned disposal sites.
(g) Builder's risk insurance. Upon commencement of construction and with
approval of City, Contractor shall obtain and maintain builder's risk insurance for the entire
duration of the Project until only the City has an insurable interest. The Builder's Risk coverage
shall include the coverages as specified below.
The named insureds shall be Contractor and City, including its officers,
officials, employees, and agents. All Subcontractors ( excluding those solely responsible for design
Work) of any tier and suppliers shall be included as additional insureds as their interests may
appear. Contractor shall not be required to maintain property insurance for any portion of the
Project following transfer of control thereof to City. The policy shall contain a provision that all
proceeds from the builder's risk policy shall be made payable to the City. The City will act as a
fiduciary for all other interests in the Project.
Policy shall be provided for replacement value on an "all risk" basis for the
completed value of the project. There shall be no coinsurance penalty or provisional limit provision
in any such policy. Policy must include: (l) coverage for any ensuing loss from faulty
workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2)
coverage against machinery accidents and operational testing; (3) coverage for removal of debris,
and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all
other properties constituting a part of the Project; ( 4) Ordinance or law coverage for contingent
rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by
the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value
of any key equipment item; ( 6) Ocean marine cargo coverage insuring any Project materials or
supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value
of any property or equipment stored either on or off the Site or any staging area. Such insurance
shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be
submitted to the Agency prior to commencement of construction.
(b) 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.
01203.00061170637.l
A-14
City shall be an additional insured on all subcontractor polices pursuant to this Section 5.1 and
Section 5.2 below.
(i) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B".
1.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide additional insured
endorsements to City as evidence of the insurance coverage required herein, along with a waiver
of subrogation endorsement for workers' compensation. Certificates of Insurance will not be
acceptable. Endorsements must be approved by City's Risk Manager prior to commencement of
performance. Current Endorsements and Declarations pages 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. In the event the City makes such a request,
Contractor shall immediately provide the requested policies and provide any such Privacy Act
release required by the City to Contractor's insurers relative to policy information.
(b) Duration of coverage. Unless a longer or shorter term is specified herein
with respect to a specific type of insurance, Contractor shall procure and maintain for the duration
of this Agreement all of the insurance required by this Agreement..
(c) Products/completed operations coverage. Products/completed operations
coverage shall extend a minimum of three (3) after project completion. Coverage shall be included
on behalf of the insured for covered claims arising out of the actions of independent contractors.
If the insured is using subcontractors, the Policy must include work performed ''by or on behalf'
of the insured. Policy shall contain no language that would invalidate or remove the insurer's duty
to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall
specifically provide for a duty to defend on the part of the insurer. The City, its officials, officers,
agents, and employees, shall be included as additional insureds under the Products and Completed
Operations coverage.
(d) Prim.my/noncontributing. For insurance required by Section 5.l(a) and (b)
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 comply with the Proof of Insurance requirements of paragraph
5.2(a), and must 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.
( e) 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.
01203.00061770637.I
A-15
(f) 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 Swplus 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.
(g) 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.
(h) Enforcement of contract proVIS10ns (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.
(i) 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 pwposes 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.
(j) 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.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. Commercial General Liability and Automobile
policies shall contain 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
01203.0006/170637.J
A-16
the project by Contractor, provide the same minimum insurance coverage and endorsements
required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of
this section. Contractor agrees that upon request, all agreements with consultants, subcontractors,
and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor's compensation.
( o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City. Contractor shall be responsible for immediately satisfying
any deductible, retained limit or self-insured retention in order for the City to be afforded an
immediate defense.
(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. City's failure to promptly tender defense directly to any insurer shall not be considered
''voluntary" within the meaning of any insurer's ''voluntary payments" clause or similar provision.
No defense costs or indemnity obligation incurred by the City in any matter arising from or related
to Contractor's acts or omissions in the performance of this Agreement shall be considered
"voluntary."
(q) Additional kinds of 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.
1.3 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:
0/203.0006/770637.J
A-17
(a) Contractor will upon tender of defense by the City, immediately
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.
Contractor expressly waives any contention that an immediate defense obligation does not arise
pursuant to any provision of the California Civil Code and/or Crawford v. Weathershie/d (2008)
44 Cal.4th 541, or its progeny.
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
( c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys' fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights,
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor
is not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate the provisions of this Section 5.3 in all 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.
1.4 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.
01203.0006/170637.J
A-18
CLARKE CONTRACTING CORPORATION
CONFIDENTIAL BID PROPOSAL
City of Rancho Palos Verdes
Attn: Mr. Ron Dragoo, City Engineer
30940 Hathorne Blvd., Rancho Palos Verdes, CA 90275-5391
Tel: 310.544-5250 -Fax: 310.544-5292
rond@mvca.gov
Date: 2/23/2023
Proposal: 28800 Hawthorne Blvd. 48" Storm Drain Slip-Line Repair
Base Proposali
Clarke Contracting Corp. proposes to do the following work:
Install a 36" corrugated HDPE pipe inside the existing 48" CMP storm drain pipe up to approx. 120 LF beginning
upstream at LADPW 42" Pipe/MR to the downstream LACPW RCP/Structure. Work shall include mobilization, traffic
control per plan, removals of all surfaces necessary for our work (PCC bus pad, curb & gutter, asphalt paving, and
landscaped areas), excavation and shoring approximately 10-20' in depth, pressure grouting of 48" CMP to fill annular
space between pipes, supporting gas line crossing over pit, rock bedding on pipe and native and CMB/Slurry backfill in
pit section, haul away of excess excavated soil and removed portions of pipe, restoration of asphalt paving, restoration of
affected bus pad, restoration of curb & gutter, restoration of removed sections of striping, demobilization. Price also
includes placing of I sack slurry to fill up voids under existing pipe prior to slip-lining up. This bid includes up to 120
CY of 1 sack slurry backfill to fill voids. Price includes bonds.
Total Lump Sum Price: $300,929.50 Lump Sum
Assumptions:
Exclusions:
Work hours to be Monday-Friday 7:00 a.m. to 4:00 p.m.
Existing pavement is not more than 6" thick.
No utilities in direct conflict with our work (other than know gas line).
Acceptable to leave traffic control in place 24/7 during project duration
Storage of equipment, materials, soil, etc. in tapered work area
Based upon one continuous, uninterrupted operation.
We will base pave and cap pave AC same day with same mix.
Assume up to 120 CY of Slurry Backfill based upon nonnal trench detail. Should we encounter any voids
requiring any additional backfill, we propose any additional slurry would be charged at 5165/CY as
necessary to fill any unforeseen voids or replace unsuitable soiL This could be measure by delivery
tickets.
We exclude the following; As-Builts, Testing, Fees, Permits, Special Insurance,
Utility Interference or Relocation, Engineering, Slurry Seal or Crack Seal, Cold Planning, PCC Paving unless
mentioned above, Hazardous Material, and Removal of USA or Survey Marks from pavement.
Thank you very much for giving us the opportunity to provide this service for you. We look forward to working with you
again. Please call me with any questions or changes.
Sincerely,
Brian Clarke
Clarke Contracting Corporation
4646 MANHATTAN BEACBOULEVARD, LAWNDALE, CA 90260
PHONE : (310) 542-7724 • FAX: (310) 542-2188
LICENSB # 325884
Page1of40
PW15575
ON-CALL EMERGENCY FACILITIES REPAIR SERVICES FOR
LOS ANGELES COUNTY FLOOD CONTROL DISTRICT FACILITIES
AGREEMENT FOR CONTRACTOR SERVICES
THIS AGREEMENT, made and entered into this 8th day of March, 2022.
BY AND BETWEEN
LOS ANGELES COUNTY FLOOD CONTROL
DISTRICT, a body corporate and political
(hereinafter referred to as DISTRICT),
AND CLARKE CONTRACTING CORPORATION, a
California Corporation, hereinafter referred to
as Consultant,
The parties hereto do mutually agree as follows:
1. Definition
District means the Los Angeles County Flood Control District.
2. Contractor's Services
The scope of work shall be as outlined in the Scope of Services,ExhibitA. Contractor's
proposal, Request for Proposals – BRCD No. BRC0000291 (RFP), and all
addenda/notices to the RFP, are incorporated herein as a part of this Contract. In the
event that anyconflict or inconsistencybetween this Contract andContractor'sproposal
are found, such conflict or inconsistency shall be resolved by giving precedence first to
the Contract (also referred to hereinasAgreement)andtheattachmentstotheContract.
No work shall commence on this project until a written Notice to Proceed is issued by
District. District does not guarantee or promise that any work will be assigned to
Contractor under this contract until a written Notice to Proceed is issued by the District.
Contractor is also referred to herein as Contractor.
EXHIBIT A - LACFCD AGREEMENT
A-19
A-20
3. Consideration
This Agreement is one of several agreements that the District has awarded as a result of
the RFP. All of the services performed by all of firms awarded agreements resulting
from the RFP are collectively referred to herein as the "Program." The total, aggregate,
not-to-exceed monetary amount for the Program is $25,000,000. As provided for in the
RFP, the District may allocate the Program amount across any or all of resultant
agreements that are awarded by the District, in any manner that the District determines
in the District's sole and absolute discretion.
In consideration of the performance by Contractor in a manner satisfactory to District of
the services described in Paragraph 2 above, including receipt and acceptance of such
work by Director of the County of Los Angeles Department of Public Works (hereinafter
Galled Director), Dbl, it.:l 1:1y1 eeM lo µ1::1y lhe Conlr~ctor up to the total, aggregate
amount(s) set forth in any Notices-to-Proceed that District may issue to the Contmntor in
connection with this Agreement, and subject to the aggregate, not-to-exceed Program
amount of $25,000,000 in the manner set forth immediately below and according to the
Schedule of Fees attached to this Agreement as Exhibit B. District do~s not warrant or
18µ1 e::H~r ,t U 1c:1l il will c:1ulhorlze the Contractor to perform any work or service$ of any
monetary amount under this Contract.
Contractor shall invoice District upon the completion of tasks, subtasks, deliverables,
and other additional services specified in this Agreement, Scope of Work, and any
change orders, as applicable, and which have been approved in writing by the District.
a. Payments for the work accomplished shall be made upon verification and
acceptance of such work by Director, as stated in the Scope of Services, Exhibit A.
Invoice! !hall be accompanied by an a1 ,a l y~b ur wu, I\ t,UI nµld1:::J r u1 ll re it 111uit.;~
period. This analysis shall be prepared in a format satisfactory to Director.
b. At the sole discretion of the Director, or his/her designee, the initial contracUprogram
amount may be supplemented by up to $330,000.00, per amendment, based on
workload requirements. The aggregate amount of such amendments shall not
exceed 2S percent of lh1:1 origi11c1I 1..;u11l1 ctd ,;:1111uu11l. The w11e11u1110rrl t;h;_i ll be
executed In accordance with Paragraph 8, Amendment. Work will be based on
Contractor's fee schedule attached to this AQreement as Exhibit B.
c. Contractor shall not proceed with additional services not set forth in the scope of
work or perform services outside the Contract Term without an amendment to this
Agreement as set forth in Paragraph 8. Contractor will not be paid for any
expenditure beyond the Contract amount stipulated without an amendment to this
Agreement.
d. No Payment for Services Provided Following Expiration/Termination of Agreement:
Contractor shall have no claim against District for payment for any money or
reimbursement, of any kind whatsoever, for any service provided by Contractor after
Page 2 of 40
A-21
the expiration or other termination of this Agreement. Should Contractor receive
any such payment it shall immediately notify District and shall immediately repay all
such funds to District. Payment by District for services rendered after
expiration/termination of this Agreement shall not constitute a waiver of District's
right to recover such payment from Contractor. This provision shall survive the
expiration or other termination of this Agreement.
e. A Cost of Living Adjustment will not be granted for this Agreement.
f. Contractor will notify District when Contract amount has been incurred up to 75% of
the Contract total.
4. Eguiprr,ent and Supplies
Contractor agrees to furnish all necessary equipment and supplies used in the
performance of the aforementioned services at Contractor's sole cost and expense.
5 . District's Responsibility
District will make available drawings, specifications, and other records as available in
District Department of Public Works' file. Notwithstanding the foregoing, District does
not represent the accuracy of the content of said materials.
6. District's Representative
Director or Director's authorized representative, shall represent District in all matters
pertaining to the services to be rendered pursuant to this Agreement.
7. Term
a. The term of this Agreement shall be for a period of one year commencing on the
date of full execution of the contract. At the sole discretion of the District, this
Agreement may be extended for four additional one-year terms , not to exceed a
total contract period of five years. No work will proceed until a Notice to Proceed is
issued by the District.
b. The Contractor shall notify Public Works when this Contract is within six (6) months
from the expiration of the term as provided for hereinabove. Upon occurrence of this
event, the Contractor shall send written notification to Public Works at the address
herein provided in Notices Paragraph .
c. If the District authorizes the Contractor in writing to perform services on a given
project prior to the stated expiration date, but thereafter such services are not
completed by the stated expiration date, then the expiration of the Agreement shall
be automatically extended solely to allow for the completion of such services. District
may authorize unforeseen additional services and extend the contract Axpirntion cl.ah:~
Page 3 of 40
A-22
as necessary to complete those services when the unforeseen additional services
are directly related to the initial scope of work and are necessary for the completion
of a given project.
8 . Amendment
a. For any change which affects the scope of work, Term, Contract Sum, payments, or
any term or condition included under this Contract, an Amendment shall be prepared
and executed by the Contractor and by Director.
b. The COUNTY's Board of Supervisors or Chief Executive Officer or designee may
require the addition and/or change of certain terms and conditions in the Contract
during the term of this Contract. The COUNTY reserves the right to add and/or
change such provisions as required by the COUNTY's Board of Supervisors or Chief
Executive Officer. To implement such changes, an Amendment or a change order to
ll 1~ Cur 1lr at;l s l 1c1II ue prepared a nd executed by the Contractor and by the Director.
c. The District, at its sole discretion, may authorize extensions of time as defined in
Paragraph 7, Term. The Contractor agrees that such extensions of time shall not
change any other term or condition of this Contract during the period of such
extensions. To implement an extension of time, a Notice to the Contractor will be
prepared by Diatrict unless the term extension is applied automatically in accordancE:
with Paragraph 7 .c.
d. For any change which does not materially affcotthc Scope of Work or onyothcrtorm or
condition included under this Contract, a change order shall be prepared by Public
Works and signed by the Contractor. If the change order is prepared by th e
Contractor, it shall be approved by Public Works and signed by the Contractor and the
District. For Board approved supplemental amount to the Agreement, a change order
may be prepared and signed by Public Works to effectuate the increase in contract
amount.
9. Assignment and Delegation/Mergers or Acquisitions
e. Th~ Cnntr.-.r.t,1r ~h~II notify lh~ Dbltid uf dlfy µtn 1Lli11y c1cyu isiliu11 s/111e1 yl:!1 s u f ils
company unless otherwise legally prohibited from doing so. If the Contractor is
restricted from legally notifying the District of pending acquisitions/mergers, then it
should notify the District of the actual acquisitions/mergers as soon as the law allows
and provide to the District the legal framework that restricted it from notifying the
District prior to the actual acquisitions/mergers.
b. The Contractor shall not assign, exchange, transfer, or de legate its rights or duties
under this Contract, whether in whole or in part, without the prior written consent of
District, in its discretion, and ::my attempted assignment, d ele gation, or otherwise
tra nsf~r of Its rights or duties, without such consent shall be null and void. ~or
purposes of this paragraph, District consent shall require a written Amendment to the
Page 4 of 40
A-23
Contract, which is formally approved and executed by the parties. Any payments by
the District to any approved delegate or assignee on any claim under this Contract
shall be deductible, at District's sole discretion, against the claims, which the
Contractor may have against the District.
c. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties,
responsibilities, obi igations, or performance of same by any person or entity other than
the Contractor, whether through assignment, subcontract, delegation, merger, buyout,
or any other mechanism, with or without consideration for any reason whatsoever
without District's express prior written approval, shall be a material breach of the
Contract which may result in the termination of this Contract. In the event of such
termination, District shall be entitled to pursue the same remedies against Contractor
as it could pursue in the event of default by Contractor.
10. Authorization Warranty
The Contractor represents and warrants that the person executing this Contract for the
Contractor is an authorized agent who has actual authority to bind the Contractor to each
and every term, condition, and obligation of this Contract and that all requirements of the
Contractor have been fulfilled to provide such actual authority.
11 . Budget Reductions
In the event that the County's Board of Supervisors adopts, in any fiscal year, a
COUNTY Budget which provides for reductions in the salaries and benefits paid to
the majority of COUNTY employees and imposes similar reductions with respect to
COUNTY Contracts, the COUNTY reserves the right to reduce its payment obligation
under this Contract correspondingly for that fiscal year and any subsequent fiscal
year during the term of this Contract (including any extensions}, and the services to
be provided by the Contractor under this Contract shall also be reduced
correspondingly. The COUNTY's notice to the Contractor regarding said reduction in
payment obligation shall be provided within thirty (30) calendar days of the Board's
approval of such actions. Except as set forth in the preceding sentence, the
Contractor shall continue to provide all of the services set forth in this Contract.
12. Compliance with Applicable Law
a. In the performance of this Contract, Contractor shall comply with all applicable
Federal, State and local laws, rules , regulatlons, ordinances, directives, guldellnes,
policies and procedures, and all provisions required thereby to be included in this
Contract are hereby incorporated herein by reference .
b. Contractor shall indemnify, defend, and hold harmless COUNTY, its officers,
employees, and agents, from and against any and all claims, demands, damages,
liabilities, losses, costs, and expenses, including, without limitation, defense costs
and legal1 accounting .ind othor oxpo11j c.onc.u lting ur prufoc.,c.ion.11 fooc,, .1r ic.ing from,
Page 5 of 40
A-24
connected with, or related to any failure by Contractor, its officers, employees,
agents, or subcontractors, to comply with any such laws, rules, regulations,
ordinances, directives, guidelines, policies, or procedures, as determined by
COUNTY in its sole judgment. Any legal defense pursuant to Contractor's
indemnification obligations under this Paragraph shall be conducted by Contractor
and performed by counsel selected by Contractor and approved by COUNTY.
Notwithstanding the preceding sentence, COUNTY shall have the right to participate
in any such defense at its sole cost and expense, except that in the event Contractor
fails to provide COUNTY with a full and adequate defense, as determined by
COUNTY in its sole judgment, COUNTY shall be entitled to retain its own counsel,
including, without limitation, COUNTY Counsel, and reimbursement from Contractor
for all such costs and expenses incurred by COUNTY in doing so. Contractor shall
not have the right to enter into any settlement, agree to any injunction or other
equitable relief, or make any admission, in each case, on behalf of COUNTY without
COUNTY's prior written approval.
13. Compliance with Civil Rights Laws
The Contractor hereby assures that it will comply with Subchapter VI of the Civil Rights
Act of 1964, 42 USC Sections 2000 (e) (1) through 2000 (e) (17), to the end that no
f1P.r!=\nn ~h;:ill, nn thP orrnmrlc; nf rnr.P, r.reerl, cnlnr, 5PY , relioinn, flnr.P~try, AQP, r.nnrlitinn
of physical handicap, marital status, political affiliation, or national ori~in, be excluded
from participation in, be denied the benefits of, or be otherwise subjected to
discrimination under this Contract or under any project, program, or activity supported
by this Contract. The Contractor shall comply with Contractor's EEO Certification.
14. Compliance with Jury Service Program
This Contract is subject to provisions of the County's ordinance entitled Contractor
Employee Jury Service (Jury Service Program) as codified in Sections 2.203.010
through 2.203.090 of the Los Angeles COUNTY Code, incorporated by reference and
made a part of this Agreement.
a. Unless Contractor, also referred herein as Contractor, has demonstrated to the
COUNTY's satisfaction either that Contractor is not a Contractor as defined under
the Jury Service Program (Section 2.203.020 of the COUNTY Code) or that
Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070
of the COUNTY Code), Contractor shall have and adhere to a written policy that
provides that its Employees shall receive from the Contractor, on an annual basis, no
less than five days of regular pay for actual jury service. The policy may provide that
Employees deposit any fees received for such jury service with the Contractor or that
tho Contractor deduct from the Employee•~ regular pgy the fee'.. received for jury
service.
b. For purposes of this Paragraph, Contractor means a person, partnership, corporation
or other entity which has a Contract with the COUNTY or a subcontract with a
Page 6 of 40
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COUNTY Contractor and has received or will receive an aggregate sum of
$50,000 or more in any 12-month period under one or more COUNTY Contracts or
subcontracts. Employee means any California resident who is a full -time employee
of Contractor. Full-time means 40 hours or more worked per week, or a lesser
number of hours if: 1) the lesser number is a recognized industry standard as
determined by the COUNTY, or 2) Contractor has a long-standing practice that
defines the lesser number of hours as full-time. Full-time employees providing short-
term, temporary services of 90 days or less within a 12-month period are not
considered full-time for purposes of the Jury Service Program. If Contractor uses
any subcontractor to perform services for the COUNTY under the Contract, the
subcontractor shall also be subject to the provisions of this Paragraph. The
provisions of this Paragraph shall be inserted into any such subcontract Agreement
and a copy or the Jury Service Program shall be attached to the Agreement.
c. If Contractor is not required to comply with the Jury Service Program when the
Contract commences, Contractor shall have a continuing obligation to review the
applicability of its exception status from the Jury Service Program, and Contractor
shall immediately notify COUNTY if Contractor at any time either comes within the
Jury Service Program's definition of Contractor or if Contractor no longer qualifies for
an exception to the Program. In either event, Contractor shall immediately
implement a written policy consistent with the Jury Service Program. The COUNTY
may also require, at any time during the Agreement and at its sole discretion, that
Contractor demonstrate to the COUNTY's satisfaction that Contractor either
continues to remain outside the Jury Service Program's definition of Contractor
and/or that Contractor continues to qualify for an exception to the Program.
d. Contractor's violation of this Paragraph of the Agreement may constitute a material
breach of the Aqreement. In the event of such materii;tl br~ach . COUNTY may. in its
sole discretion, terminate the Contractor and/or bar Gontmctor from the award of
future COUNTY contracts for a period of time consistent with the seriousness of the
breach.
15. Confidentiality
Contractor shall maintain the confidentiality of all records and information, proprietary
informl'\tinn , !'mftw;,ir~ r .nrll"I!';, tr;irlp ~Pr.r~tc:;, r .rmfirlPnti;il infnrm~tinn, Ptr., whPfhPr nf
COUNTY or third parties, in accordance with all applicable Federal, State, and local
laws, rules, regulations, ordinances, directives, guidelines, policies and procedures
relating to confidentiality, including, without limitation, COUNTY policies concerning
information technology security and the protection of confidential records and
information.
Contractor shall indemnify, defend, and hold harmless COUNTY, its officers,
Amr>loyAAS, ;mrl r10Ants , from ;:mrl AQAinst ,my ,rnrl :=ill r.l,:iims , rlP.mr1nrls. ,famr10As ,
liabilities, losses, costs and expenses, including, without limitation, defense costs and
legal, accounting and other expert, consulting, or professional fees, arising from,
Page 7 of 40
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connected with, or related to any failure by Contractor, its officers, employees, agents ,
or subcontractors, to comply with this Paragraph, as determined by COUNTY in its
sole judgment. Any legal defense pursuant to Contractor's indemnification obligations
under this Paragraph shall be conducted by Contractor and performed by counsel
selected by Contractor and approved by COUNTY. Notwithstanding the preceding
sentence, COUNTY shall have the right to participate in any such defense at its sole
cost and expense, except that in the event Contractor fails to provide COUNTY with a
full and adequate defense, as determined by COUNTY in its sole judgment, COUNTY
shall be entitled to retain its own counsel, including, without limitation, COUNTY
Counsel, and reimbursement from Contractorforall such costs and expenses incurred
by COUNTY in doing so. Contractor shall not have the right to enter into any
settlement, agree to any injunction, or make any admission, in each case, on behalf of
COUNTY without COUNTY's prior written approval.
16. Conflict of Ir 1leresl
No District employee in a position to influence the award of this Agreement or any
competing Agreement, and no spouse or economic dependent of such employee, shall
be employed in any capacity by Contractor herein, or have any other direct or indirect
financial interest in this Agreement. No officer or employee of the Contractor who may
financially benefit from the performance of work hereunder shall in any way participate
in the GOUNTY'3 approval, or ongoing evaluation. of ~uch work. or in any way attempt
to unlawfully influence the COUNTY's approval or ongoing evaluation of such work.
Contractor represents and warrants that it is aware of, and its authorized officers have
read,. the provisions of Los Angeles County Code, Section 2.180.010, "Certain
Contracts Prohibited," and that execution of this Agreement will not violate those
provisions. Contractor shall comply with all conflict of interest laws, ordinances, and
regulations now in effect or hereafter to be enacted during the term of this Contract.
Contractor warrants that it is not now aware of any facts that create a conflict of
interest. If Contractor hereafter becomes aware of any facts that might reasonably be
expected to create a conflict of interest, including those identified in Section 2.180.010,
it shall immediately make full written disclosure of such facts to County. Full written
disclosure shall Include, but is not limited to, identification of all persons so identified
;'lnrl;, c.omplete description o f all re levant cit c um ~liil11<.:w~. Failurw lu i;umµly with th0
provisions of this Paragraph may be a material breach of this Contract subjecting
Contractor to either Contract termination for default or debarment proceedings or both.
17, Consideration of Hiring County Employees Targeted for Layoff/or Re-Employment
List
Should thP. Contn=1r.tnr rP.rJI 1irA ;:ufrlitinn:=il nr re.pla c.~m '7 nt f)'7r50nn P.I after th e eff~c.tive date
of this Contract to perform the services set forth herein, the Contractor shall give first
r.nnsirlAr::itinn fnr su c.h employm'i'nt ope ning1r to qwalifi c.d , p~rm.irnmt County QmployQQi
who are targeted for layoff or qualified, former County employees who are on a re-
employment list during the life of this Contract.
Page 8 ot40
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18. Consideration of Hiring GAIN/GROW Program Participants
Should the Contractor require additional or replacement personnel after the effective
date of this Contract, the Contractor shall give consideration for any such employment
openings to participants in the County's Department of Public Social Services Greater
Avenues for Independence (GAIN} Program or General Relief Opportunity for Work
(GROW) Program who meet the Contractor's minimum qualifications for the open
position. For this purpose, consideration shall mean that the Contractor will interview
qualified candidates. The County will refer GAIN/GROW participants by job category
to the Contractor. Contractor shall report all job openings with job requirements to:
GAINGROW@dpss.lacounty.gov to obtain a list of qualified GAIN/GROW job
candidates.
In the event that both laid-off County employees and GAIN/GROW participants are
available for hiring, County employees shall be given first priority.
19. B,ackaround and Security lnvr.11tim1tions
a, Each of Contractor's staff performing services under this Contrar,t. who is in a
tl88iyr lcllHlJ ~t:m8IUVt::! µusllltm, m, dt::!lHtrttlm~d l>y Cmmly IH Courily's so le <.Jl!::t:tellur1,
shall undergo and pass a background investigation to the satisfaction of County as
a condition of beginning and continuing to perform services under this Contract.
Such background investigation must be obtained through fingerprints submitted to
the California Department of Justice to include State, local, and federal-level
review, which may include, but shall not be limited to, criminal conviction
information. The fees associated with the background investigation shall be at the
expense of the Contractor, regardless of whether the member of Contractor's staff
passes or fails the background investigation.
b. If a member of Contractor's staff does not pass the background investigation,
County may request that the member of Contractor's staff be removed immediately
from performing services under the Contract. Contractor shall comply with
County's request at any time during the term of the Contract. County will not
µrovi<.Je to Contractor or to Contractor's staff any Information obtained through the
County's background investigation.
c. County, in its sole discretion, may immediately deny or terminate facility access to
any member of Contractor's staff that does not pass such investigation to the
satisfaction of the County or whose background or conduct is incompatible with
County facility access.
d. Disqualification of any member of Contractor's staff pursuant to this Paragraph
shall not relieve Contractor of its obligation to complete all work in accordance with
the terms and conditions of this Contract.
Page 9 of 40
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20. CARD Track/Monitoring Database
The County maintains databases that track/monitor contractor performance history.
Information entered into such databases may be used for a variety of purposes,
including determining whether the County will exercise a contract term extension
option.
21. Compliance with County's Zero Tolerance Human Trafficking
Contractor acknowledges that the County has established a Zero Tolerance Human
Trafficking Policy prohibiting contractors from engaging in human trafficking.
If a Contractor or member of Contractor's staff is convicted of a human trafficking offense,
the County s hall require that the Contractor or member of Contractor's staff be removed
immediately from performing services under the Contract. County will not be under any
obligation to disclose confidential information regarding the offenses other than those
required by law.
Dl~4uc:tllnccdlo r1 or c:t11y nu1tnb~r or Cuntrctttor·s start pursuant to this Paragr~ph shall not
relieve Contractor of its obligation to complete all work in accordance with the terms and
conditions. of this Contract.
22. Compliance w ith I-air C hance l::mployment ~ractIces:
Contractor shall comply with fair chance employment hiring practices set forth in
California Government Code Section 12952, Employment Discrimination: Conviction
History. Contractor's violation of this Paragraph of the Contract may constitute a material
breach of the Contract. In the event of such material breach, County may, in its sole
discretion, terminate the Contract.
23. Compliance with the County Policy of Equity:
ThA nontractor acknowledges that th e County takes its commitment to preserving the
rlionity nnrl profP.::i!'.llnnAll~m nf thA wnrl<plA r.A vAry RArinr l,:\ly. A8 RAt forth in thA Gn1 mty
Pull<;y uf Equity {CPOE) (https://ceop.lacounty.gov/). The contractor further
acknowledges that the County strives to provide a workplace free from discrimination,
harassment, retaliation and inappropriate conduct based on a protected characteristic,
and which may violate the CPOE. The contractor, its employees and subcontractors
acknowledge and certify receipt and understanding of the CPOE. Failure of the
contractor, its employees or its subcontractors to uphold the County's expectations of a
workplace tree tram harassment and dIscnmmat1on, including mappropnate conduct
based on a protected characte ristic, may subject the contractor to termination of
contractual agreements as well as civil liability.
Page 10 of 40
....
A-29
2 4 . Contractor Respon s ibility and Debarme nt
a. A responsible Contractor is a Contra ctor who has demonstrated the a ttribute o f
trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily
perform the Contract. It is the County's policy to conduct business only with
responsible Contractors.
b. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the
County Code, if the County acquires information concerning the performance of the
Contractor on this or other Contracts which indicates that the Contractor is not
responsible, the County may, in addition to other remedies provided in the
Contract, debar the Contractor from bidding or proposing on, or being awarded ,
And /or p Arforming w o rk on County Co ntra cts for 8 ~pecified pe ri o rl of timA, whinh
generally will not exceed five years but may exceed five years or be permanent if
warranted by the circumstances, and terminate any or all existing Contracts the
Contractor may have with the County.
c. The County may debar a Contractor if the Board of Supervisors finds, in its
discretion, that the Contractor has done any of the following: (1) violated a term of
a Contract with the County or a nonprofit corporation created by the County; (2)
committed an act or omission which negatively reflects on the Contractor's quality,
fitness or capacity to perform a Contract with the County, any other public entity, or
a nonprofit corporation created by the County, or engaged in a pattern or practice
which negatively reflects on same; (3) committed an act or offense which indicates
a lack of business integrity or business honesty, or (4) made or submitted a false
claim against the County or any other public entity.
d. If there is evidence that the Contractor may be subject to debarment, the
Depa1ir11 e nt will notify t he Contractor i n w r iting of the ev ide nce whic h is the bas is
for the proposed debarment and will advise the Contractor of the scheduled date
for a debarment hearing before the Contractor Hearing Board.
e . The Contractor Hearing Board will conduct a hearing where evidence on the
proposed debarment is presented. The Contractor and/or the Contractor's
representative shall be given an opportunity to submit evidence at that hearing.
Aflw, lhw hw l:il ri11y 1 lhw Cunlrct dur Htj::.riny BuZ:i rtl 1:i ha ll µrwµa r~ l:11 l tml~liv~ µruµui;wtl
decis ion, which shall contain a re commendation regarding whe ther the Contractor
should be debarred, and, if so, the appropriate length of time of the debarment.
The Contractor and the Department shall be provided an opportunity to object to
the tenta tive proposed decisio n prior to its prese ntation to the Board of
Supervisors.
f . After consideration of any objections, or if no objections are submitted, a record of
the hearing, the proposed decision and any other recommendation of the
Contractor Hearing Board shall be presented to the Board of Supervisors . The
Board of Supervisors shall have the right to modify, deny or adopt the proposed
decision and recommendation of the Hearing Board.
Page 11 of 40
....
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g. If the Contractor has been debarred for a period longer than five years, that
Contractor may, after the debarment has been in effect for at least five years,
submit a written request for review of the debarment determination to reduce the
period of debarment or terminate the debarment. The County may, in its
discretion, reduce the period of debarment or terminate the debarment if it finds
that the Contractor has adequately demonstrated one or more of the following: (1)
elimination of the grounds for which the debarment was imposed; (2) a bona fide
change in ownership or management; (3) material evidence discovered after
debarment was imposed; or (4) any other reason that is in the best interests of the
County.
h. The Contractor Hearing Board will consider a request for review of a debarment
determination only where (1) the Contractor has been debarred for a period longer
than five years; (2) the debarment has been in effect for at least five years; and (3)
the request is in writing, states one or more of the grounds for reduction of the
debarment period or termination of the debarment, and includes supporting
documentation. Upon receiving an appropriate request, the Contractor Hearing
Board will provide notice of the hearing on the request. At the hearing, the
Contractor Hearing Board shall conduct a hearing where evidence on the proposed
reduction of debarment period or termination of debarment is presented. This
hoaring aholl be oonduotod ond tho roquoot for roviow dcoidod by tho Contractor
Hearing Board pursuant to the same procedures as for a debarment hearing.
The Contractor Hearing Board's proposed decision shall contain a
recommendation on the request to reduce the period of debarment or terminate the
debarment. The Contractor Hearing Board shall present its proposed decision and
recommendation to the Board of Supervisors. The Board of Supervisors shall have
the right to modify, deny, or adopt the proposed decision and recommendation of
the Contractor Hearing Board .
i. These terms shall also apply to subcontractors of County Contractors.
£!::>. L:ontractors Acknowledgement ot County's Commitment to the Sately ~urrendered ~aby
Law and Notice to [mployees Regarding the Safely Surrendered Oaby Law
The Contractor acknowledges that the County places a high priority on the
implementation of the Safely Surrendered Baby Law. The Contractor understands that it
is the County's pollcy to encourage all County Contractors to voluntarlly post the
County's "Safely Surrendered Baby Law" poster in a prominent position at the
Contractor's place of business. The Contractor will also encourage its Subcontractors, if
any, to post this poster in a prominent position in the Subcontractor's place of business.
The County's Department of Children and Family Services will supply the Contractor with
the poster to be used. Information on how to receive the poster can be found on the
Internet at www.babysafela.org .
Page 12 of 40
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The Co ntractor s hall notify and provide to its employees, and shall require each
Subcontracto r to notify and provide to its employees , a f act sheet regarding th e Safely
Surrendered Baby Law, its implementatio n in Los Angeles County, and where and how
to saf ely s urrender a baby. The fact sheet is available on the Internet at
www.babysafela.org for printing purposes.
26. Contractor's Warranty of Adherence to County's Child Support Compliance Program
Contractor acknowledges that County has established a goal of ensuring that all
individuals who benefit financially from County through Contract are in compliance with
their court-ordered child, family, and spousal support obligations in order to mitigate
the economic burden otherwise imposed upon County and its taxpayers.
As required by County's Child Support Compliance Program (County Code Chapter
2.200) and without limiting Contractor's duty under this Contract to comply with all
applicable provisions of law, Contractor warrants that it is now in compliance and shall
during the term of this Contract maintain compliance with employment and wage
reporting requirements as required by the Federal Social Security Act (42 USC
Section 653a) and California Unemployment Insurance Code Section 1088.5, and
~hn ll imrlRmAnt ~11 ,~wfully ..-;p rvPrl W c1 0P :=mrl F (l mino c, Wi thhol di na Qrr1Pr5 nr r:rn mty
Altur11ey Nullce5 uf Wage a nd Earnings A s signment fbr Child or Spousal Support,
pursuant to Code of Civil Procedure Section 706 .031 and Family Code Section
5246(b).
Failure of Contractor to maintain compliance with these requirements shall constitute a
default by Contractor under this Contract.
27. County's Quality Assurance Plan
The County, or its agent, will monitor the Contractor's performance under this
Agreement on not less than an annual basis. Such monitoring will include assessing
Contractor's compliance with all Contract terms and conditions and performance
standards. Contractor deficiencies which County determines are significant or
continuing, and that may place performance of the Agreement in jeopardy if not
corrected, will be reported to the Board and listed In the appropriate contractor
performance database. The report to the Board will include improvement/corrective
action measures taken by the County and Contractor. If improvement does not occur
consistent with the corrective action measures, County may terminate th i s Agreement
or impose other penalties as specified in this Agreement.
28. County Rights
The County may employ, either during or after performance of this Contract, any right
of recovery the County may have against the Contractor by any means it deems
appropriate including, but not limited to, set-off, action at law or in equity, withholding,
recoupment, or counterclaim. The rights and remedies of the County under this
Page 13 of 40
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Contract are in addition to any right or remedy provided by California law.
29. Damage to County Facilities, Buildings Grounds
a . When applicable, the Contractor shall repair, or cause to be repaired, at its own
cost, any and all damage to County facilities, buildings, or grounds caused by the
Contractor or employees or agents of the Contractor. Such repairs shall be made
immediately after the Contractor has become aware of such damage, but in no
event later than thirty (30) days after the occurrence.
b. If the Contractor fails to make timely repairs, County may make any necessary
repairs. All costs incurred by County, as determined by County, for such repairs
shall be repaid by the Contractor by cash payment upon demand.
30. Default Method of Payment: Direct Deposit or Electronic Funds Tmnsfcr
a . The County, at its sole discretion, has determined that the most efficient and secure
default form of payment for goods and/or services provided under an agreement/
contract with the County shall be Electronic Funds Transfer (EFT) or direct deposit,
unless an alternative method of payment is deemed appropriate by the Auditor-
Controller (A-C).
b. The Contractor shall submit a direct deposit authorization request via the website
https://directdeposit.lacounty.gov with banking and vendor information, and any
other information that the A-C determines is reasonably necessary to process the
payment and comply with all accounting, record keeping, and tax reporting
requirements.
c. Any provision of law, grant, or funding agreement requiring a specific form or method
of payment other than EFT or direct deposit shall supersede this requirement with
respect to those payments.
d. At any time during the duration of the agreement/contract, a Contractor may submit
a written request for an exemption to this requirement. Such reque$t must be based
on specific legal, business or operational needs and explain why the payment
method designated by the A-C is not feasible and an alternative is necessary.
The A-C, in consultation with the contracting department(s), shall decide whether to
approve exemption requests .
3 ·1. Dlsallowed Cost
It Proposer's compliance with a County contract has been reviewed by the Department
of the Auditor-Controller within the last 1 O years, Proposer must not have unresolved
questioned costs identified by the Auditor-Controller, in an amount over $100,000.00,
that are confirmed to be disallowed costs by the contracting County department, and
remain unpaid for six months or more from the date of disallowance, unless such
Page 14 of 40
""
A-33
disallowed costs are the subject of current good faith negotiations to resolve the
disallowed costs, in the opinion of the County.
32. Employment Eligibility Verification
Contractor warrants that it fully complies with all Federal statutes and regulations
regarding employment of aliens and others, and that all its employees performing
services hereunder meet the citizenship or alien status requirements contained in
Federal statutes and regulations. Contractor shall obtain, from all covered employees
performing services hereunder, all verifications and other documentation of
employment eligibility status required by Federal statutes and regulations as they
currently exist and as they may be hereafter amended. Contractor shall retain such
documentation for all covered employees for the period presc ribed by law. Contractor
~ball ir1d1::m111lfy, deftmtl, and hold harmless County, Its officers, and employees from
employer sanctions and any other liability which may be assessed against Contractor
or County in connection with any alleged violation of Federal statutes or regulations
pertaining to the eligibility for employment of persons performing services under this
Agreement.
33. Facsimile/EIP.ctronir. Representations
The County and the Contractor hereby agree to regard facsimile/electronic
representations of original signatures of authorized officers of each party, when
appearing in appropriate places on the Agreement, Change Orders and amendments
prepared, and received via communications facilities, as legally sufficient evidence that
such original signatures have been affixed to amendments to this Contract, such that
the parties need not follow up facsimile/electronic transmissions of such documents
with iUbi~qu~nt (non~fac£imila/electronic) tranemiccion of "original" vartiom .. of cuch
documents. Electronic signatures include facsimile or email electronic signatures.
Each executed counterpart shall be deemed an original. All counterparts, taken
together, constitute the executed Agreement. The parties hereby acknowledge and
agree that electronic records and electronic signatures, as well as facsimile signatures,
used in connection with the execution of this Agreement and electronic signatures,
facsimile signatures or signatures transmitted by electronic mail in so-called pdfformat
shall be legal and binding and shall have the same full force and effect as if a paper
original of this Agreement had been delivered had been signed using a handwritten
signature. Contractor and County (i) agree that an electronic signature, whether digital
or encrypted, of a party to this Agreement is intended to authenticate this writing and to
have the same force and effect as a manual signature, (ii) intend to be bound by the
signatures (whether original, faxed or electronic) on any document sent or delivered by
facsimile or, electronic mail, or other electronic means, (iii) are aware that the other
party will rely on such signatures, and (iv) hereby waive any defenses to the
enforcement of the terms of this Agreement based on the foregoing forms of signature.
If this AQreement has been executed by e lectronic signature, all parties executing this
document are expressly consenting under the United States Federal Electronic
Signatures in Global and National Commerce Acl or 2000 ("E-SIGN") c:1m.l California
Page 15 of 40
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Uniform Electronic Transactions Act ("UETA")(Cal. Civ. Code§ 1633.1, et seq.), that a
signature by fax, email or other electronic means shall constitute an Electronic
Signature to an Electronic Record under both E-SIGN and UETA with respect to this
specific transaction.
34. Fair Labor Standards
Contractor shall comply with all applicable provisions of the Federal Fair Labor
Standards Act, and shall indemnify, defend, and hold harmless County, its agents,
officers, and employees from any and all liability including, but not limited to, wages,
overtime pay, liquidated damages, penalties, court costs, and attorneys' fees arising
under any wage and hour law including, but not limited to, the Federal Fair Labor
Standards Act for services performed by Contractor's employees for which County
may be found jointly or solely liable.
35. Force Majeure
a. Neither party shall be lir1hlP. for ~11r.h p;:irty•~ fail11rP-to perform it~ ohlig~tions
under and in accordance with this Contract, if such failure arises out of fires,
floods, epidemics, quarantine restrictions, other natural occurrences, strikes,
lockouts (other than a lockout by such party or any of such party's
subcontractors), freight embargoes, or other similar events to those described
above, but in every such case the failure to perform must be totally beyond the
control and without any fault or negligence of such party (such events are
referred to in this Paragraph as "force majeure events").
b. Notwithstanding the foregoing, a default by a subcontractor of Contractor shall
not constitute a force majeure event, unless such default arises out of causes
beyond the control of both Contractor and such subcontractor, and without any
fault or negligence of either of them. In such case, Contractor shall not be liable
for failure to perform, unless the goods or services to be furnished by the
subcontractor were obtainable from other sources in sufficient time to permit
Contractor to meet the required performance schedule. As used in this sub-
paragraph, the term "subcontractor'' and "subcontractors" mean subcontractors
at any tier.
c. In the event Contractor's failure to perform arises out of a force majeure event,
Contractor agrees to use commercially reasonable best efforts to obtain goods
or services from other sources, if applicable, and to otherwise mitigate the
damages and reduce the delay caused by such force majeure event.
3G. Governing Law, Jurisdiction, and Ve11ue
Thie Contmot cha ll bo qovornod by , QOQ oonotrucd in qooordonoc with , tho lowo of \he
State of California. The Contractor agrees and consents to the exclusive jurisdiction of
the courts of the State of California for all purposes regarding this Contract and fut1h er
Page 16 of 40
A-35
agrees and consents that venue of any action brought hereunder shall be exclusively in
the County of Los Angeles.
37. Gratuities
Contractor is advised that it is improper for any County officer, employee, or agent to
solicit consideration, in any form, from Contractor with the implication, suggestion, or
statement that Contractor's provision of the consideration, or failure to provide
consideration, may cause favorable or unfavorable treatment, respectively, for the
Contractor relating to the amendment or extension of the Contract or the making of any
determinations with respect to Contractor's performance under this Contract. A
Contractor shall not offer or give, either directly or through an intermediary, such
improper consideration, in any form, to a County officer, employee, or agent for the
purpose of securing favorable treatment as described herein.
A Contractor shall immediately report any attempt by a County officer, employee, or
agent to solicit such improper consideration. The report shall be made either to the
County manager charged with the supervision of the employee or to the County Auditor-
Controller's Employee fraud Hotline at (800) 544-6861 .
Among other items, such improper consideration may take the form of cash; discounts;
services; and the provision of travel, entertainment, or tangible gifts.
Note that Contractor's failure to adhere to this requirement could subject this Contract to
Termination for Improper Consideration Paragraph in this Agreement.
38. Independent Contractor Status
This Agreement is by and between County of Los Angeles and Contractor and is not
intended, and shall not be construed, to create the relationship of agent, servant,
employee , partnership, joint venture, or association, as between County and
Contractor. Tho omployooG and agontG of ono party ohall not bo, or bo oonotruod to
be, the employees or agents of the other party for any purpose whatsoever.
-, ha Contractor 6hall bo cololy liablo and rocponoiblo for providing to , or on bohalf of. ;JII
persons performing work pursw:mt to this Contract all compensation and benefits. The
County shall have no liability or responsibility for the payment of any salaries, wages,
unemployment benefits, disability benefits, Federal, State, or local taxes, or other
compensation, benefits, or taxes for atty µe1:::;u1111el µruviueu I.Jy ur u11 I.Jelialf uf the
Contractor. Contractor understands and agrees that all persons furnishing services to
Gou1 1ty pu ruuu11l Lu l111u /\yreurmml un.:, lor µurpoucu ul Worlwr:J' liomµur1uul1un
liability, employe€s ~olely of Contrn r.tor ,mrl not nf Co, mty.
Contractor shall bear the sole responsibility and liability for furnishing workers'
compensation benefits to any person for injuries arising from, or connected with,
services performed on behalf of Contractor pursuant to this Agreement.
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39. Indemnification and Insurance
The Indemnification and Insurance Provisions are set forth in Attachment 1 of this
Agreement. The insurance requirements set forth in Attachment 1 are the County's
basic requirements. The County reserves the right to add additional insurance types
and/or adjust the limits on a project-by-project basis .
40. Integrated Pest Management Program Compliance
Contractor acknowledges that County has established an Integrated Pest Management
Program (the Program) which aims to reduce or eliminate pollutants moved into surface
wntcr through storm water management systems and facilities. Contrac lor cerlifles
compliance on Integrated Pest Management Program Compliance Certification in
Required Forms, that contractor has reviewed, understands, and will adhere to the
County's 1PM Program requirements as set forth in Integrated Pest Management
Program Compliance and at: www.lacountyipm.org
Contractor must ensure and certify that its employees who apply pesticides on County
owned or maintained property are appropriately trained. The training, which must be
conducted on an annual bc1sis, but no later than June 30th of each calendar year, must
meet the County's minimum requirements under the Program.
Employee training may be self-certified by Contractors, provided the County has the
ability to audit the training, and must include, at a minimum, the following:
•
The potential for pesticide-related surface water toxicity;
Proper use, handling, and disposal of pesticides;
Least toxic methods of pest prevention and control, including 1PM; and
Reduction of p8 sticid e use .
All users of commercial pesticides are required by State law to provide a monthly
pesticide report to the Los Angeles County Department of Agricultural Commissioner/
Weights and Measures (ACWM). In addition to the mandatory monthly reporting
requirement, Contractor shall provide to the Department, with a copy to the ACWM, an
annual summary of the pesticides used outdoors on County-owned or maintained
µmµHrly hy Fl!::r.~I Year (JUiy 1 to June ::SU). ~or each pesticide, the summary shall
include all of the following:
• Prnducitradename
• Active ingredient(s)
• EPA Registration Number
• Total amount used
ThP. units rnrnrt1;>(j ~hall be approprintP. to thfl rirorll1d (n~llnm,, rnmr.Ar.1 rirnmrlr., Atr.)
This provision shall apply when applicable to the scope of work being performed.
Page ·1 8 of 40
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41. Liquidated Damages
a. If, in the judgment of the Director, or his/her d esign ee, the Contracto r is
d e emed to b e n o n-compliant with th e t erms and obligations assumed he reby ,
the Director, or his/her designee, at his/her option , in addition to, or in lieu of,
other remedies provided herein, may withhold the entire monthly payment or
deduct pro rata from the Contractor's invoice for work not performed. A
description of the work not performed and the amount to be withheld or
deducted from payments to the Contractor from the County, will be forwarded
to the Contractor by the Director, or his/her designee, in a written notice
describing the reasons for said action.
b. If the Director or his/her designee, determines that there are deficiencies in
the performance of this Contract that the Director, or his/her designee, deems
are correc ta ble by the Contractor over a certain time span, the Director, or
his/her designee, will provide a written notice to the Contractor to correct the
deficiency within specified time frames. Should the Contractor fail to correct
deficiencies within said time frame, the Director, or his/her designee, may: (a)
Deduct from the Contractor's payment, pro rata, those applicabfe portions of
the Monthly Contract Sum; and/or (b) Deduct liquidated damages. The
parties aQree that it will be impn;lcticable or extremely difficult to fi x the e xtent
of actual damages resulting from the f ailure of the Contractor to correct a
d eficien cy within the s pecified timo frame. Tho partica hereby agree that
under the current circumstances a reasonable estimate of such damages is
Two Tho us a n u Dulldr ~ ($2,000) µer ui::ly µer ir 1r,c1 cllu11, c111<..I U1c1l lll e Co11lr:::it;lO r
shall be liable to the County for liquidated damages in said amount. Said
amount 3hall be d e ducted f1'l,m t h e Co unl y'.s j.Jdyt 11~11l l u ll 11::t Cu11lr d d u1,
and/or (c) Upon giving five (5) days notice to the Contractor for failure to
correct the deficiencies, the County may correct any and all deficiencies and
the total costs incurred by the County for completion of the work by an
alternate source, whether it be County forces or separate private Contractor,
will be deducted and forfeited from the payment to the Contractor from the
County, as determined by the County.
c, Tho action nQt on in thi:i Pnrno rnp l) :"lhn ll n nl hH r.n n~ir, IP.d A ~ A r~n Alty , hi 1t 1'lt
adjustme nt o f payme nt to the Contractor to recover the County coct due to tho
failure of the Contractor to complete or comply with the provisions of this
Contract.
d. This Paragraph shall not, in any manner, restrict or limit the County's right to
damages for any breach of this Contract provided by law or as specified in
Paragra ph b above, and shall not, in any manner, restrict or limit the County's
right to terminate this Contract a s a greed l o here in.
Page 19 of 40
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42. Local Small Business Enterprise/Social Enterprise/Disabled Veterans Business
Enterprise Utilization:
When requested by the County, the Contractor shall provide to the County via methods
specified by the County, such as submission of electronic live (or dynamic) data on
invoices for the prime and all subcontractors using County-designated third party
software system or to a County approved website, or other means of submitting
expenditure information on subcontractors, including but not limited to the following
information: the name, business address and telephone number/email address of each
subcontractor.
In addition, the Contractor shall be required to provide each of the specified
subcontractor's Local Small Business Enterprise (LSBE), (i.e., whether any of the listed
subcontractors are Local SBE's), Social Enterprise (SE) status, and Disabled Veterans
Business Enterprise (DVBE) status, and the proposed monetary amount of the work the
subcontractor will perform on each Notice to Proceed. At the time of submittal of each
invoice, the contractor shall indicate, via methods specified by the County, the actual
dollar amounts paid to each listed subcontractor who performed work on the project.
The subcontractor may be requested to confirm receipt of the actual payment to the
subcontractor by the prime.
The parties agree that it will be impracticable or extremely difficult to fix the extent of
actual damages resulting from the failure to the Contractor to comply with this Article.
The parties will agree that under the current circumstances a reasonable estimate of
such damages is specified in this Contractor Services Agreement, Liquidated Damages
Paragraph, and that the Contractor shall be liable to the County for said amount.
If in the judgment of the Director, or his/her designee, the Contractor is deemed lu IJe in
non-compliance with the terms and obligations, the Director or his/her designee, at
his/her option, in addition to, or in lieu of, other remedies provided in the Contractor
Services Agreement, may deduct and withhold liquidated damages from County's final
p aynwnt ttJ th~ Contractor.
4J. Melita I I leallh 3tH Vit;t::8 rur Cr-lllt:cll Incidents
In the event of a serious accident on the Project site, the Los Angeles County
Department of Mental Health (DMH) will, if requested, respond. The response may be
within a few hours or as long as a few days after the incident, depending on when the
rGqUiit was m:1cJo _ Thn corviooa DMH will provide include cri~ii interventio11,
normallzatlon of the stress response that survivors may be experiencing, stress
management techniques and re5ource~ if lite ::.Lr e~::. r eadiun::; i11~1 ec1~e ir I r, e4uem;y ot
intensity. Requests for services may be made by calling the DMH Emergency Outreach
Bureau Deputy Director, (213) 738-4924, during normal business hours or the ACCESS
Center, (800) 854-7771, evenings, holidays, and weekends.
Page 20 of 40
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44. Most Favored Public Entity
If the Contractor's prices decline, or should the Contractor at any time during the term
of this Contract provide the same goods or services under similar quantity and delivery
conditions to the State of California or any County, municipality, or County of the State
at prices below those set forth in this Contract, then such lower prices shall be
immediately extended to the County.
45. Nondiscrimination and Affirmative Action
a. The Contractor certifies and agrees that all persons employed by it, its affiliates,
subsidiaries, or holding companies are and shall be treated equally without
regard to or because of race, color, religi on, ancestry, national origin, sex, age,
physical or mental disability, marital status, or political affiliation, in compliance
with all applicable Federal and State anti-discrimination laws and regulations.
b. The. Contractor shall certify to, and comply with, the provisions of Contractor's
EEO Certification.
c. The Contractor shall take affirmative action to ensure that applicants are
employed, and ti ,al. ti111p loyHH:-; ;-m~ lrHr1l1-!d clurino em ploym ent, without re.ga ro to
race, color, religion, ancestry, national origin, sex, age, physical or mental
disability, marital status, or political affiliation, in compliance with all applicable
Federal and State anti-discrimination laws and regulations. Such action shall
include, but is not limited to: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination , rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
d. The Contractor certifies and agrees that it will deal with its subcontractors,
bidders, or vendors without regard to or because of race, color, religion, ancestry,
national origin, sex, age, physical or mental disability, marital status, or political
ntt1l1E1t1on .
e . The Contractor certifies and agrees that it, its affiliates, subsidiaries, or holding
companie~ Eh~II comply with a ll opplicable Federal and State laws and
regulations to the end that no person shall, on the grounds of race , color, religion,
ancestry, national origin, sex, age, physical or mental disability, marital status, or
political affiliation, be excluded from participation in, be denied the benefits of, or
be otherwise subjected to discrimination under this Contractor under any project,
program, or activity supported by this Contract.
f. The Contractor shall allow County representatives access to the Contractor's
employment records during regular business hours to verify compliance with the
provisions of this Paragraph w hen so requested by the County.
Page 2 ·1 of 40
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g. If the County finds that any provisions of this Paragraph have been violated, such
violation shall constitute a material breach of this Contract upon which the County
may terminate or suspend this Contract. While the County reseNes the right to
determine independently that the anti-discrimination provisions of this Contract
have been violated, in addition, a determination by the California Fair
Employment and Housing Commission or the Federal Equal Employment
Opportunity Commission that the Contractor has violated Federal or State anti-
discrimination laws or regulations shall constitute a finding by the County that the
Contractor has violated the anti-discrimination provisions of this Contract.
h. The parties agree that in the event the Contractor violates any of the
anti-discrimination provisions of this Contract, the County shall, at its sole option,
be entitled to the sum of Five Hundred Dollars ($500) for each such violation
pursuant to California Civil Code Section 1671 as liquidated damages in lieu of
terminating or suspending this Contract.
46. Non Exclusivity
I-.Jolt1lng herein Is Intended nor shall be construed as creating any exclusive
arrangement with the Contractor. This Contract shall not restrict Department from
acquiring similar, equal or like goods and/or seNices from other entities or sources.
4 7. Notice of Delays
Except as otherwise provided under this Contract, when either party has knowledge
that any actual or potential situation is delaying or threatens to delay the timely
performance of this Contract, that party shall, within one (1) business day, give notice
th ere of, in cludi ng all 1e h:Ni::H1l i11ru1111c1liu11 wilh respect there to , t o the other party.
48. Notice of Disputes
The Contractor shall bring to the attention of the County's Project Manager and/or
County's Project Manager's SupeNisor any dispute between the County and the
Contractor regarding the performance of seNi ces as stated in this Contract. If the
County's Project Manager or County's Project Manager's SupeNisor is not able to resolve
ll1 e di~pule, lhe Director of Publlc Works o r his/her dadgnea £ha ll re colve it.
49. Notice to Employees Regarding the Federal Earned Income Credit
Contractor shall notify its employees, and shall require each subcontractor to notify its
employees, that they may be elIgIble tor the t-ederal Earned Income Credit under the
Federal income tax laws. Such notice s hall be provided in Rccord::mcP. with thA
requirement set forth in Internal 1-<evenue ~ervIce Notice 101 o.
Page 22 of 40
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50. Notices
Any notice required or desired to be given pursuant to this Agreement shall be given in
writing and addressed indicated below and emailed as follows:
COUNTY
Department of Public Works
Business Relations and Contracts Division
Contracts Section II, 8th Floor
900 South Fremont Avenue
Alhambra, CA 91803
(626) 458-2593
CONSULTANT
Clarke Contracting Corporation
4646 Manhattan Beach Blvd .
Lawndale, CA 90260
(310) 542-7724
Contract Administrator Email: mjerg@dpw.lacounty.gov
T he address tor notice may be changed by giving notice pursuant to this Paragraph.
51 . Ownership of County Materials
a. Contractor and County agree that all materials, including but not limited to,
designs, specifications, techniques, plans, reports, deliverables, data,
photoqraphc. djagramG, mapo, imagoo. grophioo. text. vidcoo. advortioing,
software, source codes, website plans and designs, interactive media, drafts,
working papers, outlines, sketches, summaries, edited and/or unedited versions
of deliverables, and any other materials or information developed under this
Agreement and any and all Intellectual Property rights to these materials,
including any copyrights. trademarks, service marks, trade secrets. trade names,
unpatented inventions, patent applications, patents, design rights, domain name
rights, know-how, and any other proprietary rights and derivatives thereof, are
and/or shall be the sole property of County {hereafter collectively, "County
Materials"). Contractor hereby assigns and transfers to County all Contractor's
right, title and interest in and to all such County Materials developed under this
Agreement.
Notwith::itflnrlino ~, ,r.h r.ni inty nwn~r~hif'\ in th~ r.r.11 rnty M~teri~I ~. r.nntr<!'lr.tnr m,.y
retain possession of working papers and materials prepared by Contractor under
this Contract. During and for a minimum of five years subsequent to the term of
this Contract, County shall have the right to inspect any and all such working
papers and materials, make copies thereof and use the working papers and
materials and the information contained therein.
b. Contractor s hall executP. all docump,nts rP.fttJP.sh=icl hy County :rnd shall f)P.rform
all other acts requested by County to assign and transfer to, and vest in County,
all Contractor's right, title and interest in and to the County Materials, including,
but tlul li111ileu tu, any and all copyrights, trademarks, service marks, trade
names, unpatented inventions, patent .applications, patents, design rights,
r'age LJ at 4U
T
A-42
domain name rights, know-how, and any other proprietary rights and derivatives
thereof resulting from this Contract. County shall have the right to register all
applicable copyrights, trademarks and patents in the name of the County of Los
Angeles. Further, County shall have the right to assign, license, or otherwise
transfer any and all County's rights, title and interest, including, but not limited to
copyrights, trademarks, and patents , in and to the County Materials.
c. Contractor represents and warrants that the County Materials prepared herein
under this Agreement, are the original work of Contractor and do not infringe
upon any Intellectual Property or proprietary rights of third parties. For those
portions of the County Materials that are not the original work of Contractor,
Contractor represents and warrants that it has secured all appropriate licenses,
rights, and/or permission from appropriate third parties to include such materials
in the County Materials.
Contractor shall defend, indemnify and hold County harmless against any claims
by third parties based on infringement of copyright, patent, trade secret,
trademark, or any other claimed Intellectual Property or proprietary right, arising
from County's use of County Materials created and/or prepared by Contractor.
Contractor will also indemnify and defend at its sole expense, any action brought
against County based on a claim that County Materials furnished hereunder by
Contractor and used within the scope of this A~reement infrin!=Je any copyri~ht,
patent, trade secret, trademark, or any other claimed intellectual property or
proprietary right of third parties, and Contractor will pay any costs, damages and
attorney's fees incurred by County. County will notify Contractor promptly and in
writing of any such action or claim and will permit Contractor to fully participate in
the defense thereof.
d . Contr:actor i;:hall affi x tha following notioo to all County Matorialc: "It) Copyright
2021 (or such other appropriate date of first publication), County of Los Angeles.
All Rights Reserved." Contractor shall affix such notice on the title page of all
images, photographs, documents and writings, and otherwise as County may
d1roct.
,;. r.,~1u1 tly '>I tall al sw ll~vw lli w ~w lw riyhl lu t;Ulllrul lllw prwµa rallon1 m odlrl callon, a nd
revisions to, all acknowledgment and/or attribution language for all County
Materials resulting from this Agreement. County will however, honor requests by
Contractor seeking removal of all acknowledgment and/or attribution language
relating to the Contractor, should Contractor no longer wish to receive attribution
for its work on the County M.:itP.ri::il~.
f. If directed to do so by County, Contractor will place the County name and County
logo on County Materials developed under this Agreement. Contractor may not,
however, use the County name and County logo on any other materials prepared
or developed by Contractor that falls outside the scope of this Agreement.
Page 24 of 40
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52. Prohibition Against Inducement or Persuasion
Notwithstanding the above, the Contractor and the County agree that, during the term
of this Contract and for a period of one year thereafter, neither party shall in any way
intentionally induce or persuade any employee of one party to become an employee or
agent of the other party. No bar exists against any hiring action initiated through a
public announcement.
53. Prohibition from Participation in Future Solicitation(s)
The County Board of Supervisors has adopted a Countywide policy that prohibits
any person, or any firm [collectively "firm'"] or any subsidiary of a firm from
submitting a bid or proposal in any County solicitation process where the person
or firm, assisted in the development of the solicitation document(s).
A Proposer, or a Contractor or its subsidiary or Subcontractor
("Proposer/Contractor"), is prohibited from submitting a bid or proposal in a
County solicitation if the Proposer/Contraclot has. p, ovitled advice 01 consultation
lv1 lh~ ~ullcltatlon. A Proposer/Contractor Is also prohibited from tubmlttlng a bid
or propooal in a County oollcltotlon If the rro~o3er/Contr«:\ctor ha~ developed or
prepared any of the solicitation materials on behalf of the County. A violation of
this provision shall result in the disqualification of the Contractor/Proposer from
participation in the County solicitation or the termination or cancellation of any
resultant County contract. This provision shall survive the expiration, or other
termination of this Agreement.
54. Public Records Act
a. Any documents submitted by the Contractor; all information obtained in
connection with the County's right to audit and inspect the Contractor's
documents, books, and accounting records pursuant to Record Retention and
Inspection/Audit Settlement Paragraph of this Contract; as well as those
documents whir:h WP.rA rnci11irArl to hA s1.1hmittArl in rAsr<:msA to the RACfllP.St for
Proposals (RFP) used in the solicitation process for this Contract, become the
exclusive property of the County. All such documents become a matter of public
record and shall be regarded as public records. Exceptions will be those
elements in the California Government Code Section 6250 et seq. (Public
Records Act) and which are marked "trade secret," "confidential," or "proprietary."
The County shall not in any way be liab.le or responsible for the disclosure of any
such records including, without limitation, those so marked, if disclosure is
required by law, or by an order issued by a court of competent jurisdiction.
b. In the event the County is required to defend an action on a Public Records Act
request for any of the aforementioned documents, mtorrnation, books, records,
and/or contents of a proposal marked "trade secret," "confidential," or
"proprietary," the Contrnr.tor ::igrAee to clefenrl ancl indemnify the County from (lll
Page 25 of 40
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costs and expenses, including reasonable attorney's fees, in an action or liability
arising under the Public Records Act.
55. Publicity
a. The Contractor shall not disclose any details in connection with this Contract to
any person or entity except as may be otherwise provided hereunder or required
by law. However, in recognizing the Contractor's need to identify its services and
related clients to sustain itself, the County shall not inhibit the Contractor from
publishing its role under this Contract within the following conditions:
i. The Contractor shall develop all publicity material in a professional manner;
and
ii. During the term of this Contract, the Contractor shall not, and shall not
authorize another to, publish or disseminate any commercial advertisements,
press releasee, feature articles, or other mutcrials using tho mime of the
County without the prior written consent of the Director of Public Works or
his/her designee. The County shall not unreasonably withhold written
consent.
b. The Contractor may, without the prior written consent of County, indicate in its
proposals and sales materials that it has been awarded this Contract with the
County of Los Angeles, provided that the requirements of this Paragraph shall
apply.
56. Record Retention and Inspection/Audit Settlement
The Contractor shall maintain accurate and complete financial records of its activities
and operations relating to this Contract in accordance with generally accepted
~c.counting µr ir 1dµh::~~-TIit! Cunh adur ~lli:111 al~u rualr1lal11 ,weurnle a11d c;un1µlel~
employment and other records relating to its performance of this Contract. The
Contractor agrees that the County, or its authorized representatives, shall have access
to and the right to examine, audit, excerpt, copy, or transcribe any pertinent transaction,
activity, or record relating to this Contract. All such material, including, but not limited
to, all financial records, bank statements, cancelled checks or other proof of payment,
timecards, sign-in/sign-out sheets and other time and employment records, and
proprietary dat.::1 and information, shall be kept and maintained by the Contractor and
shall be made available to the County during the term of this Contract and for a period
of five (5) years thf!rn:=ifter unless the County's written permission is qiven to dispose of
any such materlttl prior to such time . All suc.h rnatE:rial shall be maintained by llle
Contractor at a location in Los Angeles County, provided that if any such material is
located outside Los Angeles County, then, at the County's option, the Contractor shall
pay the County for travel, per diem, and other costs incurred by the County to examine,
audit, excerpt, copy, or transcribe such material at such other location.
Page 26 uf 40
A-45
a. In the event that an audit of the Contractor is conducted specifically regarding this
Contract by any Federal or State auditor, or by any auditor or accountant
employed by the Contractor or otherwise, then the Contractor shall file a copy of
such audit report with the County's Auditor-Controller within thirty (30) days of the
Contractor's receipt thereof, unless otherwise provided by applicable Federal or
State law or under this Contract. Subject to applicable law, the County shall
make a reasonable effort to maintain the confidentiality of such audit report(s).
b. Failure on the part of the Contractor to comply with any of the provisions of this
Paragraph shall constitute a material breach of this Contract upon which the
County may terminate or suspend this Contract.
c. If, at any time during the term of thic Contract or within five (6) ycarc after tho
expiration or termination of this Contract, representatives of the County conduct
an audit of tho Contractor regarding the work pr.rformr.d uncfr.rthir.i Contmr.t, ond
if such audit finds that the County's dollar liability for any such work is less than
payments made by the County to the Contractor, then the difference shall be
either: a) repaid by the Contractor to the County by cash payment upon demand
orb) at the sole option of the County's Auditor-Controller, deducted from any
amounts due to the Contractor from the County, whP.thP.r 1mrJP.r this Contract or
otherwise. If such audit finds that the County's dollar liability for such work is
more than the payments made by the County to the Contractor, then the
difference shall be paid to the Contractor by the County by cash payment,
provided that in no event shall the County's maximum obligation for this Contract
exceed the funds appropriated by the County for the purpose of this Contract.
57. Recycled Bond Paper
Consistent with the Board of Supervisors' policy to reduce the amount of solid waste
deposited at the County landfills, the Contractor agrees to use recycled-content paper to
the maximum extent possible on this Contract.
58. Subcontracting
a . Th~ requin~m9nb, of thi~ Contract may not be 8Ubcontracted by the Contractor
without the advance approval of tho County. Suboontraotorn listed in tho
Contractor's Proposals are approved by County, unless otherwise indicated by
County. Any attempt by the Contractor to subcontract without the prior consent
of the County may be deemed a material breach of this Contract.
b . If the Contractor desires to subcontract, the Contractor shall provide the
following information promptly at the County's request.
• A de8r.ription of the work to be performed by the Subcontractor;
• A draft copy of the proposed subcontract; and
• Other pertirnmt information and/or certifications requested by the County.
Page 27 of 40
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c. The Contractor shall indemnify and hold the County harmless with respect to
the activities of each and every Subcontractor in the same manner and to the
same degree as if such Subcontractor(s) were the Contractor employees.
d. The County does not have contractual privity with the subcontractor. The
Contractor shall remain fully responsible for all performances required of it
under this Contract; including those that the Contractor has determined to
subcontract. Contractor shall remain fully responsible for services rendered by
any subcontractor pursuant to a subcontract between the Contractor and
subcontractor.
e. The Contractor shall be solely liable and responsible for all payments or other
compensation to all Subcontractors and their officers, employees, agents, and
successors in interest arising through services performed hereunder,
notwithstanding the County's consent to subcontract.
f . The Contractor shall obtain certificates of insurance, which establish that the
Subcontractor maintains all the programs of insurance required by the County
from each npprovr.rl 811hr.nntmr.tnr ThA r.nntr~r.tnr ~h c,11 P.n sure-d eli very by
email of all such documents to:
Department of Public Works
Business Relations and Contracts Division
Contracts Section 11
Contract Administrator: Matt Jerge
Email Address: mjerge@dpw.lacounty.gov
(626) 458-2593
before any Subcontractor employee may perform any work hereunder.
59. Termination for Breach of Warranty to Maintain Compliance with County's Child Support
Compliance Program
Failure of the Contractor to maintain compliance with the requirements set forth in
Contractor's Warranty of Adherence to County's Child Support Compliance Program
Paragraph, shall constitute default under this Contract. Without limiting the rights and
remedies available to the County under any other provision of this Contract, failure of the
Contractor to cure such default within ninety (90) calendar days of written notice shall be
~rounds upon which the County may terminate this Contract pursuant to Termimition for
Default and pursue debarment of the Contractor, pursuant to County Code
Chapter 2.202.
Page 28 of 40
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60. T ermina t ion for Breach of W arranty to Maintain Complian ce with County's Defaulted
Property Tax Redu ction Program.
Failure of Contractor to maintain compliance w ith the requirements set forth in
"Contractor's Warranty of Compliance with County's Defaulted Property Tax Reduction
Program" shall constitute default under this contract. Without limiting the rights and
remedies available to County under any other provision of this contract, failure of
Contractor to cure such default within 1 O days of notice shall be grounds upon which
County may terminate this contract and/or pursue debarment of Contractor, pursuant to
County Code Chapter 2.206.
61. Termination for Convenience
a. This Contract may be terminated, in whole or in part, when such action is
deemed by th e C ounty, in its so le discrc ti o 11, to be in its b est interest.
Termination of work hereunder shall be effected by notice of termination to the
Contractor specifying the extent to which performance of w ork is terminated and
th o dntn 11pnn whlnh !'.11 ICh termin ati o n becom es e ffecti ve. The d a te upon w hlc h
such termination becomes effective shall be no less than three (3) days after the
no ti ce i~ ~enl.
b. After receipt of a notice of termination and except as otherwise directed by the
County, the Contractor shall 1) stop work under thi s Contract on the date and to
the extent specified in such notice, and 2) complete performance of such part of
the work as shall not have been terminated by such notice.
c. All material including books, records, documents, or other evidence bearing on
the costs and expenses of the Contractor under this Contract shall be maintained
by the Contractor in accordance w ith Record Retention and Inspection/Audit
Se ttlement Para graph.
d . County shall no t inc ur any liability to Contrac tor, other than payment fo r work
already performed, up to the date of termination.
62. Termination for D efault
a. The County may, by written notice to the Contractor, terminate the whole or any
parl of th i5 Co11l1:o.d , ir, in ll 1t: jull yn let 1l ur Lile Di1edu1 UI PuuliG Wurks u, lii~/lier
designee:
• Co ntracto r has materl a ll y b1'6.:1c l1ed t1 ·11 5 Cor1trJd ; ul'
• Contractor fails to timely provide and/or satisfactorily perform any task,
deliverable, service, or other work required either under this Contract; or
• Contractor fails to demonstrate a high probability of timely fulfillment of
performance requirements under this Contract, or of any obligations of this
Page 29 of 40
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Contract and in either case, fails to demonstrate convincing progress toward a
cure within five (5) working days (or such longer period as the County may
authorize in writing) after receipt of written notice from the County specifying
such failure.
b. In the event that the County terminates this Contract in whole or in part as
provided in this Paragraph, the County may procure, upon such terms and in
such manner as the County may deem appropriate, goods and services similar to
those so terminated. The Contractor shall be liable to the County for any and all
excess costs incurred by the County, as determined by the County, for such
similar goods and services. The Contractor shall continue the performance of
this Contract to the extent not terminated under the provisions of this sub-
paragraph.
c. Cxcept with respec t to d e fa ulb uf ;;rny Sul>(;u11lrc.1dur, lhe Cunlrudor :.;tmll nol be
liable for any such excess costs of the type identified in above sub-paragraph if
its failure to perform this Contract arises out of causes beyond the control and
without the fault or negligence of the Contractor. Such causes may include, but
are not limited to: acts of God or of the public enemy, acts of the County in either
its sovereign or contractual capacity, acts of Federal or State governments in
their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes,
freight embargoes, and unusually severe weather; but in every case, the failure to
perform must be beyond the control and without the fault or negligence of the
Contractor. If the failure to perform is caused by the default of a Subcontractor,
and if such default arises out of causes beyond the control of both the Contractor
and Subcontractor, and without the fault or negligence of either of them, the
Contractor shall not be liable for any such excess costs for failure to perform,
unless the goods or se rvi ce~ to I.Jtj lu111iol1t:ju L>y lhfcJ SulJcunlradur Wt:H'e
obtainable from other sources in sufficient time to permit the Contr~ctor to meet
the required performance schedule. As used in this Paragraph, the term
"Subcontractor(s)" means Subcontractor(s) at any tier.
d. If, after the County has given notice of termination under the provisions of this
Paragraph, it is determined by the County that the Contractor was not in default
under the provisions of this Paragraph, or that the default was excusable under
the provisions of P~raQr ;;1 pli, lhe rights and obligations of the partie s shall be the
same as if the notir.P. of tP.rmin~tinn had be.en issued pursuant to Termination for
Convenience Paragraph.
e. The rights and remedies of the County provided in this Paragraph shall not be
exclusive and are in add1t1on to any other rights and remedies provided by law or
under th is Contract.
63. Termination for Improper Consideration
County may, by written notice to Contractor, immediately terminate the right of
Page 30 of 40
T
A-49
Contractor to proceed under this Agreement if it is found that consideration, in any
form, was offered or given by Contractor, either directly or through an interm ed iary, to
any County officer, employee, or agent with the intent of securing the Agreement or
securing favorable treatment with respect to the award, amendment, or extension of
the Agreement or the making of any determinations with respect to Contractor's
performance pursuant to the agreement. In the event of such termination, County
shall be entitled to pursue the same remedies against Contractor as it could pursue in
the event of default by Contractor.
Contractor shall immediately report any attempt by a County officer or employee to
solicit such improper consideration . The report shall be made either to County
manager charged with the supervision of the employee or to County Auditor-
Controller's Employee Fraud Hotline at (213) 974-0914 or (800) 544-6861 .
Among other items, such improper consideration may take the form of cash, discounts,
service, the provision of travel or entertainment, or tangible gifts.
64. Termination for Insolvency
a. The County may terminate this Contract forthwith in the event of the occurrence
of any of the following: 1) Insolvency of the Contractor. The Contractor shall be
deemed to be insolvent if it has ceased to pay its debts for at least sixty (60) days
in the ordinary course of business or cannot pay its debts as they become due,
whether or not a petition has been filed under the Federal Bankruptcy Code and
whether or not the Contractor is insolvent within the meaning of the Federal
Bankruptcy Code; 2) The filing of a voluntary or involunta ry petition regarding the
Contractor under the Federal Bankruptcy Code; 3) T he appointment of a
Receiver or Trustee for the Contractor; or 4) The execution by the Contractor of a
general assignment for the benerlt or creditors .
b. The rights and remedies of the County provided in this Paragraph shall not be
exclusive and are in addition to any other rights and remedies provided by law or
under this Contract.
65. T ermination for Non-Adherence of County Lobbyist Ordinance
The Contractor, and each County Lobbyist or County Lobbying firm as defined in
County Code Section 2.160.010 retained by the Contractor, shall fully comply with the
County's Lobbyist Ordinance, County Code Chapter 2.160. F' ailure on the part of the
Contractor or any County Lobbyist or County Lobbying firm retained by the Contractor
to fully comply with the County's Lobbyist Ordinance shall constitute a material breach
of this Contract, upon which the County may in its sole discretion, immediately
lerminate or suspend this Contract.
Page 31 of 40
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66. Termination for Non-Appropriation of Funds
Notwithstanding any other provision of this Contract, the County shall not be obligated
for the Contractor's performance hereunder or by any provision of this Contract during
any of the County's future fiscal years unless and until the County's Board of
Supervisors appropriates funds for this Contract in the County's Budget for each such
future fiscal year. In the event that funds are not appropriated for this Contract, then this
Contract shall terminate as of June 30 of the last fiscal year for which funds were
appropriated. The County shall notify the Contractor in writing of any such non-
allocation of funds at the earliest possible date.
67. Time Off for Voting
The Contractor shall notify its employees, and shall require each subcontractor to notify
and provide to its employees, information regarding the time off for voting law (Elections
Code Section 14000). Not less than 10 days before every statewide election, every
Contractor and subcontractors shall keep posted conspicuously at the place of work, if
practicable, or elsewhere where it can be seen as employees come or go to their place
of work, a notice setting forth the provisions of Section 14000.
68. Warranty of Compliance with County's Defaulted Property Tax Reduction Program
Contractor acknowledges that County has established a goal of ensuring that all
individuals and businesses that benefit financially from County through contract are
current in paying their property tax obligations (secured and unsecured roll) in order to
mitigate the economic burden otherwise imposed upon County and its taxpayers.
Unless Contractor qualifies for an exemption or exclusion, Contractor warrants and
certifies that to the best of its knowledge it is now in compliance, and during the term of
this contract will maintain compliance, with Los Angeles County Code Chapter. 2.206.
69. Validity
If any provision of this Contract or the application thereof to any person or circumstance
is held invalid, the remainder of this Contract and the application of such provision to
other persons or circumstances shall not be affected thereby.
70. Waiver
No waiver by the County of any breach of any provision of this Contract shall constitute
a waiver of any other breach or of such provision. Failure of the County to enforce at
any time, orfrorn time to time, tmy provigion of thi5 Contract 5hall not be con5tru ed as a
waiver thereof. The rights and remedies set forth in this Paragraph shall not be
exclusive and are ih add1t1on to any other rights and remedies provided by law or under
this Contract. ·
Page 32 uf 40
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71. Warranty Against Contingent Fees
a. The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure this Contract upon any Contract or understanding for
a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained
by the Contractor for the purpose of securing business.
b. For breach of this warranty, the County shall have the right to terminate this
Contract and , at its sole discretion, deduct from the Contract price or
consideration, or otherwise recover, the full amount of such commission,
percentage , brokerage, or contingent fee.
72. Local Small Business Enterprise {SBE) Preference Program
a. This Contract is subject to the provisions of the County's ordinance entitled Local
Small Business Enterprise Preference Program, as codified in Chapter 2 .204 of
the Los Angeles County Code.
b. The Contractor shall not knowingly and with the intent to defraud, fraudulently
obtain, retain. attempt \o obtain or retain , or aid another in fraudulently obtaining
or retaining or attempting to obtain or retain certification as a Local Small
Business Enterprise.
c. The Contractor shall not willfully and knowingly make a false statement with the
intent to defraud, whether by affidavit, report, or other representation, to a
County offioial or omployoo for the purponc of influencing tho ocrtifiootion or
denial of certification of any entity as a Local Small Business Enterprise.
d. If the Contractor has obtained certification as a Local Small Business Enterprise
by reason of having furnished Incorrect c upporllng Info rmation or by reas on of
having withhP.kl informr1tion , r1nrl whir.h knP.w , nr sho11lrl hr1vP. knnwn , thP.
information furnished wa s incorrect or tha inform::ition withhold wae; rnl0 v;:mt to
its request for cert1t1 c atlon, and whicl1 by reason ot suc h ce11ification l1as been
awarded this contract to which it would not otherwise have been entitled, shall:
1. Pay to the County any difference between the contract amount
and what the County's costs would have been if the contract had
been properly r1w,3rrlecl;
2. In addition to the amount dAscribAd in subdivision (1 ), bA
assessed a penalty in an amount of not more than 10 percent of
the amount of the contract; and
Page 33 at 40
...
A-52
3. Be subject to the provisions of Chapter 2.202 of the Los Angeles
County Code (Determinations of Contractor Non-responsibility
and Contractor Debarment).
The above penalties shall also apply to any business that has previously
obtained proper certification, however, as a result of a change in their status
would no longer be eligible for certification, and fails to notify the state and
Internal Services Department of this information prior to responding to a
solicitation or accepting a contract award.
73. Disabled Veteran Business Enterprise Preference Program
a. Thia Contraot io oubj cot to tho provbion:i of the County'□ ordinance entitled
Dlsabled Veteran 1::!us111ess cnleq.mse 1-'relerem;e 1-'ruynun, a~ cou1l1ed tn
Chapter 2.211 of the Los Angeles County C ode.
b. Contractor shall not knowingly and with the intent to defraud, fraudulently obtain,
retain, attempt to obtain or retain, or aid another in fraudulently obtaining or
retaining or attempting to obtain or retain certification as a Disab led Veteran
Business Enterprise.
c. Contractor shall not willfully and knowingly make a false statement with the intent
to defraud, whether by affidavit, report, or other representation, to a County
official or employee for the purpose of influencing the certification or denial of
certification of any entity as a Disabled Veteran Business Enterprise.
d. If Contractor has obtained certification as a Disabled Veteran Business
[11l"rpri5e by re~5on of hav ing furnish ed! Incorrect 5uppo 111ng information or by
reason of having wlthl1eld lnforma llon, and which knew, or should tia ve Know11,
the information furnished was incorrect or the information withheld was relevant
to its request for certification, and which by reason of such certification has been
awarded this contract to which it would not otherwise have been entitled, shall:
1. Pay to the County any difference between the contract amount and
what the County's costs would have been if the contract had been
properly awarded;
2. In addition to the amount described in subdivision (1 ), be assessed a
penalty in an amount of not more than 10 percent of the amount of the
contract; and
3. Be subject to the provisions of Chapter 2.202 of the Los Angeles
County Code (Determinations of Contractor Non-responsibility and
Contractor Debarment).
The above penalties shall also apply to any business that has previously obtained
Page 34 of 40
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proper certification, however, as a result of a change in their status would no
longer be eligible for certification, and fails to notify the state and lSD of this
information prior to responding to a solicitation or accepting a contract award.
74. Social Enterprise (SE) Preference Program
a. This Contract is subject to the provisions of the County's ordinance entitles Social
Enterprise (SE) Preference Program, as codified in Chapter 2.205 of the Los
Angeles County Code.
b. Contractor shall not knowingly and with the intent to defraud , fraudulently obtain,
retain, attempt to obtain or retain, or afd another in fraudulently obtaining or
retaining or attempting to obtain or retain certification as a Social Enterprise (SE)
vendor.
c. Contractor shall not willfully and knowingly make a false statement with the intent
to defraud, whether by affidavit, report, or other representation, to a County
official or employee for the purpose of influencing the certification or denial of
certification of any entity as a Social Enterprise (SE) vendor.
d. If Contractor has obtained County certification as a Social Enterprise (SE) vendor
by raaeon of hav ing furnichod inoorrcot oupporting information or by rco ~,on of
h t:Jv ing withh o ld inform~tion, a nd which lmc w, or !lh o uld hove !mown, til e
information furnished was incorrect or the information withheld was relevant to its
request for certification, and which by reason of such certification has been
awarded this contract to which it would not otherwise have been entitled, shall:
1. Pay to the County any difference between the contract amount and what the
County's costs would have been if the contract had been properly awarded;
2. In addition to the amount described in subdivision (1 ), be assessed a penalty
in an amount of not more than 10 percent (10%) of the amount of the
contract; and
3, B e s ubject to the provis ion ~ n f C:hrip,tP.r :;> .?O:::> o f thP. I ns AnuAlt"!s C:01 mty
Code (Determinations of Contractor No n-res pons ibility and Contractor
Debarment).
The above penalties shall also apply to any entity that has previously obtained
proper certification, however, as a result of a change in their status w ould no
longer be eligible for certification , and fails to no ti fy the certifying departme nt of
this inform~tion rrior to rn s rnnrlino to ;:i s nlii::itation or acceptin g a contract aw a rd .
Page 3b of 4U
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75. Prevailing Wage Requirements
This work includes prevailing wage and non-prevailing wage work.
a. Prevailing Wages
When applicable, the services provided in this Contract constitute "public works"
as defined in California Labor Code 1720, and are therefore subject to payment
of prevailing wages, compliance monitoring and enforcement by the Department
of Industrial Relations (DIR).
The Director of the DIR has established the general prevailing rate of per diem
wages for each craft, classification, type of worker, or mechanic needed to
execute public works and improvements. The current general prevailing wage
rate determinations are available at www.dir.ca.gov/dlsr/pwd/index.htm. The
Contraotor io roquirod to pay ito ogonto and cmploycoa the applioablo, ourront
prevailing wage rate and is responsible for selecting the classification of workers
required tc perform this service.
The Contractor agrees to comply with the provisions of Section 1775 of the
California Labor Code relating to the payment of prevailing wages, the utilization
of apprentices in accordance to LC 1777.5, and the assessment of penalties
determined by the California Labor Commissioner. Pursuant to Section 1773.2 of
the California Labor Code, copies of the prevailing rate of per diem wages are on
file at the County Department of Public Works, Construction Division, and will be
made available for inspection by request to the Contract Administrator. Future
effective wage rates will be on file with the Department of Industrial Relations.
The new wage rates shall become effective on the day following the expiration
date of the current determinations and apply to the Contract in the same manner
as if they had been included or referenced in the Contract.
b. Work Records
The Contractor shall comply with the requirements of Section 1812 of the Labor
Code. The Contractor shall maintain an accurate written record of all employees
working on the project each calendar day. The record shall include each
employee's name, Social Security number, job classification, and the actual
number of hours worked.
c. Posting of Notices
The Contractor shall comply with the provisions ot !Section 17T3.'2. ot the Labor
Code. The Contractor shall post a copy of the prevailing wage rates at the worksite
and comply with applicable law including posting of jobsite notices required by 8
California Code Reg. §16451(d):
Page 36 of 40
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''This public works project is subject to monitoring and investigative activities by the
Compliance Monitoring Unit (CMU) of the Division of Labor Standards
Enforcement, Department of Industrial Relations, State of California. This Notice is
intended to provide information to all workers employed in the execution of the
Contract for public work and to all contractors and other persons having access to
the jobsite to enable the CMU to ensure compliance with and enforcement of
prevailing wage laws on public works projects.
The prevailing wage laws require that all workers be paid at least the minimum
hourly wage as determined by the Director of Industrial Relations for the specific
classification (or type of work) performed by workers on the project. These rates
are listed on a separate jobsite posting of minimum prevailing rates required to be
maintained by the public entity, which awarded the public works Contract.
Complaints concerning nonpayment of the required minimum wage rates to
workers on this project may be filed with the CMU at any office of the Division of
Labor Standards Enforcement (DLSE).
Local Office Telephone Number;
Division of Labor Standards l.=.nforcement Office
320 West Fourth Street, Suite 450
Los Angeles, CA 90013
(213) 620-6330
Complaints should be filed in writing immediately upon discovery of any violations
of the prevailing wage laws due to the short period of time following the completion
of the project that the CMU may take legal action against those responsible.
Complaints should contain details about the violations alleged (for example, wrong
ratA [lAirl, nnt Rf/ hours paid, overtime rate n o t paid for ho1Jrs workRd in RXCRS,'i of R
hours per d;:,y or 40 hnt JrfJ per wee!<, de) mJ wo/1 os th @ name of the e mployer, the
publio ontitv which aw~rdo d thfJ public work~ Contr(Jkt, (Jf1d t/J ~ location ~nd ni'Jme
uf ll 11::: µ, uj1.::i;l.
For general information concerning the prevailing wage Jaws and how to file a
complaint r;nnr.Arnina any vio/;:ifion of fhcso provrJiling wage laws, you may contact
any DLSE office. Complaint forms are also available at t/Je Department of
lnd11.c-friaf Relations website found at httD://www.ciir.ca,goyLP11blic-
Works/PublicW arks.html."
d. Certified Payroll Records
The Contractor shall comply with the requirements of Section 1776 of the Labor
Code. Contractor and Subcontractors, if any, must furnish certified payroll records
directly to the Labor Commissioner (aka Division of Labor Standards Enforcement)
Page 37 of 40
A-56
in a format prescribed by the Labor Commissioner.
e. When requested by the County, electronic certified payroll records must be
submitted to the County, through an online system designated by the County.
76. Advertising and Other External Communications About the Project
Contractor/Contractor shall obtain the County's prior written approval before disclosing
or communicating any information concerning the award of the contract, the progress of
the work, or the completion of the work, to any non-party, including but not limited to
outside media and news organizations. This requirement includes, but is not limited to:
(1) a Contractor/Contractor's, application for an award or any other recognition of the
,-irrijp.r.t; Rnrl (2) any advertiiing or promotion of the projQct and/or thQ
Contractor/Contractor's role on the project. The County retains the sole discretion as to
the release of such information, including the right to deny the request for disclosure, the
right to direct the timing of the disclosure, and/or the right to direct Contractor/Contractor
to make revisions to tne information prior to disclosure.
77. GOVID~19 Vaccination5 of County Contractor Per5orinel
1. At Contractor's sole cost, Contractor shall comply with Chapter 2.212 (COVID-19
Vaccinations of County Contractor Personnel) of County Code Title 2 -
Administration, Division 4. All employees of Contractor and persons working on its
behalf, including but not limited to, Subcontractors of any tier (collectively,
"Contractor Personnel"), must be fully vaccinated against the novel coronavirus 2019
{"COVID-19") prior to (1) interacting in person with County employees, interns,
volunteers, and commissioners ("County workforce members"), (2) working on
County owned or controlled property while performinQ services under this Contrnct,
and/or (3) coming into contact with the public while perform ing services under this
Contract (collectively, "In-Person Services").
2. Contractor Personnel are considered "fully vaccinated" against COVID-19 two (2)
weeks or more after they have received (1) the second dose in a 2-dose COVID-19
vaccine series (e.g. Pfizer-BioNTech or Moderna), (2) a single-dose COVID-19
vaccine (e.~. Johnson and Johnson [J&J]/Janssen), or (3) the final dose of any
COVl[J-i!:1 vaccine authorized by the World Health Organization {"WHO'').
3. Prior to assigning Contractor Personnel to perform In-Person Services, Contractor
shall obtain proof that such Contractor Personnel have been fully vaccinated by
confirming Contractor Personnel is vaccinated through any of the following
documentation: (1) official COVID-19 Vaccination Record Card (issued by the
Department of Health and Human Services, CDC or WHO Yellow Card), which
Includes the name of the person vaccmated, type at vaccine provided, and dale ot
the last dose administered ("Vr1<x:in.::ition RP.r.on1 Cr1rci"); (?) r.ory (inr.lucling r1
photographic copy) of a Vaccination Record Card; (3) Documentation of vaccination
from a licensed medical provider; (4) a digital record that includes a quick response
Page 38 of 40
A-57
("QR") code that when scanned by a SMART HealthCard reader displays to the
reader client name, date of birth , vaccine dates, and vaccine type, and the QR code
confirms the vaccine record as an official record of the State of California; or (5)
documentation of vaccination from Contractors who follow the CDPH vaccination
records guidelines and standards. Contractor shall also provide written notice to
County before the start of work under this Contract that its Contractor Personnel are
in compliance with the requirements of this section. Contractor shall retain such
proof of vaccination for the document retention period set forth in this Contract, and
must provide such records to the County for audit purposes, when required by
County.
4. Contractor shall evaluate any medical or sincerely held religious exemption request
of its Contractor Personnel, as required by law. If Contractor has determined that
Contractor Personnel is exempt pursuant to a medical or sincerely held religious
reason, lhe Cunlractor must also maintain records of the Contractor Personnel's
testing results. The Contractor must provide such records to the County for audit
purposes, when required by County. The unvaccinated exempt Contractor Personnel
must meet the following requirements prior to (1) interacting in person with County
workforce members, (2) working on County owned or controlled property while
performing services under this Contract, and/or (3) coming into contact with the
public while performing services under this Contract:
a . Test for COVID-1 9 with either a polymerase chain reaction (PCR) or antigen test
has an Emergency Use Authorization (EUA) by the FDA or is operating per the
Laboratory Developed Test requirements by the U.S. Centers for Medicare and
Medicaid Services. Testing must occur at least weekly, or more frequently as
1t:J4ui11::KI I.Jy Cuu11ly ur other applltabl~ law, r~gulatlon or order.
b. Wear a mask that is consistent with CDC recommendations at all times while on
County controlled or owned property, and while engaging with members of the
public and County workforce members.
c. Engage in proper physical distancing, as determined by the applicable County
d i:;p artme11t ti 1ul U 1e Curilrud ,~ wllh.
5. In addition to complying with the rcquircmcnt3 of this section, Contracto r 5hall a lso
comply with all other applicable local, departmental, State, and federal laws,
regulations an·d requirements for COVID-19. A completed Exhibit C (COVID-19
Vaccination Certification of Compliance) is a required part of any agreement with the
County.
78. Entiro J\grccmcnt
This Contract constitutes the entire Agreement between District ,mrl C:ontmr.tor rinrl m:=iy
be modified only by further written Agreement between the parties hereto.
I
F'.>age 39 of 40
Michael S. Simon
A-58
IN WITNESS WHEREOF, the District has, by order of its Board of Supervisors, caused
these presents to be subscribed by the Chief Engineer of the Los Angeles County Flood
Control District or his authorized representative, and the Contractor has hereunto
subscribed its corporate name and affixed its corporate seal by its duly authorized officers
the day, month, and year he ref n first above written.
LOS ANGELES COUNTY
FLOOD CONTROL DISTRICT
By M~
Deputy DireOf
Department of Pubfic Works
APPROVED AS TO FORM:
RODRIGO A. CASTRO-s.,LVA
COUNTY Counsel
By ~ seniorDeputy · u ~el
Type/Print Name
CLARKE CONTRACTING CORPORATION
By-::::T ~ Presid~nt
Bri an A. Cla r ke
Type/Print Name i/h.'~7.~~ -By__,;;,..___,.il_t.._;_V'_ "-----------
Secretary
Robert F . Clarke
Type/Print Namo
Page 40 of 40
A-59
CERTIFICATE OF ACKNOWLEDGMENT
State of California
} ss.
County of _ Los Angeles_
On February 7, 2022 before me, Oliver Salas, Notary Public
Date Name, Title of Officer (e.g. "Jane Doe, Notary Public")
personally appeared Brian A. Clarke and Robert F. Clarke , who proved to me
Name(s) ofSigncr(s)
the basis of satisfactory evidence to be the person(s) whose name(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 pcrson(3), or the entity upon behalf of which the pcrs011(3) uctcd,
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.
OLIVER SA~S
Notary Pub lic· C~liforni a 2
Los Angeles Cou nty !
Comm iss ion~ 2298185
My Com m. Expires Jul 23. 2023
Signarurc of Notary Public (Notary Seal)
-----------------------------------------------------OPTIONAL-------------------------------------------------
Altliough the information requested below is OPTIONAL, it could prevent fraudulent reattachment of this certificate to unauthorized documents.
CAPACITY CLAIMED OY SJGNTIR
INDIVIDUAL
X CORI'ORA TE OffICER
President and Secretaiy
Title(.,)
__ PARTNEK(S) __ LlMiTED
GF.NF.RAT ,
A ITORNEY-IN-F ACT
__ TRUSTEE(S)
GUARDIAN/CONSERVATOR
nn-n'I.R• ----------
SIGNER IS REPRESENTING:
Name of Pcrson(s) or Entity(ies)
Clarke Contracting Corporation
SIGNER(S) OTHER THAN NAMED ABOVE
.-
DTISCRIT'TION or ATTACHED DOCUMENT
On-Call Emergency raci liti e~ Repair Se1vice.s for
I ,n1 Angr:lr:~ <:n11nty Flnnrl ('nntrnl l)htrim 1-'n11ilhl t'le.
Los Angeles County Flood Control
Agreement for Contractor !=:crvico:i
TITL E OR TYPE or DOCUMENT
NUMl:H;li_ IJF l'AIJl:iS
A-60
A
EXHIBIT A
SCOPE O F SERVICES
ON-CALL EMERGENCY FAC IL ITIES REPAIR SERVICES PROGRAM FOR
STORMWATER MAINTENANCE D IV ISION
RFP NO. BRC0000291
Public Works Contract Managers
Public Works Cohtract Manager {CM) will be Ms. Christine Quirk of Stormwater
Maintenance Division who may be contacted at (626) 458-4114 or
cquirk@pw.lacounty.gov, Monday through Thursday, 7 a.m. to 5 p.m.
The Contract Manager may designate several Public Works Representatives
(PWR) to requ est work from the Contractor. The CM and the PWR are the only
p0rsons ;i11thori7 P<i by Public Works to re q1.1 est work o f th e Contractor. From
time to time, Public Works may change the CM and/or PWR. The Contractor will
be notified in writing when there is a change in the CM and/or PWR.
B. Work Location
C.
D.
Various flood control and stormwater improvement facilities located throughout
the County of Los Angeles.
Work Description
The work to be performed under this program is for on-call emergency repair
services of Public Works infrastructure, including but not limited to
flood control r1nrl stormw.=itAr riw:il ity imrrrn,AmAnt f :::idliti f?s , rl urino cm P.mP.roen c y .
Flood oontrol faoilitioo may include, dam~. dcbri3 bo sin 3, 3preading groundJ,
pump stations, low flow diversions, stormwater quality improvement
infrastructure, seawater barriers, channel walls, channel inverts, channel access
roads and ramps, channel drop structures, catch basins, inlet/outlet structures,
ocean outlet structures, corrugated metal pipes (CMP), reinforced concrete pipes
and boxes, and associated appurtenant structures. Repair work may include , but
not limited to, civil, structural, mechanical, and electrical work. The Contractor
ohall be required to re3tore th e maintenance f acili ti~~ to th e ir origir1cl l ur 1d drnaged
condition .
Public Works may require the Contractor to perform repai rs of facilities
24 hours a day, seven days a week, including holidays during emergencies.
Repa ir Specifications
W ork .ha ll be performed or oxooutod in oooordanoo with tho
Project Specifications as well as the follow ing Standard Specifications:
Pag e 1 of 10 SWMD EMERGENCY REPAIR SERVICES
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E.
F.
EXHIBIT A
1. Standard Specifications for Public Works Construction, 2018 (or the latest
version), including all updates, published by BNI Building News, Inc.,
1612 South Clementine Street, Anaheim, California 92802,
Telephone (800) 873-6397, www.bnibooks.com. These publications are
copyrighted and Public Works will not provide copies.
For equipment, owned by the Contractor, and labor rates not listed in Schedule of
Prices, Exhibit B, the Contractor shall utilize the rates provided in the State of
California, California State Transportation Agency (Caltrans), Exhibit G or latest
edition. Equiprnent Rental Rates are available on the Internet at:
http://www.dot.ca.gov/hq/construc/equipmnt.html.
Hours and Days of Service
I lours of services mc.1y be 24 hours a day, seven days a week, 3G5 dc.1ys c1 year,
including holidays at the discretion of the PWR. No overtime will be paid under
this Contract.
Holidays Observed by the County of Los Angeles are:
New Year's Day
Martin Luther Kin!1, Jr. Day
Presidents' Day
Cesar Chavez Day
Memorial Day
Independence Day
Eguipment and Materials
Labor Day
lndi!'.Jenous People's Day
Veterans Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day
The Contractor shall furnish all equipment, labor, materials, transportation, taxes,
and supplies unless otherwise stated herein, required to perform the work.
Public Works will reimburse the Contractor for labor and equipment service items
as set forth on Exhibit B, Schedule of Prices. Public Works will reimburse
Contractor for items not listed on Exhibit B upon approval from CM plus 15 and
20 pP.rr.Ant m;:irkup for rental/Contractor owned equipment and labor, inr.lusively.
Public Works will not be liable for any type of damage to or theft of supplies,
materials, or equipment from jobsites.
Public Works will reimburse the Contractor for the cost of materials
plus 15 percent markup upon receipt and approval of an invoice with attached
material receipts for the performed maintenance activity.
Contractor shall on a daily basis document the use of all equipment, labor,
mr1tP.ri-1ls , tr~mc:rnrtrltinn :=mrl c:11rrlipc; r.nntrnr.tnr ::1nrl P11hlir. Wnrks sh-111
approve of the quantities listed on this document daily. Both Contractor and
Public Works shall sign and date the document.
Page 2 of 10 SWMD EMERGENCY REPAIR SERVICES
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EXHIBIT A
G. Leasing or Renting of Equipment
The Contractor shall obtain the approval of a PWR prior to the rental of any
equipment not listed in Exhibit B.
Public Works will reimburse the Contractor for the cost of rented/leased
equipment, plus 15 percent, upon receiving and approval of an invoice with
attached receipts for the performed construction activity.
Regardless of ownership, the rates to be used in determining equipment rental
costs shall not exceed listed rates prevailing locally at equipment rental agencies,
or distributors, at the time the emergency repair work is performed.
The rental rates paid shall include the cost of fuel, oil, lubrication, supplies, small
tools, necessary attachments, repairs and maintenance of any kind, depreciation,
storage, insurance, and all incidentals. Necessary loading and transportation
costs for equipment used on the emergency repair work shall be included.
If Afflllpment is used intermittently and, when not in use, could be returned to its
rental source at less expense to Public Works than holding it at the Work site, it
shall be returned, unless the Contractor elects to keep it at the Work site, at no
additional cost to Public Works.
All equipment shall be acceptable to the Engineer, in good working condition,
and su itab le for the purpose for which it is to be used.
H. Utilities
Public Works will not provide utilities for any performed emergency repair work.
I. Storage Facilities
Public Works will not provide storage facilities for the Contractor.
J. Removal of Debris
All debris accumulated as a result of emergency repair activity, as specified
herein shall be legally and permanently disposed of at an appropriate facil ity
licensed to accept such debris. Public Works will reimburse the Contractor for
their dump fees upon receiving and approving an invoice with the attached dump
tickets. There will be no markups on the dump fees.
The Contractor is advised that due to the nature of this Contract,
discarded hazardous waste may be encountered during the performance of the
Page 3 of 10 SWMD EMERGENCY REPAIR SERVICES
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K.
L.
EXHIBIT A
Contract. In the event an unknown substance or hazardous material is
discovered, the Contractor shall immed iately notify the PWR.
The Contractor shall NOT attempt to perform any type of hazardous waste
remediation not included under th e Scope of Work of th is Contract without the
approval of Public Works.
National Pollutant Discharge Elimination System
To avoid a potential violation of the National Pollutant Discharge Elimination
System (NPDES) Permit, the Contractor shall not allow any debris resulting from
the approved maintenance activities under this Contract to be deposited into any
Municipal Separate Storm Sewer System infrastructure in
Los Angeles County.
Best Management Practices and Water Diversion
Best Management Practices (BMP) shall be defined as any program,
technology, process, siting criteria, operating method, measure, or device, which
is designed r1nct sP.IP.r:tP.rl to rP.rl11r:A or Alimin::itA thP. rlisr.hr1roP. of polh 1t:=mts to
surf,1r:A w;:itp.r frnm noint ;mrl non-pnint srn m~P. rlisr.h:--1roP.s inr.h 1rlino , irh;::in n inoff
a1nd i to rmwatwr.
All water pollution control work shall conform to the requirements in the Public
Works BMP Manual. The Contractor shall obtain and refer to the latest edition of
the Public Works BMP Manual, and addenda thereto issued throughout the
duration of the Contract Term. Copies of this publication are available for
purchase from:
Los Angeles County Department of Public Works
Cashier's Office
900 South Fremont Avenue
Alhambra, CA 91803
(626) '168 6060
The public3tion ir. nlr.o nvnilnhlr. on thr. I o:-; Anor.lr.:-; C:011nty Dr.pnrtmr.nt of
Puulil,; Wu, k::. wel.J::.ile.
http://dpw.lacounty.gov/cons/specs/BMPManual.pdf
I he Contractor ehall h:we a minimum ot two readily accocciblc copiec ot thic
r11hlir.c1tion on the project site at all times_
At a minimum, the Contractor shall implement the following BMPs for the
prevention of storm water pollution in conjunction with all its activities and
operations:
Page 4 of 10 SWMD EMERGENCY REPAIR SERVICES
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M.
WASTE MANAGEMENT AND MATERIAL POLLUTION CONTROL
WM-5
WM-6
WM-9
Solid Waste Management
Hazardous Waste Management
Sanitary/Septic Waste Management
NON-STORM WATER MANAGEMENT
NS-8
NS-9
NS-10
Vehicles and Equipment Cleaning
Vehicles and Equipment Fueling
Vehicles and Equipment Maintenance
EXHIBIT A
Additional BMPs may be required as a result of a change in actual field
conditions, Contractor activities, or construction operations . When more than
one BMP is listed under each specific BMP category, the Contractor shall select
the appropriate and necessary number of BMPs within each category in order to
achieve the BMP objective.
Water divercion may be nccc33ary depending on the location of work, such as
within a channel. The Contractor shall follow the requirements Los Angeles
County's Water Diversion Manual for their Water Diversion Plan. A copy of the
Water Diversion Manual is available upon request.
The County and the Los Angeles County Flood Control District (LACFCD), as
permittee of the NPDES Permit, are subject to water-quality regulation
enforcement actions by the State Water Resources Control Board, as well as
enforcement actions by the EnvironmP.ntal ProtP.r.tinn AQP.nr,y (FPA). PubliG
Works, as administrator for both the County and the LACFCD, will deduct from
payments due to the Contractor, the total amount of any fines levied on the
County or the LACFCD, including legal fees and staff costs, as a result of the
Contractor's non-compliance with the provisions of the regulatory agencies
mentioned above, and including lack of or less than complete implementation of
the specified BMPs.
Special Safety Requirements
1. General Jobsite Safety
The Contractor shall be solely responsible for ensuring that all work
performed under this Contract is performed in strict compliance with all
applicable Cal/OSHA, Federal, State, and local occupaHonal safety
regulations. The Contractor shall provide at its expense all safeguards,
safety devices and protective equipment and shall tnkP. ,1II r1r:tions
afJfJruprlate to providing a safe jobsite.
Page 5 of 10 SWMD EMERGENCY REPAIR SERVICES
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EXHIBIT A
The Contractor's employees shall wear hard hats, appropriate clothing ,
gloves, and footwear w ith slip resistant outer soles while at Public Works'
jobsites.
2. Confined Spaces
a. Due to the hazards associated with confined spaces and work in
flood control facilities, the Contractor shall comply with the following
California Labor Code:
• California Code of Regulations, Title 8 -Industrial Relations,
Division 1 -Department of Industrial Relations, Chapter 4 -
Division of Industrial Safety, Subchapter 7 -General Industry
Safety Orders, Group 16 -Control of Hazardous Substances,
Article ·108 -Confined Spaces (8CCR 5 '156 to 5 ·158 or l!Artlcle
108")
• California Code of Regulations, Title 8 -Industrial Relations,
Division 1 -Department of Industrial Relations, Chapter 4 -
Division of Industrial Safety, Subchapter 4 -Construction Safety
Orders, Article 37 -Confined Spaces in Construction
• California Code of Regulations, Title 8 -Industrial Relations,
Division 1 -Department of Industrial Relations, Chapter 4 -
Division of Industrial Safety, Subchapter 5 -Electrical Safety
Orders, Group 2 -High-Voltage Electrical Safety Orders, Article
Jo -Work 1-'rocedures and Operating Procedures, Section
2943.1 -Enclosed Spaces
b. Public Works protects its employees working in storm drain
facilities, subdrain vaults, or any confined space area by following
the procedures in Stormwater Maintenance Division's Confined
Space Entry Permit and Confined Space Manual (Exhibit F).
The Contractor sha ll follow 3torrnwater Maintenanc.e Division'5
Confined ::ipc1ce Manual.
3. Injury Illness Prevention
Before beginning work, the Contractor shall provide Public Works with a
copy of the Contractor's Injury Illness Prevention Program. The receipt of
these documents by Public Works does not constitute an approval of the
Contractor's program. The Contractor shall obtain approval of their
Injury Illness Prevention Program from the Public Works'
r.nntmot M o nogor prior to beginning worlc on thi'.l Contract.
N . Trnffir. r.nntrnl
Page 6 of 10 SWMD EMERGENCY REPAIR SERVICES
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0.
EXHIBIT A
Contractor shall provide traffic control that conforms to the latest approved
version of the California Department of Transportation Manual of Traffic Controls
for Construction and Maintenance Work Zones and/or the California Manual on
Uniform Traffic Control Devices (California MUTCD) wherever work operations
encroach upon public streets, bike paths, highways, and/or employees of the
Contractor are exposed to traffic hazards. Contractor shall ensure that all traffic
control configurations, street closures, detours, lane closures, signs, lights and
other traffic control devices, equipment, and setup comply with the California
Department of Transportation Manual of Traffic Controls for Construction and
Maintenance Work Zones and/or California MUTCD. Contractor shall also
ensure all work complies with the applicable Cal/OSHA regulations.
Any fines arising from traffic control violations shall be paid by Contractor.
Responsibilities of the Contractor
The Contractor shall:
1. Be on call to respond to requests for repairs 24 hours a day, seven days a
week, including holidays.
2. Possess a valid California Class A Contractor's License at all times
throughout the life of the Contract. Notwithstanding the time to cure
default set forth in Sample Agreement, Paragraph 62, Termination for
Default, the Contractor's failure to maintain such license is grounds for
immediate termination of this Contract.
3. Have a minimum of ten (10) years of experience performing repair work
on flood control and stormwater improvement facilities or similar types of
facilities.
4. Ensure that the on-site supervisor has a minimum of five years'
experience in flood control and stormwater improvement facilities repair
work.
5. Ensure a responsible individual will arrive to the jobsite within one hour
including travel time once a request for maintenance work is
communicated to Contractor; send a repair crew to the jobsite within
two additional hours including travel time; and upon Public Works' request,
work around the clock until the job is completed. Failure to respond within
this specified time may result in termination of work. Public Works may, at
its sole discretion allow additional response time.
6. If directed by the PWR, prepare and submit a project scope, schedule,
and estimate for approval by Public Works in a form and manner
acceptable by Public Works. When requested, Contractor shall submit
1.:;oh odulc to l'Ubllc Worl<J within 40 houra. I llllure to eub1111t wItl1 in t liit
Page 7 of 10 SWMD EMERGENCY REPAIR SERVICES
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..
EXHIBIT A
specified time may result in termination of work. Public Works may, at its
sole discretion allow additional response time.
7. Obtain approval of a PWR prior to utilizing any labor classification not
listed in Exhibit B. Once approved, these labor classifications shall be paid
in accordance with the labor classifications as determined by
California Department of Industrial Relations. The Contractor shall provide
Public Works with a cost estimate, including the number of hours required
for the work broken down by each labor classification.
8. Begin repair work within 24 hours of the Notice to Proceed. Failure to
perform within this specified time may result in termination of work. Public
Works may, at its sole discretion allow additional response time.
9. Provide all labor, equipment, tools, materials, supervision, and all other
items required to perform the necessary flood control facility repairs and
any other necessary maintenance to restore the jobsite to a condition
acceptable to the PWR.
10. Furnish security for all equipment and material used at jobsites during
both working and nonworking hours.
11. Ensure that the personnel have the necessary experience and knowledge
to perform repairs before they are assigned to a job.
12. Ensure the welding personnel are certified as American Welding Society
Certified Welders for any material, e.g., high density Poly Ethylene or steel
throughout the entire Contract term.
13. Perform the emergency repair services expeditiously and in consideration
of the affected community.
14. To the maximum extent practical avoiding unnecessary traffic hardships.
16. Upon job completion, mBke sure thl!lt l!I thorough ~nd orderly
clean-up of the 1obs1te 1s 11mtormP.cL
16. Submit complete invoice packages. Any invoice package, deemed
incomplete by PWR or CM, will be rejected and the Contractor shall be
re quired to resubmit a complete invoice package which shall include an
invoice with new date. The invoice package shall include but not limited to:
a . Contractor's Invoice
b. Ua1ly reports approved by the Contractor and Public
Works
c . Copies of invoices/receipts for purchases, sub-
contractors, equipment rentals, etc.
Page 8 of 10 SWMD EMERGENCY REPAIR SERVICES ""'
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P.
EXHIBIT A
Failure to comply with any items of this section may result in termination of
Contract.
Responsibilities of Public Works
Public Works will:
1. Determine the type of repair work needed.
2. Obtain the necessary permits from pertinent regulatory agencies to
perform the repair work.
3. R~vlew and ;:ipprovc tho schedule provided by the Contractor within
three Working Day6 of its receipt.
4 . Determine the need for, and provide, a jobsite inspection.
5. Estimate shutdown schedule and coordinate shutdown time with
all agencies involved.
6. Determine the need for any design work and provide design plans, if
necessary.
Q. Project Safety Official
R.
The Contractor shall designate in writing a Project Safety Official who shall be
thorou9hly familiar with the Contractor's Injury and lllnP.ss PmVF~ntion Proornm
and Codi;: ur Sare Practices. The Contractor's Project Safety Otticial shall always
be available to abate any potential safety hazards and shall have the authority
and responsibility to shut down an operation, if necessary.
Failure to provide a Project Safety Official shall be grounds for the
County of Los Angeles to direct the cessation of all work activities and operations
at no cost to the County until the Contractor is in complianr.e.
Liquidated Damage£
1. Should the Contractor fail to meet certain specified performance
requirements, the County may, assess liquidated damages in specified
sums and deduct them from any regularly scheduled payment to the
Contractor. Public Works' acceptance of liquidated damages shall not be
construed to waive the County's right to reimbursement for damage to its
property or indemnification against third-party claims.
Page 9 of 10 SWMD EMERGENCY REPAIR SERVICES -
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EXHIBIT A
2. The amounts of liquidated dam ag es have bee n set in recognition of the
following circumstances exis ting at the time of the formation of the
Contract:
a. All the time limits and acts required to be done by both parties are
agreed to prior to the start of work;
b. The parties are both experienced in the performance of the
Contract work;
c. The Contract contains a reasonable statement of the work to be
performed in a competent, timely, and cost-efficient manner.
d. The parties are not under any compulsion to Contract;
e. The Contractor's acceptance of the assessment of liquidated
damages against it for unsatisfactory and late performance is by
agreement and willingness to be bound as part of the consideration
being offered to the County fo r the award of the Contract;
f. The liquidated sums specified represent a fair approximation of the
domo g03 incurred by rublic W o rk s resulting from thP. Confrric.tor's
failure to meet the performance 3tandard as to each item for which
an amount of liquidated damages is specified .
3. The Contractor shall pay Public Works, or Public Works may withhold and
deduct from monies due the Contractor, liquidated damages in the sum of
$2,000 for each calendar day after the Contractor accepts Public Works'
request for work and (1) fails to have a responsible individual at the jobsite
within one hour plus travel time; and/or (2) fails to have a repair crew at
the jobsite within two additional hours plus travel time; and/or (3) an
additional $2,000 for each day for failure to work around the clock upon
Public Works request until the job is completed; and/or (4) failure to
complete the work within the specified time limit agreed upon by both
parties.
S. Work Order Selection
1. Public Works reserves the right to use the most qualified contractor based
on the firm's qualifi cation for the selection of the work.
Page 10 of 10 SWMD EMERGENCY REPAIR SERVICES
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EXHIBIT C
COV ID-19 CONTRACTOR NOTIFICATION & CERTIFICATION
Certification of Compliance
Urgency Ordinance, County Code Title 2 -Administration, Division 4 -
Miscellaneous -Chapter 2.212
(COVID-19 Vaccinations of County Contractor Personnel)
I, Brian A. Clarke , on behalf of Clarke Contracting Corp.,
(the "Contractor"), certify that on County Contract:
Contract Number
Contract Name ON-CALL EMERGENCY FACILITIES REPAIR SERVICES
FOR LOS ANGELES COUNTY FLOOD CONTROL DISTRICT
FACILITIES
_X_ All Contractor Personnel on this Contract are fully vaccinated as required by
t he Ordinance.
__ Most Contractor Personnel on this Contract are fully vaccinated as required
by the Ordinance. The Contractor or its employer of record , has grclnted a valid medic~!
or religious exemption to the below identified Contractor Personnel. Contractor will certify
weekly that the following unvaccinated Contractor Personnel have tested negative within
72 hours of starting their work week under the County Contract, unless the contracting
County department requrires otherwise. The Contractor Personnel who have been
granted a valid medical or religious exemption are [LIST ALL CONTRACTOR
PERSONNEL]:
I have authority to bind the Contractor, and have reviewed the requirements above
and further certify that I will comply with said requirements.
~ Signature
Br ian A. Clarke
President
Title
Cl nrko Contrn~tin g ~nr pnrn t i nn
Company/Contractor Name
Date
...
A-71
ATTACHMENT 1
INDEMNIFICATION AND INSURANCE PROVISIONS
I. INDEMNIFICATION
A. The Contractor shall indemnify, defend and hold harmless the County, its Special
Districts, elected and appointed officers, employees, agents and volunteers ("County
lndemnitees") from and against any and all liability, including but not limited to demands,
claims, actions, fees, costs and expenses (including attorney and expert witness fees),
arising from and/or relating to this Contract, except for such loss or damage arising from
the sole negligence or willful misconduct of the County lndemnitees.
B. To the fullest extent permitted by California Civil Code Section 2782.8, the
Consultant shall (1) immediately defend and (2) indemnify the County, its Special
Districts, elected and appointed officers, employees, agents and volunteers (Indemnified
Party) from and against all liabilities, regardless of nature or type that arise out of, pertain
to, or relate to the negligence, recklessness, or wilfful misconduct of the Consultant, or its
employees, agents, or subcontractors. Liabilities subject to the duties to defend and
Indemnify include, without llm1tation, all claims, losses, damages, penalties, tines, and
judgments; associated investigation and administrative expenses; defense costs,
including but not limited to reasonable attorneys' fees; court costs; and costs of alternative
dispute resolution. The Consultant's obligation to indemnify applies unless it is finally
adjudicated that the liability was caused by the sole active negligence or sole willful
misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the
comparative active negligence or willful misconduct of an indemnified party, then
Consultant's indemnification obligation shall be reduced in proportion to the established
comparative liability.
11. GENERAL PROVISIONS FOR ALL INSURANCE COVERAGE
Wilhout limltlnq Contractor's lndemnlflC9ll0n of CotJnly. qnd In u,e perrorrnc;1nce of
this Contr~ct and until all of ito obligi:ltion::, purauant to this Contract have been met,
Contractor shall provide and maintain at its own expense insuran ce coverage satisfying
the requirements specified in paragraphs II and Ill of this Attachment. These minimum
in surance coverage terms, types and limits (the "Required Insurance") also are in addition
to and separate from any other contractua l obligation imposed upon Contractor pursuant
to this Contract. The County in no w,w w::urnnt:=-th;;it th P. RP.rp1irP.rl lmair;::inr.P. is strffir.iP.nt
to pt'olecl llie Cu11lradur for liabilities which may arise trom or relate to this Contract.
A. Evidence of Coverage and Notice to County
• Certificate(s) of insurance coveragt:: (Ct::rlirit.,;ale) ~ali::ifadury lu Cuu11ty, amJ a t.,;0µy
of an Additionnl Insured endorsement confirming County and its Agents {defined
below) has been given Insured status under the Contractor's General Liability
policy, shall be delivered to County at the address shown below and provided prior
to commencing services under this Contract.
• Renewal Certificates shall be provided to County not less than 10 days prior to
C6ntract6r's p6 ll cy expiration dates. I he County reserves the nght to obtain
1
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•
■
complete, certified copies of any required Contractor and/or Sub-Contractor
insurance policies at any time.
Certificates shall identify all Required Insurance coverage types and limits
specified herein, reference this Contract by name or number, and be signed by an
authorized representative of the insurer(s). The Insured party named on the
Certificate shall match the name of the Contractor identified as the contracting
party in this Contract. Certificates shall provide the full name of each insurer
providing coverage, its NAIC (National Association of Insurance Commissioners)
identification number, its financial rating, the amounts of any policy deductibles or
self-insured retentions exceeding fifty thousand ($50,000.00) dollars" and list any
County required endorsement forms.
Neither the County's failure to obtain, nor the County's receipt of, or failure to object
to a non-complying insurance certificate or endorsement, or any other insurance
documentation or information provided by the Contractor, its insurance broker(s)
and/or insurer(s), shall be construed as a waiver of any of the Required Insurance
provisions.
Certificates and copies of any required endorsements shall be emailed to the Contract
Al.111 Iii 1l8lrc:1lo1.
Contractor also shall promptly report to County any injury or property damage
accident or incident, including any injury to a Contractor employee occurring on
County property, and any loss, disappearance, destruction, misuse, or theft of
County property, monies or securities entrusted to Contractor. Contractor also
shall promptly notify County of any third party claim or suit filed against Contractor
or any of its Sub-Contractors which arises from or relates to this Contract, and
could result in the filing of a claim or lawsuit against Contractor and/or County.
B. Additional Insured Status and Scope of Coverage
The County of Los Angeles, its Special Districts, Elected Officials, Officers, Agents,
Employees and Volunteers (collectively County and its Agents) shall be provided
additional insured status under Contractor's General Liability policy with respect to liability
arising out of Contractor's ongoing and completed operations performed on behalf of the
County. County and its Agents additional insured status shall apply with respect to liability
and defense of suits arising out of the Contractor's acts or omissions, whether such
liability is attributable to the Contractor or to the County. The full policy limits and scope
of protection also shall apply to the County and its Agents as an additional insured, even
if they exceed the County's minimum Required Insurance specifications herein. Use of
an automatic additional insured endorsement form is acceptable providing it satisfies the
Required Insurance provisions herein.
C. Cancellation of or Changes in Insurance
Contractor shall µ1 uvide Cuunly with, or Contractor's Insurance policies shall
contain a provision that County shall receive, written notice of cancellation or any change
in Required Insurance, including insurer, limits of coverage, term of coverage or policy
period. The written notice shall be provided to County at least ten (10) days in advance
of cancellation for non-payment of premiu1r1 anti lhirly (30) days in advance for any other
2
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cancellation or policy c hange . Failure to p rovide written notice of cancellation o r any
change in R e quired Ins uranc e may constitute a material breach of the Contract, i n the
sole d iscretion of th e County, upon which the County may suspend or terminate this
Contra c t.
D. F a ilure to Maintain Insurance
Contractor's failure to maintain or to provide acceptable evidence that it maintains
the Required Insurance shall constitute a material breach of the Contract, upon which
County immediately may withhold payments due to Contractor, and/or suspend or
terminate this Contract. County, at its sole discretion, may obtain damages from
Contractor resulting from said breach. Alternatively, the County may purchase the
Required Insurance, and without further notice to Contractor, deduct the premium cost
from sums due to Contractor or pursue Contractor reimbursement.
E. Insurer Financial Ratings
Coverage shall be placed with insurers acceptable to the County w ith A.M. Best
ratings of not less than A:Vll unless otherwise approved by County.
F. Contractor's Insurance Shall Be Primary
Contractor's insurance policies, with rP.spP.r.t to ;my r.l::lim!'. mlAtP.rl to this f;ontmr.t,
shall be primary with respect to all other sources of coverage available to c ontractor. Any
County maintained insurance or self-insurance coverage shall be in excess of and not
contribute to any Contractor coverage.
G. Waivers of Subrogation
To the fullest extent permitted by law, the Contractor hereby waives its riqhts and
,its 1nsurer(s)' rights of recovery against County under all the Required Insurance for any
loss arising from or relating to this Contract. The Contractor shall require its insurers to
execute any waiver of subrogation endorsements which may be necessary to effect such
waiver.
H. Sub-Contractor Insurance Coverage Requirements
Contractor shall Include all S ub-Contractors as insureds under Contractor's own
policies, or shall provide County with each Sub-Contractor's separate evidence of
insurance coverage. Contractor shall be responsrble for verifying each Sub-Contractor
complies with the Required Insurance provisions herein, and shall require that each Sub-
Contractor name the County and Contractor as additional insureds on the Sub-
Contractor's General Liability policy. Contractor shall obtain County's prior review and
approval of any Sub-Conlrc::n;lor reque::;l fur modi fication of the Required Insurance.
I. Deductibles and Self-Insured Retentions (SIRs)
Contractor's policies shall not obligate the County to pay any portion of any
Contractor deductible or SIR. The County retains the right to require Contractor to reduce
o r eliminate policy deductibles and SIRs ns respects the County, or to providG c1 bond
011;:irAntP.P.ino Contractor's payment of all d e ducti ble s and SIRs. including all related
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A-74
claims investigation, administration and defense expenses. Such bond shall be executed
by a corporate surety licensed to transact business in the State of California.
J. Claims Made Coverage
If any part of the Required Insurance is written on a claims made basis, any policy
retroactive date shall precede the effective date of this Contract. Contractor understands
and agrees it shall maintain such coverage for a period of not less than three (3) years
following Contract expiration, termination or cancellation.
K. Application of Excess Liability Coverage
Contractors may use a combination of primary, and excess insurance policies
which provide coverage as broad as the underlying primary policies, to satisfy the
Required Insurance provisions.
L. !:iapamtlon of lnaurodo
All liability policies shall provide cross-liability coverage as would be afforded by
the standard ISO (Insurance Services Office, Inc.) separation of insureds provision with
no insured versus insured exclusions or limitations.
M. Alternative Risk Financing Programs
The County reserves the right to review, and then approve, Contractor use of self-
insurance, risk retention groups, risk purchasing groups, pooling arrangements and
captive insurance to satisfy the Required Insurance provisions. The County and its
Agents shall be designated as an Additional Covered Party under any approved program.
IN. County Review and Approval of Insurance Requirements
The County reserves the right to review and adjust the Required Insurance
provisions, conditioned upon County's determination of changes in risk exposures.
111. INSURANCE COVERAGE
A. Commercial General Liability insurance (providin!=) scope of covera!=Je equivalent
to ISO policy rurrn CG 00 01 ), nnmino County Rnrl it~ AoAntR RR An .=trlrlltlnn;::il inRLlffKl ,
with limits of not less tllan:
General Aggregate: $2 million
Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury: $1 million
Each Occurrence: $1 million
B. Automobile Liability insurance (providing scope of coverage equivalent to ISO
policy form CA 00 01) with limits of not less than $1 million for bodily injury and property
t.ft:.trt1ag~. In coniblliehj eir ~~ulv.!ilt:IH il)llt 111 ull::.., 1u1 L:c.1L-l 1 ::.111yltJ c.1L:1.;1uu1 ,l. l11::.u1c.111L:lJ ::.I it.ill
4
A-75
cover liability arising out of Contractor's use of autos pursuant to this Contract, including
owned, leased, hired, and/or non-owned autos, as each may be applicable .
C. Workers Compensation and Employers' Liability insurance or qualified self-
insurance satisfying statutory requirements, which includes Employers' Liabrlity coverage
with limits of not less than $1 million per accident. If Contractor will provide leased
employees, or, is an employee leasing or temporary staffing firm or a professional
employer organization (PEO), coverage also shall include an Alternate Employer
Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01
A) naming the County as the Alternate Employer, and the endorsement form shall be
modified to provide that County will receive not less than thirty (30) days advance written
notice of cancellation of this coverage provision. If applicable to Contractor's operations,
coverage also shall be arranged to satisfy the requirements of any federal workers or
workmen's compensation law or any federal occupational disease law.
D. Asbestos Liability or Contractor's Pollution Liability Insurance
If construction requires remediation of asbestos or pollutants or application or handling of
pollutants, such insurance shall cover liability for personal injury and property damage
arising from the release, discharge, escape, dispersal, or emission of asbestos or
pollutants, whether gradual or sudden, and include coverage for the costs and expenses
associated with voluntary clean-up, testing, monitoring, and treatment of asbestos in
compliance with governmental mandate or requests. If the asbestos or pollutant will be
removed from the construction site, asbestos or pollution liability is also required under
the Contractor's or its subcontractor's Automobile Liability insurance. Contractor shall
maintain limits of not less than $1 million per Occurrence/1 million Aggregate.
5
CITY COUNCIL MEETING DATE: 02/21/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to declare an emergency for the sinkhole and
associated repair on Hawthorne Boulevard near Seamount Drive/Eddinghill Drive.
RECOMMENDED COUNCIL ACTION:
(1) Adopt Resolution No. 2023-__ “A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF RANCHO PALOS VERDES FINDING AND DECLARING, BY A FOUR-
FIFTHS VOTE OF THE ENTIRE CITY COUNCIL, THAT AN EMERGENCY
EXISTS WHICH WILL NOT PERMIT THE COMPETITIVE SOLICITATION OF
BIDS TO REPAIR A SINKHOLE LOCATED AT HAWTHORNE BOULEVARD
NEAR SEAMOUNT DRIVE/EDDINGHILL DRIVE, AND AUTHORIZING THE CITY
MANAGER TO AWARD A CONTRACT TO REPAIR AND REMEDIATE THE
SAME”;
(2) Approve an appropriation of $480,000;
(3) Based on the competitive solicitation of on-call bids performed by the Los Angeles
County Flood Control District, authorize the City Manager and Director of Public
Works to finalize negotiations for the emergency repairs not-to-exceed $350,000,
with a 20% contingency of $70,000 that can be authorized by the City Manager to
execute change orders for unforeseen work during the performance of the
emergency repairs;
(4) Authorize a Professional Services Agreement in the not-to-exceed amount of
$50,000 with Sunbeam Consulting, Inc., with a contingency of $10,000, for related
sinkhole repair construction management and inspection services; and,
(5) Authorize the emergency repairs to commence upon final negotiations to the scope
of work and authorize the Mayor to execute the Sunbeam agreement in a form
approved by the City Attorney.
FISCAL IMPACT: The recommended Council action will result in an expenditure not-
to-exceed $480,000.
Amount Budgeted: $0
Additional Appropriation: $480,000
Account Number(s): 330-400-NEW ACCOUNT (Capital Improvement Program)
ORIGINATED BY: Ron Dragoo, PE, Principal Engineer
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
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RANCHO PALOS VERDES
ATTACHED SUPPORTING DOCUMENTS:
A. Resolution No. 2023-__ (page A-1)
B. Professional Services Agreement with Sunbeam Consulting, Inc. (page B-
1)
C. Proposal from Sunbeam Consulting, Inc. (page C-1)
BACKGROUND AND DISCUSSION:
On January 27, 2023, a Palos Verdes Peninsula Transit Authority bus broke through the
pavement of northbound Hawthorne Boulevard approaching Seamount Drive/Eddinghill
Drive (see Aerial Image 1) as a result of a sinkhole.
Aerial Image 1 – Approximate Location of Sinkhole on Hawthorne Boulevard
The sinkhole developed because part of a corrugated metal storm drain pipe under the
road failed and allowed the soil below the roadway to wash through the remainder of the
pipe. It is likely that the pipe failed because it reached the end of its useful life and
corroded to the point that it could no longer support the load of the road. This segment of
the failed pipe belongs to the City and connects to upstream and downstream pipes
owned by the Los Angeles County Flood Control District (LACFCD).
Initially, both City Staff and LACFCD staff believed the pipe was owned by LACFCD. A
subsequent review of records concluded that the pipe was not owned by LACFCD and
was instead owned by the City. Specifically, the 1968 design plans state that the pipe is
not to be maintained by LACFCD. Therefore, the pipe was transferred to the City upon
incorporation as part of roadway infrastructure.
The site was secured and traffic control was established to close the affected lane (see
Photograph 1 on the next page).
B-2
Photograph 1 – Secured Sinkhole Site
Subsequently, Staff and City consultants further inspected the site and determined that
the bottom of the pipe had failed and that immediate action is needed to prevent further
undermining and the development of a sinkhole in the second lane. The sinkhole is
approximated to be up to 10 feet deep, beginning at the manhole and extending under
the sidewalk and a portion of the concrete bus pad, as shown by the dashed white line
approximating the limits in Photograph 1. Under the current condition, stormwater d oes
not have a conveyance structure under Hawthorne Boulevard and instead pools under
the pipe, causing additional damage to the roadway supporting structure. This places the
utility lines, particularly a gas line, underneath the roadway at imminent risk of severe
damage.
The foregoing constitutes an emergency pursuant to Public Contracts Code § 1102 which
may be addressed by the City Council as discuss ed below. Public Contracts Code §
22050 authorizes, in the case of an emergency, the City Council to direct the repair or
replacement of a public facility without giving notice for bids to let contracts. Before doing
so, the City Council must make the finding, based on substantial evidence set forth in the
minutes of its meeting, that the emergency will not permit a delay resulting from a
competitive solicitation for bids, and that the action is necessary to respond to the
emergency.
Following such finding, by a four-fifths vote, the City Council may delegate, by resolution,
authority to the City Manager and a designee, to order such actions and such contracts
as are necessary to address and remediate the emergency. The City Manager, or a
designee, shall report to the City Council, at its next meeting, the reasons justifying why
the emergency continues to exist and why action, outside of the normal bidding process
is necessary to respond to the emergency. The City Council must, at every regularly
scheduled meeting thereafter, reaffirm by a four-fifths vote, there is a need to continue to
remediate the emergency and until the action(s) taken to do so have been completed.
B-3
Declaring an emergency allows staff to work with construction contractors to refine the
repair scope and expedite quote solicitation, compared to the traditional bidding process,
which requires the development of much more detailed plans and specifications along
with a lengthy bidding timeline. Declaring an emergency allows repair to begin 4-6 months
earlier than the traditional bidding process while assuring the City obtains fair and
reasonable prices because quotes will be sought from three vendors who were
competitively bid by LACFCD.
Staff has been developing a scope of work to repair the pipe and restore the roadway and
is seeking proposals from construction contractors comp etitively procured through
LACFCD for as-needed and emergency storm drain work. Staff continues to refine the
scope and negotiate with those vendors with the intention of contracting with the lowest
quoting vendor. Such a procurement is authorized by Rancho Palos Verdes Municipal
Code §§ 2.44.060 and 2.44.070(c), which authorizes the City to procure services from a
vendor awarded a bid by another public agency and further authorizes the finding of
“exigent circumstances” warranting the immediate procurement of such services.
Additionally, Staff requires the assistance of construction management and inspection
services throughout the repair process. Therefore, Staff solicited a proposal (Attachment
C) for those services from Sunbeam, Inc., which the City has previously relied on in similar
circumstances.
Staff continues to obtain quotes and does not expect the quotes to be greater than
$350,000 for repairs. However, because of the unknown condition of the remaining pipe,
a higher than typical contingency, 20%, is being requested. Additionally, construction
management and inspection services are anticipated to cost approximately $50,000 and
a higher than typical contingency of $10,000 is requested for the same reason.
As a result of declaring an emergency tonight, Staff will provide a progress report to the
City Council at each regularly scheduled meeting until the emergency project is complete
and a notice of completion is brought to the City Council f or approval. Staff anticipates
construction can be completed on this project within approximately two months.
ADDITIONAL INFORMATION:
The Fiscal Year 2022-23 Capital Improvement Program (CIP) includes funding for a storm
drain asset management program. The goal of this program is to inspect all pipes above
36 inches in diameter, prioritizing those under arterial roadways. Because of this
emergency, the storm drain asset management program is likely to become a FY 2023-
24 CIP project.
CONCLUSION:
Staff recommends the City Council adopt the attached resolution declaring an
emergency, authorize an appropriation of $480,000, authorize the City Manager and
Director of Public Works to finalize negotiations for the emergency repairs in an amount
not to exceed $350,000 with a contingency of $70,000, approve an agreement with
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Sunbeam Consulting, Inc. for related construction management and inspection services
in an amount not to exceed $50,000 with a contingency of $10,000, and authorize repairs
to commence upon completion of final negotiations to the scope of work .
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not declare an emergency and direct staff to proceed with the regular bid
process, extending the project duration by 4 to 6 months; or
2. Take other action, as deemed appropriate.
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01203.0006/858861.1
RESOLUTION NO. 2023-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO PALOS VERDES FINDING AND DECLARING,
BY A FOUR-FIFTHS VOTE OF THE ENTIRE CITY
COUNCIL, THAT AN EMERGENCY EXISTS WHICH WILL
NOT PERMIT THE COMPETITIVE SOLICITATION OF BIDS
TO REPAIR A SINKHOLE LOCATED AT HAWTHORNE
BOULEVARD NEAR SEAMOUNT DRIVE/EDDINGHILL
DRIVE, AND AUTHORIZING THE CITY MANAGER TO
AWARD A CONTRACT TO REPAIR AND REMEDIATE THE
SAME
WHEREAS, Public Contract Code § 1102 defines “emergency” as “a sudden,
unexpected occurrence that poses a clear and imminent danger, requiring immediate
action to prevent or mitigate the loss or impairment of life, health, property, or essential
public services;” and
WHEREAS, Public Contracts Code § 22050 set forth the procedure for the
emergency contracting for a public works as follows:
(a)(1) In the case of an emergency, a public agency, pursuant to a four -
fifths vote of its governing body, may repair or replace a public facility,
take any directly related and immediate action required by that
emergency, and procure the necessary equipment, services, and
supplies for those purposes, without giving notice for bids to let
contracts.(2) Before a governing body takes any action pursuant to
paragraph (1), it shall make a finding, based on substantial evidence set
forth in the minutes of its meeting, that the emergency will not permit a
delay resulting from a competitive solicitation for bids, and that the action
is necessary to respond to the emergency.
(b)(1) The governing body, by a four-fifths vote, may delegate, by
resolution or ordinance, to the appropriate county administrative officer,
city manager, chief engineer, or other nonelected agency officer, the
authority to order any action pursuant to paragraph (1) of subdivision
(a).(2) If the public agency has no county administrative officer, city
manager, chief engineer, or other nonelected agency officer, the
governing body, by a four-fifths vote, may delegate to an elected officer
the authority to order any action specified in paragraph (1) of subdivision
(a).(3) If a person with authority delegated pursuant to paragraph (1) or
(2) orders any action specified in paragraph (1) of subdivision (a), that
person shall report to the governing body, at its next meeting required
pursuant to this section, the reasons justifying why the emergency will not
permit a delay resulting from a competitive solicitation for bids and why
the action is necessary to respond to the emergency.
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01203.0006/858861.1
(c)(1) If the governing body orders any action specified in subdivision (a),
the governing body shall review the emergency action at its next regularly
scheduled meeting and, except as specified below, at every regularly
scheduled meeting thereafter until the action is terminated, to determine,
by a four-fifths vote, that there is a need to continue the action. If the
governing body meets weekly, it may review the emergency action in
accordance with this paragraph every 14 days.
(2) If a person with authority delegated pursuant to subdivision (b) orders
any action specified in paragraph (1) of subdivision (a), the governing
body shall initially review the emergency action not later than seven days
after the action, or at its next regularly scheduled meeting if that meeting
will occur not later than 14 days after the action, and at least at every
regularly scheduled meeting thereafter until the action is terminated, to
determine, by a four-fifths vote, that there is a need to continue the action,
unless a person with authority delegated pursuant to s ubdivision (b) has
terminated that action prior to the governing body reviewing the
emergency action and making a determination pursuant to this
subdivision. If the governing body meets weekly, it may, after the initial
review, review the emergency action in accordance with this paragraph
every 14 days.(3) When the governing body reviews the emergency
action pursuant to paragraph (1) or (2), it shall terminate the action at the
earliest possible date that conditions warrant so that the remainder of the
emergency action may be completed by giving notice for bids to let
contracts; and
WHEREAS, Rancho Palos Verdes Municipal Code §§ 2.44.060 and 2.44.070(c),
authorizes the City to procure services from a vendor awarded a bid by another public
agency and further authorizes the finding of “exigent circumstances” warranting the
immediate procurement of the same.
NOW, THEREFORE, THE RANCHO PALOS VERDES CITY COUNCIL HEREBY
FINDS, DETERMINES AND RESOLVES, AS FOLLOWS:
SECTION 1. The foregoing recitals are true and correct and are incorporated
herein by this reference.
SECTION 2. Based on substantial evidence provided in the staff report
accompanying this resolution, the City Council hereby makes the following findings:
a. On Friday January 27, 2023, a Palos Verdes Peninsula Transit
Authority bus broke through the pavement of northbound Hawthorne Boulevard
approaching Seamount Drive/Eddinghill Drive (the sinkhole”); and
b. The sinkhole developed because part of a corrugated metal storm
drain pipe under the road failed and allowed the soil below the roadway to wash through
B-7
01203.0006/858861.1
the remainder of the pipe.
c. The pipe in question failed because it reached the end of its useful
life and corroded to the point that it could no longer support the load of the road. The
failed City pipe connects to upstream and downstream pipes owned by the Los Angeles
County Flood Control District (“LACFCD”); and
d. Staff and City consultants inspected the site and determined that the
bottom of the pipe had failed and that immediate action is needed to prevent further
undermining and the development of a sinkhole in the second lane.
e. The sinkhole is approximated to be up to 10 feet deep, beginning at
the manhole and extending under the sidewalk and a portion of the concrete bus pad;
and
f. Under the current condition, storm water does not have a
conveyance structure under Hawthorne Boulevard and instead pools und er the pipe
causing additional damage to the roadway supporting structure; and
g. This places the utility lines, particularly a gas line, underneath the
roadway at imminent risk of severe damage; and
h. The foregoing constitutes an emergency within the meaning of Public
Contracts Code § 1102 authorizing emergency repairs pursuant to Public Contracts Code
§ 22050.
SECTION 3. Based on the foregoing findings, the City Council approves the
following emergency actions to repair and remediate the sinkhole:
a. The City Manager and Director of Public Works are hereby
authorized to develop a scope of work to repair the pipe and restore the roadway and
seek proposals from construction contractors competitively procured through LACFCD
for as-needed and emergency storm sewer work; and
b. The City Manager and Director of Public Works are further directed
to finalize negotiations for the emergency public works contract in an amount not to
exceed $350,000, with a 20% contingency of $70,000 to be approved by the City Manager
with authorization to execute change orders for unforeseen work during the performance
of such emergency repairs; and
c. The City Manager and Director of Public Works are further
authorized to execute an agreement for consulting services in a not to exceed amount of
$50,000 with Sunbeam Consulting, Inc. with a contingency of $10,000; and
d. The City Manager and Director of Public Works are further
authorized to undertake emergency repairs of the sinkhole upon final negotiations of the
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01203.0006/858861.1
foregoing emergency public works contract and emergency professionals services and to
execute the same following approval of both as to form by the City Attorney; and
e. The City Council hereby appropriates the sum of $480,000 to fund
the costs of such emergency work and services.
SECTION 4. Pursuant to Public Contract Code § 22050, The City Manager and
Director of Public Works shall report to the City Council, at the next regular meeting of
the City Council, the reasons justifying why the emergency continues to exist and why
action, outside of the normal bidding process is necessary to respond to the emerg ency.
SECTION 5. Pursuant to Public Contract Code § 22050, the City Council shall,
at every regularly scheduled meeting thereafter, consider and reaffirm by a four-fifths
vote there is a need to continue to remediate the emergency until the authorized
emergency repairs have been completed.
The City Clerk shall certify to the passage and adoption of this resolution.
PASSED, APPROVED and ADOPTED by a four-fifths vote of the entire City
Council on this 21 day of February, 2023.
_____________________
Barbara Ferraro, Mayor
Attest:
___________________________
City Clerk
State of California )
County of Los Angeles ) ss City of Rancho Palos Verdes )
I, Teresa Takaoka, City Clerk of the City of Rancho Palos Verdes, hereby certify that the
above Resolution No. 2023-__ was duly and regularly passed and adopted by the said
City Council at a regular meeting thereof held on February 21, 2023.
___________________________
City Clerk
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01203.0006/858550.3 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SUNBEAM CONSULTING, INC.
B-10
01203.0006/858550.3
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SUNBEAM CONSULTING, INC
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on February 21, 2023 by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation (“City”) and SUNBEAM CONSULTING, INC., a
California corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. Pursuant to Sections 2.44.070(C) and 2.44.080 of the Rancho Palos Verdes
Municipal Code, and pursuant to the declaration of emergency adopted by the City Council of
the City of Rancho Palos Verdes regarding the sinkhole on Hawthorne Boulevard near
Seamount/Eddinghill Drive, dated February 21, 2023, the City’s Purchasing Agent has authority
to enter into and execute this Agreement.
B. 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 standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
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01203.0006/858550.3 2
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 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.
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01203.0006/858550.3 3
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (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 ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
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01203.0006/858550.3 4
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
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out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (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 $60,000 (Sixty Thousand Dollars), which includes
compensation for the Services in the amount of $50,000 (Fifty Thousand Dollars) and a
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$10,000 (Ten Thousand Dollars) contingency fee (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9. Method of Compensation.
(a) 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.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.2 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.
2.3 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
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provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.4 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) 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 exceed one year
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:
Alan Braatvedt President
(Name) (Title)
Chuck Stephan Secretary
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, or such person as may be designated by the
Director of Public Works. It shall be the Consultant’s responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Consultant
shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to
sign all documents on behalf of the City required hereunder to carry out the terms of this
Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to com mencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
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expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
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(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifi cations to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
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(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
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uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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01203.0006/858550.3 17
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon 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.
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01203.0006/858550.3 18
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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01203.0006/858550.3 19
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
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
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01203.0006/858550.3 20
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON THE FOLLOWING PAGE]
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01203.0006/858550.3 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
Barbara Ferraro , Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SUNBEAM CONSULTING, INC., a California
corporation
By:
Name: Alan Braatvedt
Title: President
By:
Name: Chuck Stephen
Title: Secretary
Address: 1817 Josie Avenue
Long Beach California, 90815
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0006/858550.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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□ □ □ □ □ □
□
01203.0006/858550.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006/858550.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will develop the scope and specifications for a construction contract, provide
construction management services, and provide inspection services during construction of
the Hawthorne Boulevard at Eddinghill Drive/ Seamount Drive sinkhole repair project
(the Project). The general scope of the project is repair of a storm sewer pipe
approximately 120-feet in length which will require extensive shoring; affects the
signalized intersection at Eddinghill/Seamount; transitions through the sidewalk and a
bus pad; will be constructed in a watercourse during the wet season; will cut through a
water main and a lateral, gas line and other utilities; and will require reconstruction of
pipe bedding.
A. Task A: Provide Construction Management Services, including but limited to:
• Develop scope and specifications, negotiate with the potential Project
contractors, Los Angeles County, utility companies, the Los Angeles County
Sheriff’s Department, service providers such as bus companies, and other
entities. Negotiations with the Project contractor, will include the following:
o Working through a work plan to understand and agree on the best
strategies for the Project to include at a minimum, the following:
▪ Traffic flows through the area for City approval of a Traffic
Control Plan, to include working hours.
▪ Potential stormwater through the area and the BMPs that will be
required.
▪ Utilities that will be directly affected by the excavation and then
facilitating meetings and agreements with the utility companies.
o Agreeing on an overall schedule that reflects the agreed work plan.
o Obtaining a comprehensive schedule of values that will be used to
evaluate changes, in the case of changes due to unknowns on the Project.
• Formally approve the work plan and the baseline schedule and monitor
progress against the schedule.
• Review RFIs (Requests for Information) and submittals and act as the
interface between all agencies.
• Create agendas, chair, and generate minutes for preconstruction and progress
meetings.
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01203.0006/858550.3 A-2
• Negotiate Change Order values and make recommendations to the City.
• Review pay applications with the contractor and recommend payments to the
City’s Contract Officer.
• Maintain accurate records.
• Close out of the Project.
• Consultant shall keep the City’s Project Manager informed all times, provide
suggestions on decisions as issues arise, and obtain approvals from the City’s
Contract Officer.
B. Task B: Provide Construction Inspection Services.
• Consultant will inspect the construction activities in the field verifying that
job site safety is implemented, traffic control is placed in accordance with the
approved traffic control plan, working hours for the construction are
consistent with the permit requirements, soil is properly compacted, and
materials are properly placed during the course of construction.
• Consultant will also perform the following services:
o Deal with all public relations issues on a daily basis.
o Constantly monitor safety precautions, specifically related to shoring and
the movement of large equipment and including the hauling of materials.
o Constantly monitor traffic controls and the safety of the general public.
o Ensure that the installation complies with City standards and all agreed
requirements.
o Photograph conditions and activities throughout the Project.
o Liaise with City Staff to keep them fully abreast of all aspects of the
Project.
o Monitor the work as it is installed; documenting the activities, progress,
and all other relevant information.
o Produce daily inspection reports and weekly project status reportss
o Play an active role in ensuring that the segments of the Project are
adequately completed before opening to traffic.
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01203.0006/858550.3 A-3
o Inspect the typical road related construction activities including
reconstruction of sidewalks, bus-pad section, base and pavement and the
repairs to the traffic signal loops, if necessary.
o Provide all other services related to the inspection of the work performed
by the contractor.
C. Task C: Provide Record Drawing; Consultant will produce a record drawing of
the Project, which will use Google Earth as a base map and will show all relevant
pipeline information including plan and profile, all construction activities
associated with the scope of work, and other relevant information, such as the
utilities in the area.
D. Task D: Provide Soil Compaction Testing using subcontractor Twining, Inc.
E. Task E: Provide Asphalt Compaction Testing using subcontractor Twining, Inc.
F. Task F: Provide Concrete Cylinder Testing using subcontractor Twining, Inc.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Project files
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports:
A. Daily construction inspection reports and weekly project status reports
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Alan Braatvedt, Construction Manager
B. Joe Van der Linden, Inspector
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01203.0006/858550.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 2.1, Contract Sum, is amended to read:
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 $60,000 (Sixty Thousand Dollars), which includes
compensation for the Services in the amount of $50,000 (Fifty Thousand Dollars) and a
$10,000 (Ten Thousand Dollars) contingency fee (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9. Method of Compensation.
(a) 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.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
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01203.0006/858550.3 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Item Days Hrs Rate Amount
Construction Inspection Services – Joe: Full time 20 8 $129.00 $20,640
Construction Management - Alan: 27 4 $168.00 $18,144
Record Drawing Design Engineer - Matt: 2 8 $168.00 $2,688
Soil Compaction Testing, including Equipment –
Twining, Inc.
5 8 $160.00 $6,400
Asphalt Compaction Testing, incl Equip 1 8 $168.00 $1,344
Concrete Cylinder Tests and pickups 2 4 $73.70 $590
TOTAL COMPENSATION $50,000
Contingency $10,000
CONTRACT SUM $60,000
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
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01203.0006/858550.3 C-2
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
NOT APPLICABLE
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01203.0006/858550.3 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the Project
contractor’s schedule and shall not delay the Project contractor.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
B-40
Sunbeam Consulting
1817 Josie Avenue
Long Beach, California 90815
Project Management • Construction Management • Inspection Services • Civil Engineering Design
Tel: 310.525.0684
February 10, 2023
City of Rancho Palos Verdes
Department of Public Works
30940 Hawthorne Blvd
Rancho Palos Verdes, CA90275
Attention: Ron Dragoo
Proposal for Hawthorne Blvd. Sinkhole –
Storm Drain Replacement Project at Seamount:
Construction Management and Inspection Services
Dear Mr. Dragoo:
Sunbeam Consulting, Inc. appreciates the opportunity to offer our Professional Services to the City of
Rancho Palos Verdes to provide Construction Management and Inspection services for the removal and
replacement of the section of the existing corrugated metal storm drain that is located within the
sinkhole area. In addition the scope of work will include for the installation of a 100-foot long “slip line
pipe” into the existing CMP pipe after repairing the lost invert bedding.
We appreciate the issues associated with working on a complicated stormwater replacement project in
the right of way, requiring large equipment and shoring to install the pipe across a major arterial road.
The inspection of the work will include the implementation of significant traffic controls, constantly
reviewing safety protocols and the inspection of storm water pollution prevention measures necessary
for working in a storm drainage channel in the wet season. We believe that the Sunbeam team has the
right skills and experience working in the City to successfully provide the required services. We propose
to use Alan Braatvedt to provide the Construction Management Services and Joe Van der Linden to
provide the Inspection services. We appreciate the consideration and opportunity of providing these
services to City of Rancho Palos Verdes.
Thank you for this opportunity to offer our services to the City of Rancho Palos Verdes. Should you have
questions, please contact me at (310)525-0684.
Sincerely,
Alan Braatvedt
President
Sunbeam Consulting
B-41
CONSULTING
City of Rancho Palos Verdes Sunbeam Consulting
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project
2 | P a g e
PROJECT UNDERSTANDING
A sinkhole has developed in the number 2 lane on the west side of Hawthorne Blvd., immediately south
of the bus pad at Seamount Drive. Sunbeam has extensively investigated the issues and challenges and
developed the scope of work and helped with the bidding of the project and obtaining the use of LA
County Flood Control contracting documentation.
The City has bid the project and expect to select a contractor at the 2/21/22 city council meeting and
the contractor will begin mobilizing within a few days of the council meeting.
The scope of work will include:
• Excavation of the first 20-feet of the pipeline, while maintaining one north-bound lane for the
duration of the project and not impact any south-bound lanes on Hawthorne Blvd.
• Implement a Traffic Control Plan, developed by the contractor’s consultant.
• Remove the necessary paving to expose the sinkhole area and remove the 20-foot section of
CMP
• Install shoring, protect the 8” gas line running through the exposed area and other adjacent
utilities
• Reconstruct the flow line in the open excavation and install a new flow line in the existing 100-
foot section of existing CMP, using flowable grout
• Install an appropriate slip pipe with at least a 36” ID inside the existing 48” CMP storm drain
pipe, by sliding it in in sections and adequately jointed. Ensure that the downstream end of the
pipe fits snugly into the 42” RCP pipe at that point. Smooth out the joint between the t wo pipes
to create a clean and watertight transition.
• Pressure grout to fill the annular space between pipes.
• Install a 42” ID replacement storm drain pipe and backfill the whole area using slurry, where
necessary, and excavated material, to APWA standards.
• Replace the base, pavement and bus pad, curb and sidewalk
• Restripe the intersection where necessary and replace any damaged traffic signal loops.
The City of RPV has requested Sunbeam Consulting to provide a proposal to provide construction
management and inspection services to: assist the city with controls, dealing with unforeseen
conditions, measuring quantities, especially extras, negotiations and overseeing the installation
We recognize that this is a significant project which will have a disruptive affect on a very busy regional
connector road. We understand that with the construction work located entirely within the roadway,
lane closures will be required for an extended periods, so recognize that traffic control will be a
significant factor and Sunbeam will closely monitor the contractor’s compliance with the traffic control
plans.
SCOPE OF SERVICES
Sunbeam will provide inspection services during construction of the repairs at the Hawthorne Blvd. and
Seamount Drive sinkhole repair project (the Project). Sunbeam will inspect the construction activities in
the field verifying that job site safety is implemented, traffic control is placed in accordance with the
approved traffic control plan, working hours for the construction are consistent with the permit
requirements, will verify soil is properly compacted, and materials are properly placed during the course
of construction. Sunbeam will also provide Construction Management services during construction of
the Project.
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A. Task A: Provide Construction Inspection Services.
a. Significant negotiations with the Project contractor, Los Angeles County, utility
companies, the Los Angeles County Sheriff’s Department, service providers such as bus
companies, and other entities. In all circumstances Sunbeam will keep the City’s Project
Manager in the loop at all times and will provide suggestions on decisions to deal with
issues as they arise.
b. The pipeline is: about 120-feet long; will require extensive shoring; affects the signalized
intersection at Seamount; transitions through the sidewalk and a bus pad; will be
constructed in a watercourse during the wet season; will cut through a water main and
a lateral, gas line and other utilities; and will require reconstruction of pipe bedding.
These circumstances will require extensive negotiations with the Project contractor,
which will include:
• Obtaining a comprehensive schedule of values that will be used to evaluate
changes, which will be inevitable as there are so many unknowns on the Project
• Working through their plan of action to understand and agree on the best strategies
for the Project and obtaining approval from the City’s Contract Officer.
• Agreeing on an overall schedule that reflects the agreed work plan
• Agreeing on the methods to control traffic flows through the area and then having
the city approve the TCP
• Agreeing on the best way to deal with potential stormwater through the area and
the BMPs that will be required
• Deciding on how to deal with the utilities that will be directly affected by the
excavation and then facilitating meetings and agreements with the utility
companies.
• Sunbeam will also perform the following services:
o Deal with all public relations issues on a daily basis
o Constantly monitor safety precautions, specifically related to shoring and the
movement of large equipment and including the hauling of materials
o Constantly monitor traffic controls and the safety of the general public
o Ensure that the installation complies with City standards and all agreed
requirements.
o Photograph conditions and activities throughout the Project
o Liaising with City Staff to keep them fully abreast of all aspects of the Project;
o Monitoring the work as it is installed; documenting the activities, progress, and
all other relevant information.
o Producing daily inspection and weekly reports
o Playing an active role in ensuring that the segments of the Project are
adequately completed before opening to traffic.
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City of Rancho Palos Verdes Sunbeam Consulting
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o Inspecting the typical road related public works relating to the reconstruction of
sidewalks, bus-pad section, base and pavement and the repairs to the traffic
signal loops, if necessary
o Providing all other services related to the inspection of the work performed by
the contractor.
B. Task B: Provide Construction Management services, including but limited to:
• Creating an agenda, chairing and generating minutes for the preconstruction
meeting
• Formally approving the work plan and the baseline schedule and monitoring
progress against the schedule
• Reviewing RFIs (Request for Information) and submittals and acting as the interface
between all agencies
• Negotiating Change Order values and making recommendations to the City
• Agreeing pay applications with the contractor and recommending payments to the
City’s Project Manager
• Maintaining accurate records
• Closing out of the Project
C. Task C: Provide Record Drawing; Sunbeam will produce a record drawing of the Project,
which will use Google Earth as a base map and will show all relevant pipeline
information, all construction activities associated with the scope of work, and other
relevant information, such as the utilities in the area.
D. Task D: Provide Soil Compaction Testing using subcontractor Twining, Inc.
E. Task E: Provide Asphalt Compaction Testing using subcontractor Twining, Inc.
F. Task F: Provide Concrete Cylinder Testing using subcontractor Twining, Inc.
As part of the Services, Sunbeam will prepare and deliver the following tangible work products to the
City:
A. Schedule of Values identifying critical path, labor demands, and funding needs
B. Project files
In addition to the requirements of Section 6.2, during performance of the Services, Sunbeam will keep
the City appraised of the status of performance by delivering the following status reports:
A. Daily construction inspection reports and weekly construction summary reports
All work product is subject to review and acceptance by the City, and must be revised by Sunbeam
without additional charge to the City until found satisfactory and accepted by City.
Sunbeam will utilize the following personnel to accomplish the Services:
A. Alan Braatvedt, Construction Manager
B. Joe Van der Linden, Inspector
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FEE PROPOSAL
We have based our proposal on an assumed schedule of 4-weeks, but understand that there are
significant unknowns, which will not come to light until construction begins, so our fee is broken down to
allow for any adjustment to the cost to be easily evaluated, should that be necessary, if the project takes
longer than the 4-weeks allocated.
Hawthorne Blvd. Sinkhole - Storm Drain Replacement Project at Seamount
Item Days Hrs Rate Amount
Construction Inspection Services – Joe: Full time 20 8 $129.00 $20,640
Construction Management - Alan: 27 4 $168.00 $18,144
Record Drawing Design Engineer - Matt: LS 1 1 $2882.00 $2,882
Soil Compaction Testing, including Equipment - 5 8 $160.00 $6,400
Asphalt Compaction Testing, incl Equip 1 8 $168.00 $1,344
Concrete Cylinder Tests and pickups 2 4 $73.70 $590
TOTAL $50,000
This rate is inclusive of mileage, equipment, and other incidental expenses related to the tasks.
This project will require conformance to California Prevailing Wage payment and benefit requirements.
Sunbeam Consulting is registered with the Department of Industrial Relations to provide the required
services.
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