Hardy & Harper Inc - FY2023-07701203.0006/896962.6 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
HARDY & HARPER, INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
HARDY & HARPER, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on June 20, 2023 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and HARDY & HARPER, INC., a California
corporation (“Contractor”). City and Contractor may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONTRACTOR
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Contractor 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, Contractor 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. Contractor shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Contractor covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Contractor’s Proposal.
The Scope of Service shall include the Contractor’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.
Contractor shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 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,
Contractor 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. Contractor shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Contractor
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Contractor shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Contractor 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 Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each 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. Contractor shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Contractor 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. Contractor acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Contractor shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Contractor or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 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 Contractor 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, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Contractor shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Contractor shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Contractor’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Contractor warrants that Contractor (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, Contractor warrants that Contractor has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Contractor discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Contractor shall immediately inform
the City of such fact and shall not proceed except at Contractor’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Contractor shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Contractor,
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 Contractor. 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 Contractor
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Contractor 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 Contractor
anticipates and that Contractor shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Contractors. 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 Services, the Contractor becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Contractor shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual reasonable expenses approved by City’s Contract Officer, shall be as follows:
(a) Compensation for Fiscal Year 2023-24 shall not exceed $392,290 (“FY23-24
Compensation”);
(b) Compensation for Fiscal Year 2024-25 shall be calculated as the FY23-24
Compensation plus a CPI increase, and shall not exceed $411,905 (“FY24-25 Compensation”);
(c) Compensation for Fiscal Year 2025-26 shall be calculated as the FY24-25
Compensation plus a CPI increase, and shall not exceed $432,500 (“FY25-26 Compensation”);
(d) Compensation for Fiscal Year 2026-27 shall be calculated as the FY25-26
Compensation plus a CPI increase, and shall not exceed $454,125 (“FY26-27 Compensation”);
and
(e) Compensation for Fiscal Year 2027-28 shall be calculated as the FY26-27
Compensation plus a CPI increase, and shall not exceed $476,831 (“FY27-28 Compensation”).
The total compensation for the entire Term of the Agreement is estimated as $2,167,651
(Two Million One Hundred Thousand Sixty Seven Six Hundred Fifty One Dollars) (the
“Contract Sum”), shall be subject to an annual increase based on changes to the Consumer Price
Index (CPI-U) within the Los Angeles-Riverside-Orange County geographic area for the
preceding twelve (12) month period measured March to March, but not to exceed five percent
(5%), unless additional compensation is approved pursuant to Section 1.9. The CPI increase shall
not be less than zero percent (0%).
2.2 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 Contractor’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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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Contractor is required to attend additional meetings to facilitate such coordination, Contractor
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice, 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, Contractor 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. Contractor
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Contractor to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Contractor
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Contractor to be paid within 45 (forty-five) days of receipt of Contractor’s correct and
undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Contractor for correction and resubmission. Review and payment by City for any invoice
provided by the Contractor shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer 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 Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor
shall within 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
Contractor be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding June 30,
2028, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as being the
principals and representatives of Contractor authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Mike Amundson Senior Estimator
(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.
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Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Contractor without the express written approval of City. Additionally, Contractor shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Contractor shall make every reasonable effort to maintain the stability and continuity of
Contractor’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Contractor shall notify City of any changes in Contractor’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Contractor shall not at any time or in any manner represent that Contractor or
any of Contractor’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Contractor, nor any of Contractor’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Juan Hernandez, Public Works Superintendent, or such
person as may be designated by the Director of Public Works. It shall be the Contractor’s
responsibility to assure that the Contract Officer is kept informed of the progress of the
performance of the services and the Contractor shall refer any decisions which must be made by
City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have
authority, if specified in writing by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Contractor, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Contractor
shall not at any time or in any manner represent that it or any of its agents or employees are
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agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any
joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors 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
Contractor, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Contractor or any surety of Contractor of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Contractor’s indemnification of City, and prior to commencement of
any services under this Agreement, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Contractor arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
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Agreement and Contractor agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Contractor shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Contractor shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Contractor, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Contractor shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Contractor or City will
withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
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or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a 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 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.
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(m) Pass through clause. Contractor agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Contractor, provide the same minimum insurance coverage and endorsements
required of Contractor. Contractor agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Contractor agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or
indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
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(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.
Contractor shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Contractor in the performance of professional
services 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.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies 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 Contractor’s business,
custody of the books and records may be given to City, and access shall be provided by
Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
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6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Contractor
agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Contractor, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Contractor will be at the
City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties
shall not extend to such use, reuse or assignment. Contractor may retain copies of such
documents for its own use. Contractor shall have 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 Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages resulting therefrom. Moreover, Contractor with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Contractor gives City notice of such court order or subpoena.
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(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Contractor or be
present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Contractor. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Contractor is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Contractor for any work performed
after the date of default. Instead, the City may give notice to Contractor of the default and the
reasons for the default. The notice shall include the timeframe in which Contractor may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Contractor is in default, the City shall hold
all invoices and shall, 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 Contractor does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
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dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Contractor shall file a 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 Contractor,
except that where termination is due to the fault of the Contractor, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Contractor shall immediately cease all services hereunder except such as may be
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specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all
services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Contractor 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 Contractor shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Contractor for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Contractor may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Contractor shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
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8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Contractor’s performance of services under this
Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Contractor agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which 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 Contractor warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, 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. Contractor shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
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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 Contractor, 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 Contractor and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
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“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Contractor is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Contractor’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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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
CONTRACTOR:
HARDY & HARPER, INC., a California
corporation
By:
Name: Michael Murray
Title: Vice President
By:
Name: Kristen S. Paulino
Title: Secretary
Address: 32 Rancho Circle
Lake Forest, CA 92630
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
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01203.0006/896962.6
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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01203.0006/896962.6
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.
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Contractor will perform the following public works maintenance services as
requested by the City’s Contract Officer:
• Providing one Maintenance Crew that shall consist of one Lead Worker who shall
read, write, and speak English; and one Laborer on an as-needed basis. The
Lead Worker shall be provided to the City on-site for up to 1,992 hours per
year. The Laborer shall be made available to the City on-site on an as-
needed basis for up to 528 hours per year as determined by the City’s
Contract Officer. The Maintenance Crew shall:
o Possess all training, knowledge, and special skills required to perform
maintenance and repair services throughout the City right of ways,
facilities, parks, miscellaneous areas, scenic turnouts, and trails; including
areas accessible only by foot, in accordance with industry best practices
and in compliance with all safety standards.
o Possess all training, knowledge, and special skills to install any safety
devices and follow all safety practices; and install any traffic control that
may be necessary based on the work the Maintenance Crew is
performing, in accordance with industry standards.
o Manage multiple assignments throughout the workday and perform all
work in accordance with industry best practices.
o Respond to work requests after 5pm, on weekends, holidays, and on an
emergency basis as needed by the city.
o Participate in the City web-based work order system by receiving work
order requests, inputting work orders, monitoring status, retrieving work
orders, inputting before and after photos, inputting summary and status
reports, and closing-out work orders.
• Furnishing the Maintenance Crew with all minor equipment and tools to perform
the services. The equipment shall include, at a minimum:
o All personal protective equipment and safety devices necessary to
perform the work, in accordance with industry standards.
o One fully equipped stake bed truck having an attached traffic control
electronic board.
o The stake bed truck shall also come equipped with a 120/208V capable
power generator and a gasoline-powered asphalt/concreate grinding
machine.
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 A-2
o Smart phones and tablets that can send and receive phone calls, text
messages, and emails; and can connect to the City’s website and existing
web-based work order system, City Works.
o The City may require the rental of equipment as determined by the City’s
Contract Officer, the cost of which will be reimbursed by the City.
• Performing maintenance and repair including but not limited to:
o Installing any safety devices and/or traffic control that may be necessary
based on the work the Maintenance Crew is performing, in accordance
with industry standards;
o Roadways including asphalt maintenance and repair;
o Sidewalks including concrete maintenance and repair;
o Pavement markings including removing existing pavement markings and
installing new pavement markings;
o Traffic signs including repairing, removing and replacing, relocating, and
installing new signs;
o Traffic control including setting up traffic control to perform work, setting
up traffic control for special events based on traffic control plans provided
by the City, and deploying electronic message boards and speed
feedback radar trailers provided by the City;
o Storm sewers including cleaning and repairing storm sewer pipes and
inlets;
o Other work such as wood working, minor welding, moving furniture,
stacking paper, moving boxes, janitorial work, filling and placing
sandbags, litter pick-up, weed abatement, sweeping, vehicle porter
service, power washing, clear right of ways during storms, minor tree work
to clear traffic signs and traffic signals, removing debris from right of ways,
removing graffiti, maintaining bus stop shelters, setting up for City Council
and Planning Commission meetings, opening and closing gates, placing
temporary barricades, cones, and delineators; and
o Other assignments at the discretion of the Contract Officer.
• Supplying the following estimated material quantities, which may be reduced or
increased as determined by the Contract Officer.:
o DOT rated asphalt cold mix 50lbs bags Qty 150
o Concrete mix material 60lbs bag Qty 150
o 5 Gallon Red Curb/Striping paint Qty 20
o 5 Gallon White Curb/Striping paint Qty 10
o 5 Gallon Yellow Curb/Striping paint Qty 5
o 5 Gallon Blue Curb/Striping paint Qty 5
o 2-inch square galvanized post 12ft Length) Qty 50
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 A-3
*Concrete mix for repairs shall conform to the requirements shown in
Section 201-1 and table 201-1.1.2 of the latest Green Book Standard
Specifications for Public Works Construction.
*Paint for striping and markings shall conform to the requirements shown
in Section 214-4.1.and 214-4.2 of the latest Green Book Standard
Specifications for Public Works Construction.
*Cold mix asphalt shall be composed of a mixture of emulsified asphalt
binder and aggregate.
*Sign Post shall be Telespar (or approved Equal)2inch square 14 gauge
pose with pre-punched holes at one inch (1”) spacings.
The City may require the use of other materials not listed, as determined
by the City’s Contract Officer, the cost of which will be reimbursed by the
City.
Work shall occur anywhere in the City and under varying weather conditions. A
general map of City work areas is included below. Common areas include, but are
not limited to the following:
• Right of Ways
o Palos Verdes Drive East from Palos Verdes Drive North to Palos Verdes
Drive South
o Palos Verdes Drive South from 25th street to Hawthorne Boulevard
o Palos Verdes Drive West from Hawthorne Boulevard to Lunada Vista
o Hawthorne Boulevard From Palos Verdes Drive North to Palos Verdes
Drive South
o Crest Road from Crenshaw Boulevard to Hawthorne Boulevard
o Crenshaw Boulevard from Sea Crest Drive to Silver Spur Road
o Western Avenue from Peninsula Verde Drive to Summerland Street
o Silver Spur Road from Drybank Drive to Kingspine Road
o Various residential streets
• Facilities/Parks
o Robert E. Ryan Park
o Hesse Park
o City Hall Civic Center
o Point Vicente Interpretive Center
o Del Cero Park
o Vanderlip Park
o Clovercliff Park
o Abalone Cove Shoreline Park and Lookout
o Ladera Linda Park
o Eastview Park
• Miscellaneous Areas/ Trails
o Trails and beaches only accessible by foot
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 A-4
o Vista Point -Calle Entradero
o Pelican Cove
o Sacred Cove
o San Ramon Canyon
o Various trails
o Various residential areas
II. In addition to any required deliverables per Section I, above, Contractor will prepare and
deliver the following tangible work products to the City:
A. Completed Work Orders forms (electronic) including photographs (if required) on
a daily basis.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Contractor will keep the City appraised of the status of performance by delivering the
following status reports:
A. Verbal summary of any difficulties encountered during the performance of work
through telephone calls or in personal conversations with City Maintenance Staff.
B. Completed Work Orders will be closed out using the City’s Work Order tracking
system “City Works” at the end of each work day.
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Contractor without additional charge to the City until found satisfactory and accepted
by City.
V. Contractor will utilize the following personnel to accomplish the Services:
A. Mike Amundson, Estimator
B. Chandler Oveson, Project Manager
C. Rigo Bolanos, Superintendent
D. Fabian Juarez, Foreman
E. Juan Santillano, Lead Worker
F. Laborer as approved by City’s Contract Officer
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 1.9, Additional Services, is amended as follows:
1.9 Additional Services.
(a) City shall have the right at any time during the performance of the services,
without invalidating this Agreement, to order extra work beyond that specified in the Scope of
Services or make changes by altering, adding to or deducting from said work. No such extra
work may be undertaken unless a written order is first given by the Contract Officer to the
Contractor, incorporating therein any adjustment in (i) the Contract Sum 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 Contractor. Contractor shall not perform any work beyond
what is approved by this Agreement absent express written authorization by City. Contractor is
responsible for notifying City if requested work is likely to run beyond the annual
compensation or the Contract Sum.
(b) 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 Contractor that the
provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Contractor 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 Contractor
anticipates and that Contractor shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Contractors. 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.
(c) If in the performance of the Services, the Contractor becomes aware of material
defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware
of extenuating circumstance that will or could prevent the completion of the Services, on time or
on budget, the Contractor shall inform the City’s Contract 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.
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform the following tasks at the following rates for FY 2023-24.
Increase rates for each subsequent fiscal year reflecting the CPI increase consistent with
Section 2.1 shall be provided by Contractor and agreed to in writing by the City Contract
Officer no later than 60 days prior to the start of each fiscal year. The new approved rates
shall be incorporated into this Agreement:
RATE/HR TIME SUB-BUDGET
A. Lead worker $145.00 1,992 hrs $288,840
B. Laborer $130.00 528 hrs $68,640
C. Overtime $13,050
D. Materials
reimbursement
$22,450
FY 2023-24
TOTAL
$392,980
** Overtime applies to any work specifically requested by the City’s Contract Officer to occur
during City holidays, weekends, and hours after an 8 hour regular day. Overtime rates
shall not be paid by the City to Contractor unless the Overtime is specifically approved in
writing by the City’s Contract Officer. Any unauthorized Overtime shall be the sole
responsibility of Contractor. Overtime shall be at a rate of 1.5 times the regular hourly
rate.
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task sub budget 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 Contractor for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 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 Contractor’s billing rates for all personnel are attached as Exhibit C-1.
NOT APPLICABLE
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
01203.0006/896962.6 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all Services timely in accordance with the deadlines
provided by the City’s Contract Officer for each task.
II. Contractor shall deliver the following tangible work products to the City by the
following dates. See Exhibit A.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
DocuSign Envelope ID: 848AB61C-092C-40B1-9291-D040D137EE8A
Certificate Of Completion
Envelope Id: 848AB61C092C40B19291D040D137EE8A Status: Completed
Subject: Complete with DocuSign: PW Maintenance Hardy & Harper Final.pdf
Source Envelope:
Document Pages: 33 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 2 Cheri Bailiff
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
cherib@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
6/21/2023 11:31:17 AM
Holder: Cheri Bailiff
cherib@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Michael Murray
mmurray@hardyandharper.com
VP/GM
Maas Equipment
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.197.244.231
Signed using mobile
Sent: 6/21/2023 11:40:04 AM
Viewed: 6/21/2023 11:52:19 AM
Signed: 6/21/2023 12:30:06 PM
Electronic Record and Signature Disclosure:
Accepted: 6/21/2023 11:52:19 AM
ID: 9887a2e9-0a31-4088-8fff-60eba6d5bef1
Kristen Paulino
kpaulino@hardyandharper.com
Managing Member
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 98.189.83.84
Sent: 6/21/2023 12:30:08 PM
Viewed: 6/21/2023 1:00:45 PM
Signed: 6/21/2023 1:00:54 PM
Electronic Record and Signature Disclosure:
Accepted: 6/21/2023 1:00:45 PM
ID: eb9dda30-7227-4263-8e8e-cd1819faafb1
William W. Wynder
wwynder@awattorneys.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 6/21/2023 1:00:57 PM
Resent: 6/23/2023 9:56:18 AM
Viewed: 6/23/2023 9:56:54 AM
Signed: 6/23/2023 9:57:06 AM
Electronic Record and Signature Disclosure:
Accepted: 6/23/2023 9:56:54 AM
ID: cfa0c994-8afc-4199-b2b5-7f37129a8492
Barbara Ferraro
barbara.ferraro@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.211.255.186
Signed using mobile
Sent: 6/23/2023 9:57:08 AM
Viewed: 6/25/2023 1:24:17 AM
Signed: 6/25/2023 1:25:31 AM
Electronic Record and Signature Disclosure:
Accepted: 6/25/2023 1:24:17 AM
ID: 870e9619-622f-41b1-89bb-615b54014c18
Signer Events Signature Timestamp
Teresa Takaoka
terit@rpvca.gov
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 75.83.180.163
Signed using mobile
Sent: 6/25/2023 1:25:33 AM
Viewed: 6/25/2023 11:44:45 AM
Signed: 6/25/2023 11:44:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Ramzi Awwad
rawwad@rpvca.gov
Director of Public Works
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2023 11:44:58 AM
Electronic Record and Signature Disclosure:
Accepted: 3/2/2023 10:45:19 AM
ID: 3242b72d-4755-489d-8e5f-7c62dc360470
City Clerk
cityclerk@rpvca.gov
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2023 11:44:59 AM
Viewed: 6/26/2023 10:19:01 AM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Lorna Cloke
LornaC@rpvca.gov
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2023 11:44:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheri Bailiff
cherib@rpvca.gov
Permit Technician I (PW)
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2023 11:45:00 AM
Resent: 6/25/2023 11:45:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/21/2023 11:40:04 AM
Certified Delivered Security Checked 6/25/2023 11:44:45 AM
Signing Complete Security Checked 6/25/2023 11:44:56 AM
Completed Security Checked 6/25/2023 11:45:00 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Michael Murray, Kristen Paulino, William W. Wynder, Barbara Ferraro, Ramzi Awwad, City Clerk
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