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CC SR 20240521 G - Emergency Hydraugers Project Emergency Continuation (Web Version) 01203.0023/982936.1 CITY COUNCIL MEETING DATE: 05/07/2024 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to reconfirm continuing the emergency justification for work and contract bidding on the Portuguese Bend Landslide Emergency Hydraugers Project. RECOMMENDED COUNCIL ACTION: (1) Reconfirm, by a four-fifths vote, there is a need to continue the work on the Portuguese Bend Landslide Emergency Hydraugers Project declared by Council- adopted Resolution No. 2024-20 on May 7, 2024, finding an emergency exists requiring immediate action to install hydraugers in the Portuguese Bend Landslide to seek to mitigate the movement of the landslide ; and (2) Direct the City Clerk to confirm the same in the minutes of this City Council meeting, via Minute Order, reflecting this action. (3) Adopt Resolution No. 2024-_____: 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 FOR THE EMERGENCY HYDROAUGERS PROJECT, DETERMINING THE EMERGENCY HYDRAUGERS PROJECT IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO THE EMERGENCY EXEMPTION SET FORTH IN PUBLIC RESOURCES CODE, SECTION 21080(b)(4), AND AWARDING A CONTRACT TO MALCOLM DRILLING COMPANY, INC., TO CONSTRUCT THE EMERGENCY HYDROAUGERS PROJECT FISCAL IMPACT: There is no fiscal impact associated with the recommended Council action as $10,510,000 was appropriated by the City Council on April 16, 2024. VR Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: David Copp, Deputy Public Works Director REVIEWED BY: Ramzi Awwad, Public Works Director APPROVED BY: Ara Mihranian, AICP, City Manager 1 01203.0023/982936.1 ATTACHED SUPPORTING DOCUMENTS: A. Draft Resolution No. 2024-___ (Page A-1) B. Construction Contract with Malcolm Drilling, Inc. (Page B-1) C. May 7, 2024 City Council Staff Report (Without Attachments) BACKGROUND: On October 3, 2023, the City Council adopted Resolution No. 2023-47, declaring a state of local emergency relating to the land movement in the landslide complex. The state of emergency has been timely renewed and is current. On May 7, 2024, the City Council extended the Local State of Emergency pursuant to Resolution No. 2024 -20 and approved, among other things, a Public Works Contract with Malcolm Drilling Inc. to perform the work of the Portuguese Bend Landslide Emergency Hydraugers Project. The accompanying resolution, with the City Council’s findings, was inadvertently omitted from the staff report, and is being provided now. 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 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 project are completed. Since the City Council’s approval of the project at the May 7, 2024 meeting, the conditions in the Landslide Complex have not changed. The City anticipates that text bore drilling will begin in the next few weeks. The emergency conditions necessitating the project are likely to persist at least until completion of the project. At the May 7, 2024 Council meeting, the resolution accompanying the construction contract with Malcom Drilling Company, Inc., and making the necessary finding of emergency, was inadvertently omitted. That resolution is included with this staff report for Council’s consideration and approval (Attachment A). The resolution is back dated to be effective May 7, 2024 to reflect the Council’s findings and vote at that meeting. CONCLUSION: The effects of the ongoing land movement continue to be felt in the Greater Portuguese Bend Landslide Complex. 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. 2024-20 (originally by Resolution No. 2023-47), and reconfirm, by a four- 2 01203.0023/982936.1 fifths vote, the need for continuing the work on the Portuguese Bend Landslide Emergency Hydraugers Project, and approve the attached resolution effective May 7, 2024. 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. 3 01203.0023/979170.2 RESOLUTION NO. 2024-____ 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 FOR THE EMERGENCY HYDROAUGERS PROJECT, DETERMINING THE EMERGENCY HYDRAUGERS PROJECT IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO THE EMERGENCY EXEMPTION SET FORTH IN PUBLIC RESOURCES CODE, SECTION 21080(b)(4), AND AWARDING A CONTRACT TO MALCOLM DRILLING COMPANY, INC., TO CONSTRUCT THE EMERGENCY HYDROAUGERS PROJECT 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 sets forth the procedure for emergency contracting for a public works project 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 […] 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). A-1 01203.0023/979170.2 (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. (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 subdivision (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. WHEREAS, Pursuant to the authority conferred to it by RPVMC Chapter 2.24 and Section 2.42.060, as well as Public Contracts Code Section 22035, the City Council has the authority to bypass the City’s bidding requirements for a public project to address an emergency, provided the City complies with the requirements of Public Contracts Code Section 22050. 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 A-2 01203.0023/979170.2 accompanying this resolution, the City Council hereby makes the following findings and determinations: 1. The City of Rancho Palos Verdes is home to three active Landslide Complexes commonly known as: the Portuguese Bend Landslide (the “PBL”), the Abalone Cove Landslide (the ACL), and the Klondike Canyon Landslide, collectively known as the Greater Portuguese Bend Landslide Complex, or Landslide Complex. The landslides have been active since the 1950s. 2. The 2022-2023 rainy season brought exceptional amounts of rain to the region. The 2022-2023 rainy season dumped about 190% of the average annual rainfall in the region, with the region experiencing 20.9” of rain. 3. As of April 26, 2024, total rainfall for the 2023-24 season (beginning Oct 1, 2023) was 23.01". This is 169% of the historical 67-year average of 13.63" for this rain gauge. (All data based on LACDPW Rainfall Gauge No. 1011B at Rolling Hills FS.) 4. Beginning in 2018, but particularly since May of 2023, the land movement in the Landslide Complex has increased significantly due to increased rainfall in the last two rainy seasons, which caused the water table to rise dramatically and destabilize the landslides. The City has established, via repeated geologic studies, that a significant factor in the speed of land movement in the Districts is the amount of water in the soil. 5. Chapter 2.24 of the Rancho Palos Verdes Municipal Code (“RPVMC”) details the powers and responsibilities of the City during emergency circumstances, which is defined in Section 2.24.020 as “the actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within this city caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, or earthquake, or other conditions, including conditions resulting from war or imminent threat of war, but other than conditions resulting from a labor controversy which conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of this city, requiring the combined forces of other political subdivisions to combat.” 6. After consideration of all facts reasonably available, on October 3, 2023, the City Council proclaimed the existence of a state of local emergency within the Landslide Complex. The state of emergency was extended, as required by statute, on November 14, 2023, December 19, 2023, February 6, 2024, March 19, 2024, and May 7, 2024. The state of emergency is anticipated to continue throughout the execution of the work. 7. On February 4, 2024, Governor Newsom declared a state of emergency for Southern California (including Los Angeles County) on the basis of a A-3 01203.0023/979170.2 powerful storm that would make landfall in the following days. 8.29" of rain were recorded from February 1 through February 9. on the Palos Verdes Peninsula region. On April 15, 2024, the President declared a federal disaster for the areas affected by the severe winter storms, tornadoes, flooding, landslides and mudslides from January 31 to February 9, 2024. 8. Pursuant to the authority conferred to it by RPVMC Chapter 2.24 and Section 2.42.060, as well as Public Contracts Code Section 22035, the City Council has the authority to bypass the City’s bidding requirements for a public project to address an emergency, provided the City complies with the requirements of Public Contracts Code Section 22050. 9. The City developed the Portuguese Bend Landslide (PBL) Remediation Project (“Remediation Project”) to remediate movement from the PBL. The Remediation Project was initiated by the City Council in 2017, and consists of filling fissures to prevent water infiltration, construction of a drainage swale to convey stormwater to the ocean, and installation of hydrauger drain arrays to intercept groundwater and extract artesian underground water; which are all measures to prevent water from entering the ground and contributing to movement. As development of the project was continuing through the California Environmental Quality Act (“CEQA”) and final engineering process, conditions in the Portuguese Bend Landslide Complex, including the PBL, dramatically changed. The rate of movement increased by orders of magnitude. The project as originally envisioned will not be viable unless the landslide is first stabilized to an acceptable rate of movement such that the various components of the project can be installed and withstand land movement, which would not be the case at current rates of movement. 10. Therefore, in conjunction with the City’s geotechnical engineering design consultant, Geo-Logic Associates, Inc.. (GLA), the City has been developing an emergency stabilization project. The new project, the Emergency Hydraugers Project, consists of installing emergency hydrauger arrays with underground drains to extract water. These measures must be installed immediately to stabilize the area because the current rate of movement, if not significantly slowed, will result in severe impacts to public infrastructure, utilities, and residential structures. The land movement will cause the eventual closure of Palos Verdes Drive South, a vital arterial roadway that carries approximately 15,000 vehicles per day and is an essential evacuation route. The land movement may also result in the rupturing of twin sewer trunk lines that serve thousands of homes. The movement has damaged utility poles with their electric and communications wires. Many homes are at risk of red-tagging due to land movement. Finally, the PBL must be stabilized to facilitate the Remediation Project. 11. Installation of the emergency hydraugers and the associated work requires a specialty contractor. The pool of such contractors is very limited and the A-4 01203.0023/979170.2 same is true for their availability, especially when they are asked to respond in a very short time. On behalf of the City, the GLA team screened a dozen drilling contractors with directional drilling capability, which is necessary for the emergency hydraugers. Upon completion of the screening process, three contractors that could meet the project requirements (i.e., directionally drill wells of required diameter and length, and reach the target depth of 150 feet below the landslide surface) were interviewe d by GLA on behalf of the City to further vet their technical capabilities and experience. The interview process revealed that only two of these contractors can meet the project requirements in their entirety, Malcolm Drilling, Inc. (Malcolm) and Ellingson DTD (Ellingson). Both contractors visited the project site twice and worked with GLA to further understand the scope of work. Ultimately, the two contractors determined that they could only meet the project objectives and timeline by combining their resources, with Malcolm as the prime contractor and Ellingson as the sub-contractor. Staff directed GLA to use this expedited approach to procuring a construction contractor because it would otherwise take several months to go through the formal bidding process , which would significantly delay the start of construction with potentially catastrophic consequences for the PBL. 12. Completing plans, specifications, construction documents, and cost estimates for two hydraugers and associated work is very specialized and complex, making it very time consuming, typically taking more than one year to complete. Given the nature of the eme rgency, an unconventional approach to the design was needed. Staff determined that the fastest approach to constructing the emergency hydraugers is a staged approach where design is progressed to a point where construction can commence while design continues in stages that remain ahead of the progress of construction. This means that the details of the staged scopes of work and their costs will need to be negotiated on an ongoing basis as construction advances, as further articulated in Exhibit A. When also considering that data collected during construction will be used to confirm design assumptions and inform any modifications, as well as the continued movement and changing groundwater conditions, the staged approach to design and construction becomes even more necessary. 13. The foregoing constitutes an emergency within the meaning of Public Contracts Code § 1102, authorizing contracting with Malcolm Drilling Company, Inc., to construct the Emergency Hydraugers Project pursuant to Public Contracts Code § 22050 and Rancho Palos Verdes Municipal Code §§ 2.42.060(B). Section 3. CEQA Exemption. Based on the whole of the administrative record, including the foregoing findings, the Emergency Hydraugers Project is exempt from CEQA pursuant to Public Resources Code, Section 21080(b)(4) as an action necessary to prevent or mitigate an emergency. As stated above, the immediate implementation of the Emergency Hydroaugers Project is necessary to stabilize the area because the A-5 01203.0023/979170.2 current rate of movement, if not significantly slowed, will result in severe impacts to public infrastructure, utilities, and residential structures. Without the immediate implementation of this Project, the land movement will cause the eventual closure of Palos Verdes Drive South, a vital arterial roadway that carries approximately 15,000 vehicles per day and is an essential evacuation route. Without the immediate implementation of this Project, the land movement may also result in the rupturing of twin sewer trunk lines that serve thousands of homes. Section 4. Based on the foregoing findings, the City Council hereby approves the implementation of the Emergency Hydraugers Project as set forth in the Public Works Agreement Between the City Of Rancho Palos Verdes And Malcolm Drilling Company, Inc., including its Scope of Work: 1. The City Manager and Director of Public Works are hereby authorized to finalize a scope of work for the Emergency Hydraugers Project, including determining the scope of specific Tasks, as defined in the Agreement, as well as Task Budgets and Task Completion Schedules; and 2. The City Manager and Director of Public Works are further directed to finalize negotiations for the emergency public works contract with Malcolm Drilling Company, Inc. in an amount not to exceed $9,000,000, such emergency public works contract to be approved by the City Manager with authorization to execute change orders for unforeseen work during the performance of such emergency repairs; and 3. The City Manager and Director of Public Works are further authorized to undertake Emergency Hydraugers Project upon finalizing the foregoing emergency public works contract and execution of such agreements following approval of both as to form by the City Attorney; and Section 5. 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 emergency. Section 6. 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 Emergency Hydroaugers Project has been completed. Section 7. This Resolution shall be effective on May 7, 2024. The City Clerk shall certify to the passage and adoption of this resolution. A-6 01203.0023/979170.2 PASSED, APPROVED and ADOPTED by a four-fifths vote of the entire City Council on this 21st day of May 2024. _____________________ John Cruikshank, 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. 2024-__ was duly and regularly passed, by a fourth-fifths vote, and adopted by the said City Council at a regular meeting thereof held on May 21, 2024. ___________________________ City Clerk A-7 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Project Name/No.: Emergency Hydraugers Project Contract No.: Project Manager: David Copp, Deputy Director of Public "Vorks Approved: May 7, 2024 PUBLIC WORKS AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND MALCOLM DRILLING COMPANY, INC. THIS PUBLIC WORKS AGREEMENT ("Agreement") is made and entered into on May 7, 2024 by and between the City of Rancho Palos Verdes, a California charter city ("City") and Malcolm Drilling Company, Inc. a California corporation ('"Contractor"). City and Contractor may sometimes be referred to herein as a "Party" or collectively as the "Parties." RECITALS A. The City of Rancho Palos Verdes is home to three active Landslide Complexes commonly known as : the Portuguese Bend Landslide (the "PBL"), the Abalone Cove Landslide (the ACL), and the Klondike Canyon Landslide, also known as the Greater Portuguese Bend Landslide Complex, or Landslide Complex. The landslides have been active since the 1950s. B. The 2022-2023 rainy season brought exceptional amounts ofrain to the region. The 2022-2023 rainy season dumped about 190% of the average annual rainfall in the region, with the region experiencing 20.9" of rain. As a result of the increased amount of rain, all the Landslide Complex have been subject to an alarming increase in land movement. C. As of April 26, 2024, total rainfall for the 2023-24 season (beginning Oct 1, 2023) was 23.01 ". This is 169% of the historical 67-year average of 13.63" for this rain gauge. (All data based on LACDPW Rainfall Gauge No. l O l lB at Rolling Hills FS.) D. Beginning in 2018, but particularly since May of 2023, the land movement in the Landslide Complex has increased significantly due to increased rainfall in the last two rainy seasons, which caused the water table to rise dramatically and destabilize the landslides. The City has established, via repeated geologic studies, that a significant factor in the speed of land movement in the Districts is the amount of water in the soil. E. Chapter 2.44 of the Rancho Palos Verdes Municipal Code ("RPVMC") details the powers and responsibilities of the City during emergency circumstances, which is defined in Section 2.24.020 as "the actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within this city caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, or earthquake, or other conditions, including conditions resulting from war or imminent threat of war, but other than conditions resulting from a labor controversy which conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of this city, requiring the combined forces of other political subdivisions to combat." F. After consideration of all facts reasonably available, on October 3, 2023, the City Council proclaimed the existence of a state oflocal emergency within the Landslide Complex. The state of emergency was extended, as required by statute, on November 14, 2023, December 19, 2023, February 6, 2024, March 19, 2024, and May 7, 2024. The state of emergency is anticipated to continue throughout the execution of the work. 01203 .0023/981706. I B-1 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A G. On February 4, 2024, Governor Newsom declared a state of emergency for Southern California (including Los Angeles County) on the basis of a powerful storm that would make landfall in the following days. 8.29" of rain were recorded from February I through February 9. on the Palos Verdes Peninsula region. On April 15, 2024, the President declared a federal disaster for the areas affected by the severe winter storms, tornadoes, flooding, landslides and mudslides from January 3 I to February 9, 2024. H. Pursuant to the authority conferred to it by RPVMC Chapter 2.24 and Section 2.42.060, as well as Public Contracts Code Section 22035, the City Council has the authority to bypass the City's bidding requirements for a public project to address an emergency, provided the City complies with the requirements of Public Contracts Code Section 22050. I. The City developed the Portuguese Bend Landslide Remediation Project ("Remediation Project") to remediate movement from the PBL. In spring 2017, the City Council appointed then-Mayor Pro Tern Jerry Duhovic and then-Council Member Ken Dyda to a subcommittee to identify possible solutions or strategies to remediate the PBL. This subcommittee was formed to begin a collaborative process with community stakeholders and professional experts from Daniel B. Stephens & Associates, Inc. and Geo-Logic Associates, Inc. ("GLA") to identify possible engineering solutions to remediate the PBL. Additionally, to provide a forum for stakeholder involvement, the City Council convened a committee of concerned residents to chart a path toward significantly reducing movement of the PBL. J. On January I 6, 2018, following a series of public workshops, Staff presented the City Council with a draft Feasibility Study, and on June 18, 2018, a public workshop was conducted to provide residents with a summary of the Feasibility Study and answers to their questions. On August 7, 2018, Staff presented the City Council with the Updated Feasibility Study. The City Council then authorized Staff to move forward with the preliminary design of the Remediation Project. K. fn sum, the Remediation Project consists of filling fissures to prevent water infiltration, construction of a drainage swale to convey stormwater to the ocean, and installation of hydrauger drain an-ays to intercept groundwater and extract artesian underground water; which are all measures to prevent water from entering the ground and contributing to movement. As development of the project was continuing through the California Environmental Quality Act ("CEQA") and final engineering process, conditions of the PBL dramatically changed. The rate of movement increased by orders of magnitude. The project as originally envisioned will not be viable unless the landslide is first stabilized to an acceptable rate of movement such that the various components of the project can be installed and withstand land movement, which would not be the case at current rates of movement. L. Therefore, in conjunction with GLA, the City has been developing an emergency stabilization project. The new project, the Emergency Hydraugers Project, consists of installing emergency hydrauger arrays with underground drains to extract water. These measures must be installed immediately to stabilize the area because the cmTent rate of movement, if not significantly slowed, will result in severe impacts to public infrastructure, utilities, and residential structures. The land movement will cause the eventual closure of Palos Verdes Drive South, a vital arterial roadway that carries approximately 15,000 vehicles per day and is an essential evacuation route. -2- 0 I 203.0023i981706. l 8-2 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A The land movement may also result in the rupturing of twin sewer trunk lines that serve thousands of homes. The movement has damaged utility poles with their electric and communications wires. Many homes are at risk of red-tagging due to land movement. Finally, the PBL must be stabilized to facilitate the Remediation Project. M. Installation of the emergency hydraugers and the associated work requires a specialty contractor. The pool of such contractors is very limited and the same is true for their availability, especially when they are asked to respond in a very short time. On behalf of the City, the GLA team screened a dozen drilling contractors with directional drilling capability, which is necessary for the emergency hydraugers. Upon completion of the screening process, three contractors that could meet the project requirements (i.e., directionally drill wells of required diameter and length, and reach the target depth of 150 feet below the landslide surface) were interviewed by GLA on behalf of the City to further vet their technical capabilities and experience. The interview process revealed that only two of these contractors can meet the project requirements in their entirety, Malcolm Drilling, Inc. (Malcolm) and Ellingson DTD (Ellingson). Both contractors visited the project site twice and worked with GLA to further understand the scope of work. Ultimately, the two contractors determined that they could only meet the project objectives and time line by combining their resources, with Malcolm as the prime contractor and Ellingson as the sub-contractor. Staff directed GLA to use this expedited approach to procuring a construction contractor because it would othe1wise take several months to go through the formal bidding process, which would significantly delay the start of construction with potentially catastrophic consequences for the PBL. N. Completing plans, specifications, construction documents, and cost estimates for two hydraugers and associated work is very specialized and complex, making it very time consuming, typically taking more than one year to complete. Given the nature of the emergency, an unconventional approach to the design was needed. Staff determined that the fastest approach to constructing the emergency hydraugers is a staged approach where design is progressed to a point where construction can commence while design continues in stages that remain ahead of the progress of construction. This means that the details of the staged scopes of work and their costs will need to be negotiated on an ongoing basis as construction advances, as fmther articulated in Exhibit A. When also considering that data collected during construction will be used to confinn design assumptions and inform any modifications, as well as the continued movement and changing groundwater conditions, the staged approach to design and construction becomes even more necessary. 0. Therefore, based on the foregoing, the Parties desire to formalize the selection of Contractor for performance of the services and desire that the terms of that performance be as particularly defined and described herein. AGREEMENT 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: -3- 0 I 203.0023/981706.1 B-3 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ARTICLE 1. CONTRACTOR SERVICES 1.1 Scope of Work. The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools, utility services, and transportation, and comply with all of the specifications and requirements set forth in the Bid Documents for the project entitled Emergency Hydraugers Project ("Project"), in accordance with the tc1111s and conditions of this Agreement (the "Scope of Work"), which may be referred to herein as the "services" or "work" hereunder. All such work shall be performed in a good and workmanlike manner, as reasonably determined by the City, and shall be performed in strict compliance with the Bid Documents and all local, state, and federal laws and regulations. As used herein, "Bid Documents" refers to all of the documents included in the solicitation of bids for the Project and Contractor's bid proposal(s), including but not limited to, the Request for Bids issued by Geo-Logic Associates, Inc., on behalf of the City, Summary of Work, Instructions to Bidders, Bid or Bid Proposal ( attached hereto as Exhibit A-1 and incorporated by reference), General Provisions, Special Provisions, Plans, Drawings, and Addenda, and any other documents included, referenced, or incorporated therein, and includes additional documents related to the Project which may be generated after the execution of this Agreement. The Bid Documents are incorporated into this Agreement. In the event of any conflict or inconsistency between the terms of the Bid Documents and this Agreement, the tenns of this Agreement shall govern. The work will proceed on a phased basis, as further m1iculated in Exhibit A. 1.2 Incorporation ofGreenbook. The provisions 202 l Edition of the Standard Specifications for Public Works Construction, including any updates, amendments, or addenda thereto ("Greenbook") are incorporated herein, except as explicitly modified by the Bid Documents. In the event of any conflict or inconsistency between the provisions of the Green book and this Agreement, the terms of this Agreement shall govern. 1.3 Incorporation of Contractor's Standard Agreement. The provisions of Contractor's Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project ("Contractor's Agreement and Conditions") are attached hereto as Exhibit B and incorporated by reference. In the event of any conflict or inconsistency between this Agreement and Contractor's Standard Agreement, this Agreement shall govern and take precedence over Contractor's Agreement and Conditions. 1.4 Compliance with Labor and Wage Laws. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a "public work" as defined in Labor Code Section l 720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter I (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 state law and DIR regulations. -4- 0 I 203.0023i981706. l 8-4 DocuSign Envelope ID: 0C9108D7-A1 E4-4BBB-A8C0-0F6F8D06188A (b) Registration with DIR. Pursuant to Labor Code Section 1771. l, Contractor and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. Contractor shall notify the City in writing immediately, and in no case more than 24 hours, after receiving any information that Contractor's or any of its Subcontractors' DIR registration status has been suspended, revoked, expired, or otherwise changed. (c) Prevailing Wages. Contractor shall pay prevailing wages as 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. If this Agreement is subject to the payment of federal prevailing wages under the Davis-Bacon Act ( 40 U.S.C. § 3141 et seq.), then Contractor shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (d) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit $200 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (e) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of pc1jury, as specified in Section 1776; ce1iify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (f) 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 apprcnticeable 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 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. It is anticipated that the Project will provide no apprenticeable occupations. (g) Eight-Hour Work Day. Contractor acknowledges that 8 hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Sections 1810 and 1811. As required under Labor Code Section 1812, Contractor and each of its subcontractors shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by them in connection with the work performed under the terms of this Agreement. Failure to comply with these sections of the -5- 01203.0023/981706. I B-5 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A Labor Code will subject the Contractor to penalty and forfeiture provisions of the Labor Code Section 1813. (h) 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 for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter I, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work perforn1ed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1.5 times the basic rate of pay. (i) 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." (j) 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, Pait 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 cettified 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 bait or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the perfonnance 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 hannless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. -6- 0 I 203.0023/9K 1706.1 B-6 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 1.6 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the Scope of Work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor wainnts that Contractor has or will investigate the Project site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. 1.7 Discovery of Unknown Conditions. ( a) Pursuant to Public Contract Code Section 7104, Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown, or latent physical conditions at the Project site, materially different from those indicated by information about the Project site made available to bidders prior to the deadline for submitting bids on the Project; or (iii) unknown physical conditions at the Project site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of Contractor's services hereunder. (b) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, the performance of any pait of the work, the City shall issue a Change Order in accordance with Section 1.11 of this Agreement. ( c) The drilling operations performed by Contractor and/or its subcontractors in strict conformance with the Project plans & specifications may impact the current slide conditions. City shall defend, indemnify, and hold Contractor and/or its subcontractors harmless from any and all liability suits, claims, costs, and expenses, including reasonable attorneys' fees which may arise out of a change in the slide conditions due to the performance of Contractor's work. ( d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under this Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the Parties. 1.8 Unidentified Utilities. To the extent required by Government Code Section 4215, City will compensate Contractor for the cost of locating, repairing damage not due to the failure of Contractor to exercise reasonable care, and removing or relocating utility facilities not identified by City in the Bid Documents with reasonable accuracy, and for equipment on the Project necessarily idled during such work. Nothing herein shall be deemed to require City to indicate the presence of existing service laterals or -7- 0 I ~03.0023'981706.1 B-7 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A appurtenances whenever the presence of such utilities on the Project site can be infeITed from the presence of other visible facilities, such as buildings, meters, and junction boxes, on or adjacent to the Project site of the construction; provided, however, nothing herein shall relieve City from identifying main or trunk lines in the plans and specifications. If Contractor, while performing the work, discovers utility facilities not identified by City in the plans or specifications, Contractor shall immediately notify City and the utility in writing. This Agreement is subject to Government Code Sections 4126 through 4216.9. Contractor must notify utilities and obtain an identification number before excavation or be subject to liability for damages to subsurface installations. 1.9 Trench Excavation. Pursuant to Labor Code Section 6705, if this Agreement is for more than $25,000 and requires the excavation of any trench or trenches five feet or more in depth, Contractor shall submit, in advance of such excavation, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection fiom the hazard of caving ground during the excavation of such trench or trenches. The plan shall be reviewed and accepted by the City, or a registered civil or structural engineer employed by the City to whom authority has been delegated, prior to the excavation. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. This Section 1.8 shall not be deemed to allow the use of a shoring, sloping, or protective system less effective than that required by the Constmction Safety Orders (set forth in the California Code of Regulations, Title 8, Subchapter 4). This Section 1.8 shall not be construed to impose tort liability on the City or any of its employees. Full compensation for sheeting, shoring, bracing, sloping, and all other provisions required for worker protection shall be considered as included in the contract price shown in the appropriate Bid item in the Bid Documents, and no additional compensation will be allowed therefor. l. to Protection and Care of Work and Materials; Safety of Personnel. (a) The Contractor shall adopt reasonable methods in light of the land movement conditions where the work will occur, including providing and maintaining storage facilities, during the life of this Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City's own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City's consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. (b) Notwithstanding any provision of this Agreement or the Bid Documents, all work is to be accomplished at the direction of the Project Manager. Contractor will only perform work which is solely determined by Contractor to be safe for Contractor's personnel and within the safe limits and capabilities of Contractor's equipment. In the event Contractor determines any work to be unsafe, Contractor shall so notify the Project Manager in writing and with specificity within 24 hours of discovering unsafe conditions. -8- 01203.0023!981706.1 B-8 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ( c) In the event that drilling operations undertaken by Contractor and/or its subcontractors in strict accordance with the Project plans & specifications, result in the loss or damage of any tooling, equipment, or materials owned by Contractor and/or its subcontractors, City agrees to compensate Contractor and/or its subcontractors for the value of such lost or damaged items. 1.11 Warranty. (a) The warranty provisions of this Agreement apply to defective of faulty materials and equipment. Materials, equipment, or work product damaged by the movement of the land shall not be subject to the warranty provisions of this section. Additionally, the parties reserve the right to negotiate for specific warranty as part of each Task Proposal negotiation, and any such Task Proposal and related Change Order will control over this general warranty section. (b) Contractor warrants all work under this Agreement (which for purposes of this Section 1.11 shall be deemed to include unauthorized work which has not been removed or corrected and any non-conforming construction or materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. ( c) Contractor agrees that for a period of one year ( or the period of time specified elsewhere in this Agreement, or the Bid Documents, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance by the City for the Project, Contractor shall within 10 days after being notified in writing by the City of any defect in the work or non-conformance of the work to the requirements under this Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. ( d) Notwithstanding the foregoing, Contractor shall act as soon as requested by the City in response to any emergency condition or situation. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any potiions of the work (or work of its sub- contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of this Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. (e) All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such watTanties and guarantees have been transfcned or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement or the Bid Documents, to the reasonable satisfaction of the City, -9- 0 I 203.0023/981706. I B-9 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A the City shall have the right to correct and replace any defective or non-conforming work at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.12 Inspection by City. In connection with the performance of this Agreement, the City shall have the authority to enter the worksite at any time for the purpose of identifying the existence of conditions, either actual or threatened, that may present a danger or hazard to any and all employees. The Contractor agrees that the City, in its sole authority and discretion, may order the immediate abatement of any and all conditions that may present an actual or threatened danger or hazard to any and all employees at the worksite. The Contractor acknowledges the provisions of Section 6400 of the Labor Code, which requires that employers shall furnish employment and a place of employment that is safe and healthful for all employees working therein. In the event the City identifies the existence of any condition that presents an actual or threatened danger or hazard to any or all employees at the worksite the City is hereby authorized to order the immediate abatement of that actual or threatened condition pursuant to this section. The City may also, at its sole authority and discretion, issue an immediate stop work order to the Contractor to ensure that no employee working at the worksite is exposed to a dangerous or hazardous condition. Any stop work order issued by the City to the Contractor in accordance with the provisions of this section shall not give rise to any claim or cause of action for delay damages by the Contractor or the Contractor's agents or subcontractors against the City. 1.13 Additional Work and Change Orders. (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes to the work 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 Project Manager to the Contractor, incorporating therein any adjustment in (i) the Contract Sum (as defined below), and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (Change Order). All Change Orders must be signed by the Contractor and Project Manager (or his or her designee) prior to commencing the extra work thereunder. (b) Contractor shall be entitled to compensation for any additional work required as a result of mitigation measures taken to address changes in slide conditions or any other unforeseen circumstances or Unknown Conditions. (c) Any increase in compensation of up to 10% of the Contract Sum or $250,000, whichever is less; or any increase in the time to perform of up to one hundred 180 days may be approved by the Project Manager, provided that such increase does not materially affect the work in a detrimental manner or materially and detrimentally affect the interest of the City. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. 0 I 203.0023/981706. I B-10 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A (d) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Contractor's Bid attached hereto as Exhibit A-1. If the rates in the Contractor's Bid do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and the Project Manager. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order that is completed to the satisfaction of the City, as follows: (i) Labor: The cost of labor shall be the actual cost for the wages of workers and subcontractors performing the work for the Change Order at the time such work is performed. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: The cost of materials and equipment shall be at cost to Contractor or the lowest cmTent price for which such materials and equipment are reasonably available at the time the work is performed, whichever is lower. (iii) Daily Repotiing: Contractor must provide a daily report that includes all invoices for labor, materials and equipment costs for the work under the Change Order. The daily rep011 must include the following: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive the Contractor's rights to payment for the work performed for that day. ( c) It is expressly understood by Contractor that the provisions of this section shall not apply to services specifically set fo11h in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation; provided that City and Contractor may negotiate additional compensation for unknown underground conditions that could not have been discovered through Contractor's due diligence (Unknown Conditions). City may in its sole and absolute discretion have similar work done by other contractors. (f) In the event Contractor encounters Unknown Conditions, it shall notify the Project Manager in writing within 48 hours of discovering the conditions. Within IO days, Contractor shall provide a detailed description of the Unknown Conditions and, if feasible, a proposed Change Order to a specific Task to resolve the Unknown Conditions. If not feasible, Contractor, the Project Manager, and the City's geotechnical engineering consultant will confer with all due haste to draft a detailed Change Order, which shall include a revised timeline and budget for completion of the Task. (g) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this section are followed. -11- 01203.0023/981706.1 B-11 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Compensation. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts set forth in Contractor's Bid, attached hereto as Exhibit A-1 and incorporated herein by this reference. Subject to any additions or deductions that may be made by Change Order (as defined below) or amendment, and any penalties or damages that may be assessed against Contractor, Contractor shall receive total compensation, including reimbursement of Contractor's expenses, not to exceed $9,000,000 (Nine Million Dollars) (Contract Sum) for completion of the work; provided that, the full extent of the work to complete the Project may be amended as the work progresses and informs later Tasks. The Contract Sum shall be finalized to reflect the work, as directed by the Project Manager and completed by Contractor, in accordance with the rates provided in Exhibit A-1, or as may be negotiated by the parties for each Task. The Contract Sum shall constitute full compensation for furnishing all materials and for doing all the work contemplated by this Agreement until its acceptance by the City, and for well and faithfully completing the work, and the whole thereof, in the manner and according to the plans and specifications, and the requirements of the Bid Documents and this Agreement. (b) Compensation shall be made in the form of progress payments and a final payment as provided in this Section 2 and the Bid Documents. ( c) Compensation shall include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Project Manager in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in a City-approved Task Proposal, in accordance with Exhibit A. City shall reimburse Contractor or its subcontractors in the event that any of the work undertaken pursuant to this Agreement results in the loss of or damage to any tools, equipment, or materials owned by Contractor and its subcontractors, based on the value of the tools, equipment, or materials at the time they are lost or damaged. (d) 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. 2.2 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incuned 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 this Agreement. All invoices shall include a copy of Contractor's Certified Payroll and proof that Certified Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors providing services under this Agreement, as applicable, with Contractor's first invoice. If these -12- 01203.0023/981706 I 8-12 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A rates change at any time during the term of this Agreement, Contractor shall submit a new list of rates to the City with its first invoice following the effective date of the rate change. 2.3 Payment. 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 arc disputed by City, City will cause Contractor to be paid within 45 days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City's warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within 45 ( days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20 l 04.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than 7 days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law (with respect to any defects in the work performed by Contractor, or otherwise). 2.4 Retention. City will deduct a 5% retention from all progress payments. In accordance with Public Contract Code Section 22300, which is hereby incorporated into this Agreement, City shall permit the substitution of securities for any moneys withheld by City to ensure performance under this Agreement. The retention held by the City shall be released within 60 days after the date of completion of the work per task, as required by Government Code Section 7107. In the event of a dispute between City and Contractor, City may withhold from the final payment an amount not to exceed I 50% of the disputed amount. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Schedule of Performance. Contractor shall begin work within 5 (five) days after receiving a Notice to Proceed from the City and the work is anticipated to be completed within 120 consecutive working days from the date on which Contractor received the Notice to Proceed, provided that the Task Schedule for each Task shall govern. Time is of the essence. If the work is not completed within the time period provided for each Task, liquidated damages shall apply as set forth below. 3.2 Force Ma_jeure 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, -13- 01203.0023/981706. I B-13 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within 10 days of the commencement of such delay notify the Project Manager in writing of the causes of the delay. The Project Manager 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 Project Manager such delay is justified. The Project Manager'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. 3.3 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of $2,500 (Two Thousand Five Hundred Dollars) as liquidated damages for each working day of unreasonable delay in the performance of any service required hereunder. Unreasonable delay is defined to mean work stoppage longer than 5 days that is caused by the Contractor, and docs not include work stoppage due to third parties, materials or equipment failure, delay in materials or equipment delivery, damage caused by land movement, or newly identified Unknown Conditions. Contractor shall under no circumstances be liable to City for any indirect, consequential or exemplary damages arising out of or relating to this Agreement. The City may withhold any accrued liquidated damages from any monies payable on account of services performed by the Contractor. To the extent required by Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the work when such delay was caused by the failure of the City or owner of a utility to provide for removal or relocation of utility facilities. Liquidated damages will be capped at 5% (five percent) of the Contract Sum, as that amount may be updated per Section 2.1. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor's work under this Agreement, either during perf01mance or when completed. If City finds that Contractor's work does not meet the requirements and standards provided in the Bid Document, Contractor shall remedy any defects in the work at Contractor's sole expense following notice by the City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, A1ticles 1 and 5, pe1taining to warranty and indemnification and insurance, respectively. 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 on its behalf with respect to the work specified herein and make all decisions in connection therewith: -14- 0 I 203.0023/981706. I B-14 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Brock Nieuwkoop (Name) Joseph Hakim _____ _ (Name) Rosalio Galindo (Name) Jeremiah Martin (Name) VP, SoCal District Manager (Title) Construction/Project Manager (Title) General Superintendent (Title) On-Site Superintendent (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly confeITed 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 Project Manager. The Project Manager for the City shall be David Copp, Deputy Director of Public Works or any other person as the Director of Public Works may designate. ft shall be the Contractor's responsibility to assure that the Project Manager 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 Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager. The Project Manager shall have authority, if specified in writing by the City Manager or his/her designee, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. -15- 0 I 203.0023/981706. I B-15 DocuSign Envelope ID: OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A 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, or authority over, 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 arc 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 Subcontracting. 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. Subcontractors may be added to resolved Unknown Conditions. All subcontractors shall obtain, at its or Contractor's expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 4.6 Assignment. 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, which shall not be unreasonably withheld. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than 25% of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. This limitation shall not apply to assignments to any company that is a subsidiary or parent company of Contractor. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. Without limiting Contractor's indemnification obligation to the City (as set forth below), 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 -16- 0 I 203.0023/981706 I 8-16 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 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. The Product and Completed Operations coverage under the policy shall extend a minimum of three years after completion of the Project. 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. The 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. The policy shall specifically provide for a duty to defend on the part of the insurer. (b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 0001 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Builder's Risk Insurance. Contractor shall maintain Builder's Risk (Course of Construction) insurance utilizing an "All Risk" (Special Perils) coverage form, with limits equal to the completed value of the Project and no coinsurance penalty provisions or provisional limit provisions. The policy must include: ( 1) 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 pati 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 propetiy or equipment stored either on or off the Project site or any staging area. (f) Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a Contractor's Pollution Liability form or other form acceptable to 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 per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the -17- 0 I 203.0023/981706. I B-17 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8D06188A 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. 5.2 General Insurance Requirements. (a) 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. (b) 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. Cun-ent 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. ( c) Duration of Coverage. Contractor shall procure and maintain ·for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the services hereunder by Contractor, its agents, representatives, employees or subcontractors. ( d) 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. (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 the premium from any payments due to the Contractor. In the alternative, City may cancel this Agreement. (f) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (g) Enforcement of Contract Provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform -18- 01203.0023/981706. I 8-18 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 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 day notice of cancellation ( except for nonpayment for which a IO day notice is required) or nonrenewal of coverage for each required coverage. U) 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. (]) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass Through Clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in confo1mity with the requirements of this Section. Contractor agrees that upon request, all agreements with subconsultants, 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 tem1 of this Agreement to change the amounts and types of insurance required by giving the Contractor 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, -19- 0 I 203 .0023/9X 1706. I 8-19 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-OF6F8O06188A 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. Except as provided below, Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees, agents, representatives, and volunteers ( collectively, "Indemnitees") from and against all liability, loss, damage, expense, cost (including, without limitation, reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's ( or its employees', officers', agents', or subcontractors'; collectively, "Contractor") perfonnance of the work hereunder or its failure to comply with any of its obligations contained in this Agreement, including any injuries to or death of any person (including, but not limited to, workers and the public), or damage to property resulting from the construction of the work or by or in consequence of any negligence regarding the work, use of improper materials or equipment in construction of the work, neglect or refusal of Contractor to faithfully perform the work and all of Contractor's obligations under this Agreement, or by or on account of any act or omission by the Contractor during the progress of the work or at any time before the completion and final acceptance of the Project by the City, except with respect to any loss or damage which is caused by the sole or active negligence or willful misconduct of the Indemnitees as determined by a court of competent jurisdiction. Should conflict of interest principles preclude a single legal counsel from representing both City and Contractor, or should City otherwise find Contractor's legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including, without limitation, reasonable attorneys' fees, expert fees and all other costs and fees of litigation. Contractor shall promptly pay any final judgment rendered against the Indemnitees with respect to claims determined by a trier of fact to have been the result of the Contractor's negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Contractor's obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by the City or any Indemnitees. In instances where City or its Indemnitees is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of the City. -20- 01 203 .0023/981706.1 8-20 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Contractor shall ensure that the performance of any work hereunder is done in compliance with all applicable state, local and federal rules, laws and regulations related to accessibility and reasonable accommodations and modifications for persons with disabilities, including but not limited to the Americans with Disabilities Act as amended, 42 U.S.C. § 1210 I et seq., and its implementing regulations at 28 C.F.R. Parts 35 and 36 (ADA), and§ 504 of the Rehabilitation Act of 1973, as amended, and as applicable, 29 U.S.C. 70 I and the implementing regulations at 24 C.F.R. Parts 8, the Fair Housing Act as amended, 42 U.S.C. 360 I, et seq. and its implementing regulations at 24 CFR Parts I 00, the Fair Employment and Housing Act, California Government Code § 12926, Title 24 of the California Building Code, and any requirements of the City. Contractor hereby agrees to indemnify, defend, and hold City and all City Representatives free and harmless against any and all Losses and Liabilities arising from its failure to perform any work hereunder in accordance with all applicable disability access requirements and requirements under the Americans with Disability Act and its implementing regulations. Contractor's duty to indemnity and hold harmless shall not extend to any impact that drilling operations may have on the land movement, except to the extent such impacts are due to the negligence of Contractor. 5.4 Notification of Third-Party Claims. City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification. 5.5 Performance, Labor, and Warranty Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to the City the following bonds in the form required under the Bid Documents or otherwise by the City Clerk: (a) A performance bond securing the faithful performance of this Agreement, in an amount not less than I 00% of the Contract Sum, as stated in Section 2.1 ("Performance Bond"). (b) A labor and materials bond, securing the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement, in an amount not less than I 00% of the Contract Sum, as stated in Section 2.1 ("Payment Bond"). ( c) The parties reserve the right to negotiate for speci fie warranty bonds as part of each Task Proposal negotiation. Any warranty bonds negotiated as part of a Task Proposal shall guarantee the Contractor's wan-anty under section 1.10 of this Agreement. The bonds shall each contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his/her power of attorney. The bonds shall be unconditional and remain in force during the entire term of this Agreement. City shall release the Performance Bond and Payment Bond when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement, (b) the work for the Project -21- 0 I 203.0023i981706. I 8-21 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A has be finally accepted by the City, and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Payment Bond unti I such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. 5.6 Sufficiency of Insurer or Surety. Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or higher in the most recent edition of Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or larger, unless otherwise approved by the City's Risk Manager due to unique circumstances. In addition, the insurance carrier must be currently authorized by the Insurance Commissioner to transact business of insurance or be on the List of Approved Surplus Line Insurers issued by the State of California. If the City determines that the work to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the bonds required in Section 5.5 may be changed accordingly upon receipt of written notice from the City. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Project Manager 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 Project Manager shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager 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, -22- 0 I 103.0023/981706. I B-22 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Contractor shall promptly notify the Project Manager of said fact, circumstance, technique or event and the estimated increased or decreased cost(s) related thereto. 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 the City and shall be delivered to the City upon request of the Project Manager 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. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as ''works made for hire" as defined in 17 U.S.C. § IO I, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) Information gained or work product produced by Contractor in its 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 Project Manager. (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Project Manager or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other infonnation concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any info1mation or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys' fees, caused by or incu1Ted 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, cou1i order or subpoena from any paiiy regarding this Agreement and the work performed -23- 0 I '.'03.0023/981706. I B-23 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A with respect to the Project. 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 Termination. This Agreement may be terminated m accordance with Sections 6-7 and 6-8 of the Green book. 7.3 Dispute Resolution Process. Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Additionally, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes. For purposes of these procedures, "claim" means a separate demand by the Contractor, after the City has denied Contractor's timely and duly made request for payment for extra work and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from work done by or on behalf of the Contractor pursuant to this Agreement and payment of which is not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount the payment of which is disputed by the City. The following requirements apply to all claims to which this Section applies: (a) Claim Submittal. The claim shall be in writing and include the documents necessary to substantiate the claim. Claims governed by this procedure must be filed on or before the date of final payment. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided in this Agreement for the filing of claims, including all requirements pertaining to compensation or payment for extra work, disputed work, and/or -24- 0 I 203.0023/981706. I 8-24 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon. (b) following fomrnt: Supporting Documentation. The Contractor shall submit all claims in the (i) Summary of the claim, including references to the specific Bid Document provisions or provisions under this Agreement upon which the claim is based. (ii) List of documents relating to claim: (a) Specifications, (b) Drawings, (c) Cla1ifications (Requests for Information), (d) Schedules, and (e) Other. (iii) Chronology of events and correspondence related to the claim. (iv) Statement of grounds for the claim. (v) Analysis of the claim's cost, if any. (vi) Analysis of the claim's time/schedule impact, if any. (c) City's Response. Upon receipt of a claim pursuant to this Section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the City issues its written statement. (i) If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (ii) Within 30 days of receipt of a claim, the City may request in writing additional documentation supporting the claim or relating to defenses or claims tbe City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. (iii) The City's written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater. (d) Meet and Confer. If the Contractor disputes the City's written response, or the City fails to respond within the time prescribed, the Contractor may so notify the City, in writing, either within 15 days of receipt of the City's response or within 15 days of the City's -25- 0 I 203.0023/981706. I B-25 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. (e) Mediation. Within IO business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to non binding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the Patties agree to select a mediator at a later time. (i) If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third patty to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. (ii) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third patty or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section. (iii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this Section shall excuse any fu1thcr obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. (iv) All unresolved claims shall be considered jointly m a single mediation, unless a new unrelated claim arises after mediation is completed. (f) City's Responses. The City's failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this Section, shall not constitute and adverse finding with regard to the merits of the claim or the responsibility of qualifications of the Contractor. City's failure to respond shall not waive City's rights to any subsequent procedures for the resolution of disputed claims. (g) Government Code Claims. If following the mediation, the claim or any portion remains in dispute, the Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, construction claims, and/or changed conditions, including any required mediation, have been followed by Contractor. Ifno such Government Code claim is submitted, or if the prerequisite -26- 01203.0023!98 1706. I 8-26 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date that Contractor completes all contractual prerequisites to filing a Government Code claim, including any required mediation. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted. For purposes of Government Code Section 900 et seq., the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim to the City until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation that does not result in a complete resolutions of all claims. (h) Civil Actions for Claims of $375,000 or Less. The following procedures are established for all civil actions filed to resolve claims totaling $375,000 or less: (i) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code Section 9204 and the procedures in this Section. The mediation process shall provide for the selection within 15 days by both Parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court. (ii) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 ( commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. ( iii) Upon stipulation of the Parties, arbitrators appointed for these purposes shall be experienced in construction law, and, upon stipulation of the Parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the Pariies, except in the case of arbitration where the arbitrator, for good cause, detem1ines a different division. (iv) In addition to Chapter 2.5 ( commencing with Section 1141.10) of Title 3 of Paii 3 of the Code of Civil Procedure, any Party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the reasonable attorneys' fees of the other Party arising out of the trial de novo. 7.4 Waiver. Waiver by any Patty 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. -27- 01203 .0023/981706.1 B-27 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 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 constmed 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 Patty 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 Unfair Business Practices Claims. Pursuant to Public Contract Code Section 7103.5, in entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor fmther 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 Project Manager. 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 this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State -28- 0 I 203.0023/981706. I 8-28 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third pai1y any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation ot: 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 Provisions Required By Law. Each and every provision oflaw and clause required by law to be inse11ed in this Agreement shall be deemed to be inserted herein, and this Agreement shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not conectly inse11ed, then upon application of either Party, this Agreement shall forthwith be amended to make such insertion or correction. 9.2 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 Project Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275, and in the case of the Contractor, to the person(s) at the address designated on the execution page of this Agre.ement. Either Pa11y 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 hours from the time of mailing if mailed as provided in this Section. -29- 01203.0023/981706. l B-29 DocuSign Envelope ID: 0C9108O7-A 1 E4-4B BB-ABC0-0F6FBD06188A 9.3 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. 9.4 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. 9.5 Integration; Amendment. This Agreement, together with the documents incorporated herein (including the Grecnbook and the Bid Documents) and the exhibits attached hereto constitutes the entire, complete and exclusive expression of the understanding of the Parties with respect to the subject matter hereof. 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, a1nngements, 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. 9.6 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. 9.7 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 they are directly or indirectly interested, or in violation of any corporation, paitnership, or association in which they are 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 I 091 or I 091.5. Contractor wa1Tants 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 they have not engaged in any act(s), omission(s), -30- 0 I 203.0023/981706. l 8-30 DocuSign Envelope ID: 0C9108D7-A 1 E4-4 BBB-A8C0-0F6F8D06188A 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. 9.8 Corporate Authority; Successors & Assigns. 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 fonnally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. (SIGNATURES ON FOLLOWING PAGEi -31- 0 I 203.0023/9X 1706.1 8-31 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. ATTEST: APPROVED AS TO FORM: Aleshire & Wynder, LLP Elena Q . CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation CONTRACTOR: MALCOLM DRILLING COMPANY INC., a California corporation By: ___ --+-----~--- Name: Brock N1 l\6(lf0'15°_66_4_20_---____ _ Title: District Manager / Vice President __ DocuSigned by: By: S¢1& ~~ Name: Jason M ~A~tEsss1soM Es --------- Title: Chief Operating Officer / President_ Address:Malcolm Drilling Co ., Inc._ 4926 N. Azusa Canyon Rd. Irwindale CA 91706 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: I) Chairman of the Board, President or any V ice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATrONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTrCLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSlNESS ENTITY. -32- 0120 3 00 23/98 1706. I 8-32 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2024 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the pcrson(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 capaeity(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, 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. 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 0 INDIVIDUAL 0 CORPORATE OFFICER □ □ □ □ □ TITLE(S) PARTNER(S) 0 □ LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER -------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0023!981706. I DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 8-33 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this eertificatt: verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfolness, accuracy or validity ofthat document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2024 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the pcrson(s) whose namcs(s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the pcrson(s), or the entity upon behalf of which the pcrson(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 0 INDIVIDUAL 0 CORPORATE OFFICER □ □ □ □ □ TITLE(S) PARTNER(S) 0 □ UMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDfAN/CONSERV A TOR OTHER -------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 0 I 203.0023/981706. I DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 8-34 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A EXHIBIT A SCOPE OF SERVICES I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the Bid Documents for the Project, including any documents or exhibits referenced therein. II. Brief description of the work to be performed: The Project will consist of an array of underground drains at the toe of the landslide to extract water trapped below ground. The specific location of this underground drain array was selected to target the area of largest movement in the PBL, the southeastern portion of the toe of the PBL. The specific location for this drain mrny is relatively accessible, has a power source nearby, and is close to groundwater discharge points. Another emergency hydrauger underground drain array is anticipated at the head of the PBL to reduce the intensity of artesian pressure at the toe of the PBL by intercepting groundwater flow causing the pressure. This underground drain atTay will be located at the only other practically accessible location at this time, based on rates of land movement and ground conditions. Details of the Project may change as conditions are uncovered by the drilling and installation process. Changes to the scope of the Project shall be reflected in each Request, per Section III, below. The work shall be performed on a 10 hour/day, 6 days/week basis. III. The work shall proceed by Task or Phase (referred to as Task for convenience), the scope of each of which will be provided by the City as soon as the parameters and engineering design for each Task are completed by the City (including any of its consultants), with input from the Contractor, the City's geotechnical engineering consulting firm, and the City's geologist. The following process shall apply. A. Each Task to be performed shall be set forth in a written request ("Request") provided by the City with a description of the work to be performed, and the time desired for completion. All Tasks shall be can-ied out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Contractor shall prepare a "Task Proposal" that includes the following components: 0 I 203.0023/981706. l l. a written description of how the requested Task will be perfonned ("Task Description"), including all components and subtasks required engineering, and including any clarifications of the descriptions provided in the Request; 2. the costs to perform the task ("Task Budget"), including a detailed bid schedule, to be developed using the critical path schedule methodology; and 8-35 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A based on agreed rates in Exhibit A-1, or as may otherwise be negotiated by the parties. 3. a schedule for completion of the task ("Task Completion Schedule"), including a final completion date ("Task Completion Date''). 4. Task Proposals, Task Budgets, and Task Completion Schedules shall be developed while prior Tasks are in process, with the goal of continuous construction on all phases of the Project. C. The Project Manager shall approve the Task Proposal or require modifications in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget, provided that unknown conditions discovered following commencement of work, which could have been discovered despite the Contractor's due diligence, may be approved pursuant to a change order. E. Contractor shall complete the Task and deliver all deliverables to Project Manager by the Task Completion Date and in accordance with the Task Completion Schedule, subject to any extension granted due to schedule impact generated by unknown conditions discovered following commencement of work and approved pursuant to a Change Order IV. 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. Contractor shall provide to City a weekly written summary of progress on all approved Tasks with specific reference to the Project Manager-approved Task Completion Schedule(s). B. Daily Reports will be delivered to the City weekly. Daily Reports must be delivered and accepted prior to any progress payment up until the date that work is being invoiced for. C. Certified payroll will be delivered to the City biweekly. Certified payroll must be delivered and accepted prior to any progress payment up until the date that work is being invoiced for. V. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. VI. Contractor will utilize the following management personnel to accomplish the Services: 01203.0023/981706. \ B-36 DocuSign Envelope ID: OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A A. Brock Nieuwkoop, VP, SoCal District Manager B. Joseph Hakim, Construction/Project Manager C. Rosalio Galindo, General Superintendent D. Jeremiah Maitin, On-Site Superintendent 0 I 203.0023/981706.1 B-37 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 0 1203 .0023/981706.1 EXHIBIT A-1 CONTRACTOR'S BID PROPOSAL [Attached] 8-38 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 0 l 203.002319~ 1706. l EXHIBIT B CONTRACTOR'S STANDARD TERMS AND CONDITIONS [ Attached] 8-39 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 0 1203 0023/981706. I EXHIBIT C BOND FORMS 8-40 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8O06188A PERFORMANCE BOND WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to work follows: entitled as Contractor ("Principal"), a Contract for the and described as ------------------------ WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ($ _______ ), this amount being not less than one hundred percent ( l 00%i) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be pcrfonncd thereunder. Executed on 20 ---------------- PRINCIPAL (Seal if Corporation) By ________________ _ Title _______________ _ (Attach Acknowledgment of Authorized Representative of Principal) 01203.0023/981706. I 8-41 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8D06188A Any claims under this bond may be addressed to: of California) (Attach Acknowledgment) APPROVED: (Attorney for CITY) NOTICE: (name and address of Surety) (name and address of Surety's agent for service process in California, if different from above) (telephone number of Surety's agent m SURETY By _____________ _ ( Attorney-in-Fact) No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. 0 I 203.0023i9R 1706.1 8-42 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A PAYMENT BOND (Labor and Material Bond) WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to work follows: entitled as Contractor ("Principal"), a Contract for the and described as ------------------------ WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ($ ______ ~), this amount being not less than one hundred percent ( l 00%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: ( 1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinety, used in, upon, for, or about the perfo1111ance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or ( 4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section l 3020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees inCLmed, with or without suit, in addition to the above sum. Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder. 012030023/98 I 7()15. I B-43 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Executed on _______________ ,20 __ . PRINCIPAL (Seal if Corporation) By ________________ _ Title ----------------- (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: California) (Attach Acknowledgment) APPROVED: (Attorney for CITY) NOTICE: (name and address of Surety) ( name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent 111 SURETY By _____________ _ (Attorney-in-Fact) No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. 0 I 2!13.0023198 I 706 I 8-44 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A WARRANTY BOND WHEREAS, the CITY OF RANCHO PALOS VERDES ("City") and ____________ , ("Contractor") have entered into an agreement for [describe project or work]; and WHEREAS, Contractor is required under the terms of the Agreement to furnish warranty security for the work performed pursuant to the Agreement in the amount of 10% of the Contract Sum, to guarantee replacement and repair of the improvements as described in the Agreement for a period of one year following the date of recordation of the notice of acceptance of the Improvements against any defective work or labor done, or defective materials furnished. NOW, THEREFORE, we, the Contractor, and ___________ , as Surety, are held and firmly bound unto the City for the sum of $ ___ being not less than 10% of the amount payable by the terms of the Agreement, for the payment of which sum well and truly to be made we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. The condition of this obligation is such that if Contractor shall indemnify City for all loss that City may sustain by reason of any defective materials or workmanship which become apparent during the period of one year from and after acceptance of the improvements by the City Council, then this obligation shall be null and void; otherwise, this obligation shall remain in full force and effect. As a part of the obligation secured hereby and in addition to the amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees incurred by City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered. Surety's obligations hereunder are independent of the obligations of any other surety for the performance of the Agreement, and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them 0 I ]03 0023/9/i I 706. I B-45 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A without impairing the City's rights against the others. No right of action shall accrue on this bond to or for the use of any person or corporation other than the City or its successors or assigns. Surety shall provide City with thirty (30) days' written notice of Contractor's default prior to Surety terminating, suspending or revoking the bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the Plans & Specifications accompanying the same shall in any way affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the work or to the Plans & Specifications. [signatures on next page] 0 I 203. ()()23/98 / 7()6 / B-46 DocuSign Envelope ID: 0C9108D7-A 1 E4-4B BB-A8C0-0F6F8D06188A IN WITNESS WHEREOF, the above-bound parties have executed this instrument under their seals on ______ , 20_, the name and corporate seal of each corporate body being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Note: To be signed by Contractor and Surety and acknowledgment and notarial seal attached. /JI .!03. 0023/98 I 706. I By (Contractor) Signature Print Name Title (Surety) (Address) B-47 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A By Signature Print Name Title 01203. ()()23/98 / 706. I 8-48 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 01203.0023/981706.1 EXHIBIT C INSURANCE FORMS 8-49 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A WORKERS COMPENSATION INSURANCE CERTIFICATE Description of Contract: City of Rancho Palos Verdes Project: ____________________ _ Type of Insurance: Workers' Compensation and Employers' Liability Insurance THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of A11icle 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner. The Company will give at least 30 days' written notice to the City and Engineer/ Architect prior to any cancellation of said policy. POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY Named Insured (Contractor) Street Number City and State 0 I 203.0023/981706.1 Workers' Compensation: Statutory Limits Under the Laws of the State of California Employers' Liability: $ Each Accident $ _______ Disease -Policy Limit $ ______ Disease -Each Employee Insurance Company Street Number City and State By ________________ _ (Company Representative) (SEE NOTICE ON NEXT PAGE) B-50 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Insurance Company Agent for Service of Process in California: Name Agency Street Number City and State Telephone Number This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein. This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, tern1, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy. NOTICE: No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company. 0 I 203.0023i98 I 706. I 8-51 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BB B-A8C0-0F6F8D06188A ADDITIONAL INSURED ENDORSEMENT COMPREHENSIVE GENERAL LIABILITY Name and address of'namecl insured ("Named Insured") Name and address o/1nsurance Company ("Company") General description of agreement(s), permit(s), license(s), and/or activi(v(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The ____________________________ _ ("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers arc additional insureds (the above named additional insureds are hereafter referred to as the "Additional Insureds") under the Policy in relation to those activities described generally above with regard to operations perfon11ed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional [nsurcd against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits ofliability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold han11less provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional [nsureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits ( except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested., not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard 0 I 203 0023i98 I 706. I B-52 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A to operations perfonned by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275. 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WlllCH THIS ENDORSEMENT ATTACHES POLICY PERIOD FROM/TO LIMITS 01' LIABILITY I I. Scheduled items or locations arc to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: o Contractual Liability n Owners/Landlords/Tenants □ Manufacturers/Contractors □ Products/Completed Operations □ Broad Form Property Damage □ Explosion Hazard n Collapse Hazard □ Underground Property Damage □ Pollution Liability □ Liquor Liability □ Extended Bodily Injury □ Broad Form Comprehensive General Liability Endorsement □----------------- □----------------- □------------------ 12. A □ deductible or □ self-insured retention (check one) of$ ___________ _ applies to all coverage(s) except: ___ _ (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on ________ at 12:01 a.m. and forms a part of Policy Number ______ _ (signatures on following page) 01203 .0023/981706.1 B-53 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A I, ___________________________ (print name), hereby declare under penalty ofpetjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof~ I do so bind the Company. Executed _______________ , 20 ____ _ Telephone No.:( __ _ 0 I 203.0023/981706. I Signature of Authorized Representative (Original signature on!v; no facsimile signature or initialed signature accepted) B-54 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ADDITIONAL INSURED ENDORSEMENT AUTOMOBILE LIABILITY Name and address olnamed insured ("Named Insured") Name and address of1nsurcmce Company ("Company') General description of'agreement(.1), permit(:,), license(s), and/or activi(Y(ie.1) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows: 1. The ___________________________ _ ("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter refe1Ted to as the "Additional Insureds") under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shal I be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits ofliability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement( s) or pc1111it( s) designated above, between the Named Insured and the Additional lnsureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits ( except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard 01203 0023/981706 I B-55 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A to operations perfonncd by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEivlENT ATTACHES POLICY PERIOD FROM/TO LIMITS OF LIABILITY I I. Scheduled items or locations arc to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes: □ Any Automobiles □ All Owned Automobiles □ Non-owned Automobiles □ Hired Automobiles u Scheduled Automobiles □ Garage Coverage □ Truckers Coverage □ Motor Carrier Act □ Bus Regulatory Reform Act □ Public Livery Coverage □ □ 12. A □ deductible or □ self-insured retention (check one) of$ ________ _ applies to all coverage(s) except: ___ (1f11one, so state). The deductible is applicable □ per claim or □ per occuJTence (check one). 13. This is an □ occurrence or □ claims made policy (check one). 14. This endorsement is effective on ____ at 12:01 a.m. and forms a part of Policy Number (signatures on following page) 01203.0023/9~ 170(, I 8-56 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A I, ___________________________ (print name), hereby declare under penalty ofpe1jury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed __________________ , 20 __ Telephone No.: ( __________ _ 0 I 203.0023/98170(, I Signature of Authorized Representative (Original signature on(v; no/c1csimi/e signature or initialed signature accepted) 8-57 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ADDITIONAL INSURED ENDORSEMENT EXCESS LIABILITY Name and address of'named insured ("Named Insured") Name and address of Insurance Company ("Company") General descnjJtion olagreement(.1'), permit(.,), license(\'), and/or activi(v{ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the "Policy") or in any endorsement now or hereafter attached thereto, it is agreed as follows: I. The ___________________________ _ ("Public Agency"), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter refeiTed to as the "Additional Insureds") under the Policy in relation to those activities clcscribecl generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy. 2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Aclclitional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy. 3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability. 4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy. 5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold hannless provision(s) contained in or executed in conjunction with the written agreement( s) or permit( s) designated above, between the Named Insured and the Additional Insureds. 6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits ( except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) clays prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement. 7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds. 0 I 203.0023/98170(, I B-58 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance. 9. This endorsement and all notices given hereunder shall be sent to Public Agency at: City Manager City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 I 0. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached. TYPE OF COVERAGES TO WHICH THIS ENDORSEMENT A TT ACHES □ Following Form □ Umbrella Liability 0 POLICY PERIOD FROM/TO ------------------ 11. Applicable underlying coverages: INSURANCE COMPANY POI.ICY NO. LIMITS OF LIABILITY AMOUt\T 12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages: ____________________________________ _ 13. A :::i deductible or □ self-insured retention (check one) of$ _________ _ applies to all coverage(s) except: ___________________________ _ (ilnone, so state). The deductible is applicable □ per claim or □ per occurrence (check one). 14. This is an □ occurrence or □ claims made policy (check one). 15. This endorsement is effective on ____ at 12:0 I a.m. and forms a part of Policy Number ___ _ 0 I 203 002Y9~ 1706. I 8-59 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A (signatures on following page) I, ___________________________ (print name), hereby declare under penalty of pe1jury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company. Executed ______________ , 20 __ Telephone No.: ( ___ ) ~- 0 I 203.0023/981706. I Signature of Authorized Representative (Original signature only; no.fczcsimile signature or initialed signature accepted) B-60 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment No. 1 Contractor's Bid Proposal B-61 ----DocuS ign Envelope ID : 0C9108O7-A 1 E4 -4BBB-A8C0-0F6F8O061 88A w M~~t;~!-M April 02, 2024 Attention: Ramzi Awwad Public Works Director Department of Public Works 30940 Hawthorne Blvd . Rancho Palo s Verdes, CA 90275 Subject: DRAFT Proposal for Installation of Hydrauger Arrays E-1 and E-2 Portuguese Bend Landslide Rancho .Palos Verdes, California Dear Mr. Awwad: Malcolm Drilling , Inc. (MDCI) is pleased to present the attached "DRAFT" proposal to the City of Rancho Palos Verdes (City). The content of this proposal is based upon the remedial design for the Portuguese Bend Landslide (PBLS) developed by Geo-Logic Associates , Inc. (GLA). MDCI understands that the remedial measures will be implemented in two phases . Our draft proposal is for Phase I of the remedial project (project) which calls for the installation of hydrauger arrays E-1 and E-2 Lower (directionally drilled and installed by our subcontractor). Each well profile geometry is established and developed based upon investigation bores installed by MDCI under direction of GLA and interpretation of the data collected by GLA . A series of exploratory wells (sonic drilled) with instrumentation will be employed to determine the actual phreatic and artesian surface within each array prior to finalizing the hori zontal well profiles. Our proposal is based upon information conveyed to MDCI by GLA, i.e . several iteration of Interim Drawings Not issued for Construction , Site Visits , meetings and presentations. MDCI also reviewed preliminary remedial design drawings developed by GLA and provided cost analysis for its completion (Please refer to Attachment 5 Annotated Drawings . This proposal contains the following information : • • • • • Detailed breakdown of anticipated unit prices and daily costs , as anticipated and available information at this point of the project A rough order of magnitude of the estimated total cost of phase I of the project, including cost of installation of E-1 and E-2 "lower" arrays by our subcontractor. An approach to value engineering, i.e., an approach that allows for design/implementation modifications as project progresses. Tentative project schedule (i .e., anticipated total duration of the project); Brief information on made-made materials that will be used as a part of this project (e.g., for grouting and crack -infilling purposes). MDCI understand that the success of this project depends on value engineering, i.e., on our close collaboration with the design engineer, GLA and Hout Construction Services (HCS) who to our understanding will be overseeing the project on behalf of the "City" in a role of an overall Construction Manager. MDCI is committed to close collaboration with GLA and their Engineers and Geologists. To facilitate your review of the proposal, an attempt has been made to delineate project roles (MDCI , GLA, HCS and CI TY) and roles of other stakeholders involved in this project (e .g ., our subcontractors Malcolm Drilling Company, Inc. Con trac t or's Lic e ns e No . 2 59 5 4 3 DIR Public Works Con t ractor Registration No. 1000003 389 B-62 ---DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A wM~~~~!-M and the City). The proposed scope of work includes: • Mobilization of equipment and resources to the project site; i.e. Grading Equipment, Sonic Drilling equipment, Directional drilling equipment etc . • Perimeter fencing where required, access routes and set up SWPPP: o Install erosion control measure, only silt fence , fiber rolls and construction entrance , and remove items at the end of the job. o Access to the E-1 Array will be from the existing paved street , Palos Verdes Drive South . A narrow, elongated parking strip located to the northeast of the street has been designated as the work area for the E-1 well array installation . We anticipate that some earthwork will be required to provide a 150ftx150ft work pad. (enough pad to orient the drill rig with the desired alignments for wells oriented to the southwest through west. o Access to the E-2 Lower array will require modification of "ISHIBASHI Farm Trail and PEPPERTREE Trai l" into a temporary access road, as well as drill pad construction. o Access to Dual-Purpose boreholes· (sonic drilled) "lnstrumention/Dual Vertical Boreholes" • Backfilling of cracks/ Fissures in the vicinity of E-1 (this is required to access locations for advancement of dual-purpose boreholes/instrumentation holes (sonic bores)); • Installation of necessary dual -purpose boreholes; required for defining geometry and well profiles for installation of E-1 array drains; consists of sacrificial stand pipe piezometers , vibrating wire piezometers, gyro points, and sacrific ial in clinometers; exact instrumentation needed in borehole to be determined by EOR. • Installation of E-2 array drains based on currently observed field cond ition s (access established in March 2024) and guidance provided by EOR; • Other items required for successful completion of this project (access grading, removal of cuttings , provide pumps for E-1, facilitate water conveyance to the Klondike canyon for E-1 and to the existing corrugated metal pipe for E-2, etc.). • Adherence to safety protocols and regulations to ensure the well -being of our personnel and the surrounding environment. MDCI understands the urgency associated with the execution of this project and is fully committed to its success. MDCI is available to mobilize on -s ite on April 9, pending the completion of contract agreement. MDCI estimates that the cost of the proposed installations will be in the range of $9,000,000 .00 and that the duration of Phase I of the project will consist of 100 working days based on 10-hour workdays; and 6-day work week. Attached please find MDCl's DRAFT standard contract for your review and consideration. We are eager to discuss the details further and address any questions or concerns you may have. Malcolm Drilling Company, Inc . Contracto r 's Lice nse No. 259543 DIR Public Works Contractor Registration No. 1000003389 B-63 ---DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A wM~~~~!-M DRAFT Proposal for Installation of Hydrauger Arrays E-1 and E-2 The Scope of grading and site preparation work in addition to the backfilling of cracks/fissures work activities will be dependent on site constraints and are to be performed on a Time and material basis plus reasonable overhead and profit. Labor and MDCI Owned equipment shall be compensated at the rate below, Materials, Subcontractors and any additional directed work shal be compensated at cost plus 15% . CRAFT CLASSIFICATION S T RATE OT RATE DT RATE MANAGEMENT LABOR Project Mana ger $157.96 $157.96 $157.96 Project E ngine er $107 .7 6 $10 7.76 $107.76 Safety Re pres entati ve $129.64 $129.64 $129.64 S up erintendent $193.92 $244.8 1 $295 .70 DIRECT CRAFT LABOR Foreman $18 1.19 $2 40.28 $299.34 Laborer $122.8 1 $159 .64 $196.47 Operator Group $158.6 2 $20 7.4 1 $256 .20 Drill Ri g Operato r OP -$159.47 $2 08 .65 $257 .80 Co ncrete Pump Oper. $15 8.04 $2 06.56 $255.0 8 S ubsistence / Per Diem * $160 .00 Per Work day *Anticipating having 3each (at least) resources on subsistence. MDCI OWNE D NUM BER KEY EQUIPMENT DESCRIPTION PLA NNED Hr . RATE Klemm 807 (Fiss ures /crack Backfilling) 1 $ 4 l 1.00 Co nc rete Pump I $ 116.00 Pickup truc k 3 $ 30.00 W e ldin g truck (including 500 Amos welding machine) 1 $ 45.00 Komatsu PC 128 Excavator 1 $ 94 .00 Air C ompress or 900cfm I $ 239.00 Please refer to attachment 3 for the anticipated breakdown of crew sizes, equipment and Costs for the following anticipated scope: • Coordination of requ ired Permitting and submittals - • Mobilization of required equipment • Potholing for utility locates • Work Perimeter fencing, access routes, dri llin g pads and set up SWPPP • install erosion control measures • Clear and Grub work area and laydown area • Provide support for directional drilling operation; • Ground water control : Flow rates measurements, Connect drainage system from E-1 and E-2 drains to Klondike Canyon and the existing water pipeline respectively . Malco lm Drilling Company, Inc. Contractor's License No. 259543 DIR Public Works Contractor Registration No. 1000003389 B-64 --Do cuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D061 88 A wM~~o~~!-M Instrumentation Dual Purpose Sonic Borings "ANTICIPATED" (BASELINE) SCOPE OF WORK: Well location, depth , screen length, setting of VWP and inclinometers will be based on field conditions and at the direction of EOR. All work is to be accomplished per the direction of HCS , which will closely be collaborated with EOR. MDCI does not guarantee performance of the work in any way and/or completion schedules and MDCI will only perform work which is solely determined by MDCI to be safe for our personnel and within the safe limits and capabilities of our equipment. The drilling operations performed by MDCI and/or its subcontractor may impact the current slide conditions. Owner shall defend , indemnify, and hold MDCI and/or its subcontractors harmless from any and all liability suits , claims , costs , and expenses, including reasonable attorneys ' fees which may arise out of a change in the slide conditions due to the performance of Constructor's Work hereunder • Mobilization of Sonic Rig, equipment, and tooling to site . • Install 7 each proposed instrumentation wells located at E-1. 11 thru 17 in locations shown on attached plan. Wells are to be drilled to a depth of 150'. Install 3" inclinometer casing , and grout in place 1 VWP at each well. Any other instrumentation is required to be supplied by others. Each borehole depth and installed features can be determined in the field based on the location characteristics . • Install 5 Each proposed instrumentation wells located at E-2. I 9 thru 113 in locations shown on attached plan . Wells are to be drilled to a depth of 150'. Install 3" inclinometer casing, and grout in place 1 VWP at each well. Any other instrumentation is required to be supplied by others . Each borehole depth and installed features can be determined in the field based on the location characteristics . • During the Drilling, Continuous Sampling of the soils will be provided. T his will be achieved with the "sonic" type of specialty rig. Logging will be done by the EOR. • Methods of drilling the borings: On the deeper soil boring MDCI will start with a 12" borehole to a depth of 10'. Once the bore hole is complete, 3/8 bentonite chips will be installed and will be hydrated as installed. MDCI will then move to the next holes and install the surface seal at each location . On the next day MDCI will return with a drill through pan (see Attached Photos) The pan will have a 5'x1 O" stub out the bottom that will be wet set into the bentonite seal to create a seal between the borehole and the pan. This will allow the water to come up the drill casing and discharge into the drill pan . (As an alternate we may choose to run 30 ' of 1 O" pipe as the seal and drill through the 10" with 9.25 this would force the water into the pan for collection). From the pan the water will be collected using the mud pump attached to the hydraulics of the drill. The water will be pumped from the pan to a settlement tank then will gravity feed from the tank to the HOPE pipe allowing the collected water to safely convey down the hill not causing additional washout. If during drilling water is allowed to be disposed on the ground surface the pan and seal will act as a water collection if the artisan flow is greater than expected . In addition to the water control measures MDCI will have onsite 2 inflatable packers to be used to mitigate the uphold water pressure if we are unable to seal the well or control the flow. This would allow for the decommissioning of the well if needed . Malcolm Drilling Company, Inc . Cont ractor 's Lic e ns e No. 259543 DIR Public Works Contractor Registration No. 1000003 3 8 9 8-65 DocuSign Enve lope ID : 0C910 8O7 -A 1 E4-4BBB-A8C0-0F6F8O06188A w -~~«;~!-- ESTIMATED PHASE I PROJECT COSTS-INSTRUMENTATION DUAL-PURPOSE SONIC DRILLING HOLES 11-I 7 Drilling -All to a depth of 150' Item No. Descr ipti on Qty Unit Un it Pr ice Total Fixed Price 1 Mobi Ii zation 1 EA $ 27,500.00 $ 27 ,500.00 2 De mobiliz ation 1 EA $ 23 ,500.00 $ 23 _.500.00 3 Sonic dri II ing day rate 16 Day $ 16,535 .00 $ 264 ,560.00 4 Cons u mables-Initia l startup 1 LS $ 146,275.00 $ 146,275 .00 5 Cement-Pa llet 3 EA $ 770.00 $ 2,310.00 6 Bentonite Gel -Pal let 2 EA $ 856.00 $ 1,712.00 7 Sample Ba gs 7 Roll $ 350.00 $ 2,450.00 8 Incl i nornete r Casi ng-10' st i ck 105 EA $ 177.00 $ 18,585.00 9 Vibrat i ng wire 150' 7 EA $ 856.00 $ 5,992.00 10 lnclinorneter· Anchor 7 EA $ 256.00 $ 1,792.00 11 Wate r truck and assoc i:ite d water 1 LS $ 8,000 .00 $ 8,000.00 TOTAL $ 502,676.00 I9thru 113 Drilling to a depth of 150' Item No. Descripti on Qty Unit Un it Price Total Fixed Price 12 Mobi Ii zation 1 EA $ 27,500.00 $ 27,500 .00 13 Demob iliz ation 1 EA $ 23,500 .00 $ 23,500.00 14 Sonicdr·illing day r:ite 12 D:iy $ 16,535.00 $ 198,420.00 15 Consumables -Second dr·illi ng section 1 LS $ 65,000.00 $ 65,000 .00 16 Ce rnent -Pal let 2 EA $ 770 .00 $ 1,540 .00 17 Bentonite Gel -Pa ll et 1 EA $ 856.00 $ 856.00 18 Samp le Bags 5 Roll $ 350.00 $ 1,750.00 19 Incl i nornete r Casi ng -10' stick 80 EA $ 177 .00 $ 14,160.00 20 Vibratingwir·e 150' 5 EA $ 856.00 $ 4,280.00 21 Incl i norneter· Anchor 5 EA $ 256 .00 $ 1,280 .00 22 Wate r Tr uck :ind associatd water· 1 LS $ 8,000.00 $ 8,000.00 TOTAL $ 346,286 .00 DRAFT GENERAL CONDITIONS: 1. A Proj ect Daily Report (PDR) or Extra Work Report (EWO) will be comp leted by MDCI authorized represe ntativ e. The PDR /EWO shall be submitted to the Prim e Contractor's representative for a pprova l daily. 2 . All work is to be accomplished per the direction of the Prime Contractor 's representative. MDCI do es not guarantee performance of t he work in any way and/or co mpl etion sc hedu le s and MDCI will only perform work whi c h is so lely determ in ed by MDCI to be safe for our personnel a nd within the safe limits a nd capab ilities of our equipm ent. 3. Rates are s ubj ect to union wage increases a nd fl uctu ation of trucking costs. 4. MDCI to provide fuel for eq uipm e nt. 5. Equipment standby rates will be c harged at 0.5 of equipment rates.(Negotiable) 6. Costs for material, rental equipment, subcontractor invoices, sh ippin g costs, small tools and other miscellaneous items not listed above will be c harged at invoice plus 15%. 7 . MDCI has exc lud ed any off-s ite hauling of spoils . MDCI assumes that the s poil s generated by t he Malcolm Drilling Company, Inc. Contractor's Lic e nse No. 259543 DIR Publi c Wo rks Contractor Registration No. 1000003389 8-66 DocuSign Envelope ID: 0C9108D7-A 1 E4 -4BBB-A8C0-0F6F8D06188A w M~~,~~!-M works can be disposed of on-site. Directional Drilling Array E-1 and E-2 Lower, please refer to attachment 2 for more details. We look forward to working with you on this project. Please contact me at 626-483-9805, or by email jhakim@malcolmdrilling.com , if I can provide further assistance or clarification. Sincerely, Joseph Hakim Estimator/ Project Manager Brad Jones Estimator/ Project Manager Attach men ts: 1) Pricing Breakdown 2) Ellingson -OTO Technical Proposal for Array E-1 and E-2 3) MDCI Statement of Qualifications 4) Draft Contract Agreement 5) Schematic Annotated Drawings Malcolm Drilling Company, Inc. Contractor's License No. 259543 DIR Public Works Contractor Registration No. 1000003389 B-67 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment 1 Project Estimated Pricing Costs 8-68 Do cuSig n Envel o pe ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ESTIMATED TOTAL PROJECT COST CONTRAC TOR :1•-------M-,-,,-0-,m-□-,-ill-;n_g _C_om_p_>_n_y _ln-,.-----"''-'-"-"'-,1 PROJECT DESCRIPTION : '------'P-'B"'L'-S ~_'--Phc.c•c.c"cc.'ea-a..c•c...·1'--&'-E'-·'-2 c.clo.c.wcc°'----f-----, REVISION#: SUBM ITTED BV {Name):~---°'~""'~H_a._m __ ___, LUMP SUM CHARGES MOBILIZATION FCR EOU!P,',.'E NT I DEMOBlUZA TION FOR EQUIPMENT I OTHER Trai ning I TOT AL LUMP SUM TIME AND MATERIAL COSTS REIMBURSABLE INDIRECT CRAFT LABOR, STAFF & SU PERVISION · Hour s and cost& for all s u pport staff (not direc tly invo lved with the actual work), c lerlcal and supervision. Supervision & Indirect Staff -Hours and costs for all support s t.iff (not direc tly involved with the actual work), c lerica l and s upervision. NUMB ER SHIFT OUH,\TION TO T,\L TOTAL TOTAL TOTAL TOTAL TOT/IL TRAVEL CRAFT CLASSIF ICATION PLANNED PATTERN (DAYS) ST HOURS STRATE OT HOURS OT RATE OT HOURS OT RATE HOURS u\BORCOSTS ALLOWANCE Pr~t Manage, 75 ""' s 157.96 157.96 0 s 157.96 600 s 94.77360 ProjectEngineef 100 aoo s 107.76 200 s 107./6 0 ; 10776 1,000 ' 107.750.00 SafetyRepres!!l\!ative 75 ,oo s 129.S.: 0 s 129.64 0 s 129 .64 600 s 77,781 60 Supmint!tod8fll 100 800 s 193 .92 200 s 244.8 1 0 s 295.70 1,000 s 204.098-40 0 ' TOTAL 4 -:>< 2.800 -=-=--400 -=-=-0 -=--::-3.200 s 484.41 3.60 s REIMBURSABL E DIRECT CRAFT LABOR -AU craft labor, working foreman levol and below. lnc ludo Direct Labor+ Fringes & Taxes (i.o., FICA, FUTA, SUTA , omp loyn1ont ta:a:os., Wo1kman•s Comp , Health lns., Rel l1omer1t, etc.) CRAFT CLASSI FIC ATION Fl ,sy,orCrackfllllng F()(eman Labo(ergroo p for\Ml-O•Clllla10l"0p1",1:8\0fGroup OnllRigOpe,alor CoocretePumpOper. TOTAL NUMBER SHIFT PLANNED PATTERN DURATION (DAYS) 100 36 36 CONTRACTOR"S REIMBURSABLE OWNED EQUIPMENT jSff Li,g•nd fo, du cripllon•J ESTIMATE B,\SIS EOU1Pr..1ENT DESCRIPTION START OT ENO DATE Klar.m 807 (Fissures!ttack Back1ihnq} ConcretePurrp Pi<:kuptnlck Welding tn.,ck (includll'IQ 500 Amps weld'ng mlKhine) Kcmaisu PC 128 Excavntor Air Compressor 900c:fm TOT AL REIMBURSIBLE 3RD PARTY EQUIPMENT !Sn Leg ,nd lorduc,lptlonsJ ESTIMATE 8.\SlS EQUIPMENT DESCRIPTION START OT END DATE MINI -EXC>\VA TOR 4000-4999 LAS OSL ROPS LIGHT TOWER VERT MAST MAN NARROW BODY BI\CKllOE ?0-971 IP -IWD CAB EXTENOAI lOE DSL TRENCHER RIDE-ON J5--19HP DSL COMPACf TRACK LOADER 2000-2J99L8 CAB TELEHANDI.ER 120llel.B 55-56FT UFT ROPS 20KW GEN£RA TOR DSL PUW.P TRASH 21N GAS PUMP TRASH 41 N GAS TRUCK WATER 4000 GALLON OSI. T9TipO""arySf)IIIBerm 12"x50' DOZER D4/DOK W 'SLOPE BOARD Steel Plates Roll otfT.viks TrailerVac Pumµvacassist TOTAL RE IMBURSABLE MATERIALS (SH Ltg•ndlor dn cr!p1lon1\ ITEl.l DESCRIPTION lsksandccment slu1rvforbackfilllno V8/"11.X.Jsccnsumabl&s VariousPli,jn<1(bumtoOriiins.m.-.nifoldselc) Varioos mo!criats cst,mn!od for E-1 and E-2 Arrrr/da<c<:!IOrnll drihng {E LLINGSON OTO) RE IM B URSAB LE 3RD PARTY SUBCONTRACTOR JS" L-e•nd for dncrlpt lon•I ITEM DESCRIPTION Estimilled Directiooal drill.llQ E-1 1md E-2 (ELLI NGSO N OTO) lnuurnentation Dual Purpose Sonic Hcies (MDCII TOTAL ST HOURS NUM£3 ER PL,\NNED NUMBER PLANNED QUANTITY QUANTITY aoo s ,oo aoo 288 s 288 s 2,976 STRATE 181 .1 9 12281 15862 159.47 158.04 TOTAi. TOTAL OT HOURS OT RATE OT HOURS OT RATE 200 5 24028 s 29934 200 s 159.64 s 196.47 200 s 20741 25620 72 s 20865 25780 72 s 20656 s 255.08 II ESTIMATED BILLING UNITS (Per Pi ece of Eq uipment) •· USE ONLY ONE COLUMN PER LINE •• TO TAL HOURS 1.000 1.000 1.000 360 360 3.720 RATE 110URS DAYS WEEKS MO NTHS OTHER 41100 360 116.00 360 3000 1000 45.00 720 9'1.00 woo 23900 360 II EST!MATE O Bil.LING UNITS (Per Pl tce of Equipment) ". USE ONLY ONE COLUMN PER UNE •· RATE HOURS 74,1500 6.20500 7.990.00 8.17500 /,905.00 9fl9500 2,8 10.00 60000 1,02000 8,120.00 72~ 30 6,015.93 15.00 1,259.09 420.00 18000 TOTAL ES TIMATED CHARGES 5172.50 $57,500.00 51 15,00000 $838,925.00 $0.00 11,011,597.50 TOTAL ESTIMATED CHARG ES 5S,256,075.00 $848 ,962 .00 $0.00 S0.00 $6,105.037.00 DAYS WEEKS MONTHS OTHER ,., ,., ,, ,., 100 100 100 ' s s s s s TOTAL LABOR CO STS 193,00762 130.178.7 1 168,38266 60.9,-18.73 60.3&832 61 2.906.03 TOTAL EST IMATED CHARGES 147,960.00 41 ,760.00 90,000.00 32,400.00 94.000.00 86.040.00 180,0-40.00 TOTA L ESTIMATED CHARGES 38,424.38 6'.221 .75 40,908.311 102,413.25 14,541.75 1,140.00 5,278 .50 42 ,021.00 15,096.51 62,264 .88 13.800.00 32.578.95 48,300.00 20.70 0.00 504,689 .34 TOTAL TRAVEL ALLOWANCE s DATE : 4131202 4 S<I0 ,000.00 S40,000.00 $80,000.00 AVERAGE RATE S DAILY PEROIEM OAILY PER DIEM TOTAL PER DIEM TOTAL 94.773.60 107,7 60.00 77.781.60 204,098.4 0 I '81,113.60 AVERAGE RATE $ 164.76 TOTAL PER DtE M 193,007.62 130.178.71 168,382 .66 60,948.73 60,388.32 S 912.906.03 TOTAL ESTIMATED PROJECT COST I $8 ,978 ,683 .47 B-69 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment 1.1 Breakdown Estimated Pricing Costs Instrumentation Dual Purpose Sonic Holes (MDCI) 8-70 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A Item Mobillzation/Demobllizatton Mobiliwtion to RPV Demobil!zation froin RPV , Day Rates -Sonic Drilling• 1 Rig Sonic Drilling Day Rote -12 Hours (M·S) :standby Day Rate. Sonic Drill Only ,Stcindby Day Rate Equipment and Crew M"F . Day Rates -Installation of HOPE 2 rnan installation crew for discharge 1:2 Hours (M·S) Stanctby Day Rate -Equipment and Crew Drilling Consumables and Materials Consumables (bits, core barrels, bag liner. spare parts, etc) 1 Rig '4.mch PVC {Sch 40) well scrccn•10' length 4•fnch PVC (Sct1 40) solid· 10' length '2·HlCll PVC (Sch 40) solid· 20' sticks Annulm Fiiter Pack (sandff8J 3000 pounds Annular Seal Bcntonite Chips -Pallet :Portlanct Cement -Pallet Bcntonite Gel • Pallet Sample bags lnclmometer casing 10' sticl, Inclinometer Anchor Vibrating wire P1ezomcter 300' ,Vibrating wire P1ewrneter L50' Data Logger with UU11um D Cell 3.6V l9AH Dewatenng pump 300' deptt1 55 GPM 2 Pl1ase ,ocwatcnng pump 150· depth 55 GPM 3 Pl1ase Bottom cap and we!! seal 4•incll Pump Box Pan 8" HDPE DR 17 Health and Safety Other 'Subtotal Local Sales Tax 10.1.l, on Materials anc! Consunwbles Grand Total RANCHO PALOS VERDES EMERGENCY REPAIR 2024 DRILLING PROGRAM LUMP SUM AND UNIT RATE WORK SHEET Qty Unit Unit Cost Notes 0 0 0 LS 27,500.00 RT to prov1c!e contract transportation from Irwindale to site. Mobilization includes equipment, material, and crew personnel getting to tile site. LS 23,500.00 RT to provide contract transportation to Irwindale fron1 site. Demobilization includes equipment and crew personnel getting back to lr,vinda!e from the site< LS Day $ 16,535.00 All equipment, resources, and crew on-site conducting clr11ting activities. Day $ 3.169.00 No active (!rilling activies, equipment ons1te. anc! crew off•site. Cost is half of the day rate for the sonic drill. and full rates for a!I other equipment onsite. Day $ 7 ,550 _00 ~;,u~~ment and crew onsite. work stopped all day. Cost is half of the day rate for tho sonic dn11, full rates for al! other equipment onsite. and crew is paid for 8 Day 1, 5.993.00 Includes al! equipment, recources and crew on•s1te conducting 1nstal!at1on activities Doy $ Equipment and crew onsite, work stopped all day. Cost is t1alf of the day rate for the sonic drill, full rates for a!I 0U1er equipment onsite, and crew is paid for 8 3,250.00 hours. Material includes the following: 30' 10" casing, 150' 9.25" casing, 300 8' cc1sing, 10' 12" casing, 300' •tmer rocl, 3-ea core barrels 8" & 7", 3 ca 8" bits, auJ Is $ 146,275.00 flapper, and core. 3 ea bits r auger, flapper ancl core. 3 ea casing shoes 10", 9.25" 8". 1 ea core barrel driver 8' ancl 7". 3 ca casing shoes 10", 9.25". 8''.J pads, 3 tubs grease. Once rnaterial is useci additional materials to be bouglit at cost plus 15c;13 LF 11.30 LF $ 9.75 LF $ 2.25 EA 437.00 730.00 EA $ 770.00 EA 856.00 Roll 350.00 EA 177.00 rn 256.00 rn 875.00 E<\ $ 856.00 Es $ 3,818.00 E,\ 2,150.00 EA $ 2,000.00 E<\ $ 51.00 EA $ 2,187.00 FA $ ?,500.00 LF $ 11.50 LS LS LS Total Emergency drilling estimate.xlsx; Bid Schedule 2024 R l B 7 -1 Re,o Page 1 of 1 -Mfy 1. 2021 J '' ', SUBSLIDE • ♦ ........ • I ......... , .,';, ~~ I • . \' : /\ \ ' \l • \ • \ ♦. .. ~ I -_··-··-·:~ • \ / .,■ ,,,"' I / I I I I .. '/ ~,,,"' .. ,,, ~/ ·•;; :,, 1-5 \ I -■ ;■, V ' ' I I ■ I • • i ,• : I I I .. ....,_ .. / I• i / / I I / : I· I 1: ,• ' " I ? I I -1 I I ~ I \ r I l--I I ',, I \ '-.l. --...., I - ' I \ I \: / ' I '.J \ •--••-w' ~--------------~ / 1N'1 ,-· • -• .,. ff'I ' ' ··-· ,,, ~f -', __ ',t.._________ ~-Q.. ____ ,'.i / s • ' ----I e -----._ r · i -~~___,_ ____, R,vE Soun, ~ • ~~--------LOS V ERD~ I IJ ' I • • I ~ • I ,·,.~ I I I • • / I ,., • ~ I ! / -~ I • • -.1-2 \ : ■ i ,~ :--j !.■-■■-■■ . LEGEND ----··---------- EX1$TI IJG TOPOGRAPHY, IOFT flt'/ATION CON10UR f,Pt'ROXIM/\T( UMII~ Of PORTUGUESE !l(NO LANDSLIDE ll!A!,tl>ONlllGHlON,10(.0) • . ~ ,· ~ • I ' \ 1 .. ' / ......, • •-! . I /■' .... ~ J .. Af'PHOm,lAU LIMITS Of SUS~IOfS Of t'OKTUGU ~SE BEND L;,NOSUDE{aASEDLt1GHTON,ZOOD) :.Pl'ROXIMAT( LOC.AllON or ~HOIIHJNE PRESER'.lf PROPERTY 60UNDAP.Y • • I .. ...._ __ SEAWARD SUBSLIDE LENGTH IN PLAN = 1,200 FEET (TYPICAL ) I I "/ i l\L r• :,-\, \~ : "-, '~ / ~ I "" / / ------ • • I. ~-I .. . .. ,. : I \ ,· / .. ~ . ~., •·j • •• \ / ' . .. \ ., I '\, \ I I I D FLEXIBLE ;,-1' "-PROPOSio EXISTING "-DISCHARGE LINE DRAIN RISER , STORM LENGTH IN TJE INTO EXISTING STORM DRAIN RISER ' (APPROXl~Tc..N -310 FT) "' ' ' "' "" , , Y,<j c~-;, ._____ --._____ "" li"if?eo -' ---..._ --._____ f? Df?1, , , , ----Vf':(,p ",, ----'f/[/,<j ,-.-' AP?f!OXIMAT( LOCATION OF TRAIL BASED CITY Of RANCHO PALOSVfRD(SMA~ F~ISTING IMPROVEMENT~ IIASf:D ON 'ION CAIVADf, su11vrvIr~G, INC SURVEY UPDATE eRl(PROJ{ClllMITSl•l ~ PHOPOSlOHYDRAUGLRARRATLOCAfl()N.Y(UOWStiADW ,\R(A R(PRC.SEN TSACCCSS, lATOOWN AR(J.. AND lf(ORAUCCR INITi.:..TIONAP.IA.Bl..ACl(WffR(PR(SCNT~Dlil.[(.1I0NAND l(NGTII 01' HYOAAUG(RS IN PLAN Vl(W ~ 1-7 PROPOS(D INSTRUMENTATION lOCATION {DUAi VERllCN. 60R£HOlll 1. CON TRACTOR IS RESPONSIBLE TOPERFOAAI PRE-CONSTRUCTION CONFIIWAIION SUEISIJRfACE EXf.'l.OAATK"JU 10 VERIFY GROVtJOWATER. ::!Oil M() tlEDt-lOCI{ CONUIIIONS 'I CONTR/\CTOR IS RESPONSIBLE TO !NST,,.LL GftOUTEO CONDUCTOR ANO/OR SURFACE CASING '.\1TH ADEQUATE CAPACITY TO PF<EVl:f\ff bLOWOUT AND'OKOTHER F'OTENTIAI. AO'JERSE t:VENISRELAlED 10 nYOK,oJJG!cR L'IS r Al.LA noN. oPE!Uo l ION. ANDIOR MAINTENANCE J. EXl$l1Nt; JOPQG~l>HV 1"1-(QVIDtOl:IY CITY Of' 1-tANCl-iOSl>Al..()I:; VERDES OATE02017 ANO UPOATEO BYCALVAOA 51.IINEYIJl.:C. IN(; IN JANUARY2024 CO rlTRACTOR 1$ R(Sf'vNSIBLE TO FIELD VERIFY ELEVATIONS SHOWN ~ GO N!HACTOR lOfUR NI SH AND INSl'AI I l'UMP:> ANDl:LicCTl<ICAL L:QNNEG!IONS FO.C l>UMP•N>:>I$11:0 .',WALES b CON TRACTOR TO INSTALL PLUMBING CO NNECTIONS 10 EXISTING OAAINACE LINES ANOIOR PROPOSED $WAL.ES 7 COtHRACTOR IS RESPONSIBLE 10 C,<,PT\JRE WATER l'RCOUCEO FROM [}f-1.&.INS O~ING CO~lSlRUCTICN. Pt:RFGRM ~~ YIICAI LABO~TORY TFS TING Of RF.PRfs.ENTA.Tr,e WATER SAl,,IPl.!;S FURNl~ ANO ll~STN.l STORAG.C TREATMENT ANDIOR PlAl?lNG EOUIPJ.IENT ,\$ mCEOEO FOF< COI.IPllMCE wm; PERMIT REC\JIHl-c MftJlS 8 "BRIC PROJECT LIMITS" OE NOTES PROJECT AREA ID!:NT!FIEO IN "BUILDING AESILll:NT INrRA:.mucruric ANO COMM UNIT IES-FUNO!NG APPLICATION PACKAGE ------, E:) ',, " INTERIM WORK PRODUCT -NOT FOR CONSTRUCTION ~~o'?~.~~9ic THE CITY OF PORTUGUESE BEND LANDSLIDE DRAWING NO . 4 T- 811 3150 BnslOI StreeL Sune 210. Costa Mesa . Cahrornia 92626 geo-lOgH;.coml 71 4.465.8240 ~ CITY OF RANCHO PALOS VERD ES RA NCHO PA LOS V ERDES MITIGATION LOS ANGELES COUNTY, CA 30'.,t,U;.HAWTHORNE !!LVD PROJECT NO . RANCHOPALOSVERDES,CA!,0('75 PROPOSED E-1 HYDRAUGER LOCATION S023.1202 B-72 / ,----/ --..... , I ' I ', "" I ~, I \ ' IS ' \ J ' ' ' HIBASH -"--. \ / ' ----I TRA11 ', I / ' ' _.._ '-------/ .. , r ' -...__ , ~ / r I \ ■ ~,::,..., ' ~ , ,' -, " ~~ ..... < ---/ ', ' ..;;,;. ..... ' ,.__"?" ..... t· >--\ " '<'-/..... i • /' ' '-0 / . T ,1-12 , I.;_ r----~ OYoN '"' .:S:-"?"/ GABlil! L ----~AorRA ~ --.... >< ,;•·' \ ',, ~ / "'·' ' ;,i / "" 'u. • ~'1/"1 ------------ ------------"" ' ' "" "" LEGEND ' ' O' 50' 100 -'!'!•'!'--~-1 EX IST ING IOl'OGRAN11, 10 FT HEVA1'10N CONTOUP. M~RQ)(IMAT[ LIMITS Of PORJ UGU(SE B[NO 1./\NDSLIOE (liA!,!-CJl)Nl~IGHION,7000) / ~ )> / I ', z / ,..- I .. I -\. ~ . I.... ( / /·. ' 0 '"i'o ',1_01';:, "{"1/2 \ \ Ai'PF!.O)(IMAT( UMITS OF SUS SU DES Of PORTUGUESE SEND LANDSLID{ {eASEO LflGHTON. 2000) • .... I \ L. , ____ ........__ . I ' ' __ ,.. E71-<'.) -~ 'f!!t,,,,, \. 1 \ • 1-10 u'/ I "'-..._.___ • -< ''h, , ~, -~-\ ' ~ 'v~ • '·-■-■---\ • )> \. • ' " \ • -S I ', • ' ' . .... l--' ♦ • ---' ♦ I : \ ' J ' ♦ ~' • '~,o ' L ,,o ♦ u • ',A)~ • I ,~,>: ♦ •·. ,~..,._ ' . • ,'~ / LAND'~ '1-~ • _// v V"\RD o,s;:i:2:c,~:~~xi,;: __ , ,-1'< • S U BS L t I (APPROXIMATE LENGTH IN .,DE .. PLAN --,1SFT) -·, TIC INTO CXISTING CORRUGATCO METAL PIPE {CM P) .... '• ' ---.; \. i ;) ) ___ ,\ J --··~ ..... •♦, Tt11 ~ drawor.g 1..,, rlQI ,...,.,n ;,ut11,.i,e<i IJ.UI ,.,,u..,, ri,,, t><.-•m ?<Op;,l~'<J by Gt,c,.L"ll'C A,l>OO:llej. Ir><: fo, US</ by u,., dlc,11 n;rn1,,d in Ill<> !Ille blo:.k. :wlt:ly 11 "'~~1 o! 1ri., con~truc11en Ojk.~a1""1. and u.:iime,'13nC<! OI too li!Cdr.~ n.,n1<1<1,n !ht !~I!; blOC"-Geo-Lo,;i,c A~=a1.w. In<: ~a.U rl01 :>e k;1l;,k: 1o, 11\0l u"" ol Uli,, drawu'(I oo .1rw Olhor !.>CH ~y °' rcw ~ny olll!lf i;U<IXlll<: T 811 ~~.'?~.~~gic 3150 B11 s1ol Street Su11e 210. Costa Mesa, Cahfom1c1 92626 9eo•l0(J1c.coml7H.465.8240 '\ ........ ' ' I I ' \ \. ' \ \ \ ' \. ' ', \. ' \ \ \ \ \ \ \" \ . \ \ \ ----...... --\ ,' -. V .. 'I '/ I / \ (. " f -' . r , I ' \ \ \ ---- I I \ APPROX/MAH lOCAllON OF TRAll B"-SEO CITY CF RA NCHO P/ILOSVi:RO[S M/11'~ t!RIC PROJ{Cll!l,o!lf~(Y ~ PROPO!irD!WORAUG(RA.RRAYLOCATION,Y(llOWSKAO(D AR[AR[PRCS[NTSACC[SS,LAYDOWNARCl.,-',NO !!'IDRAUCC R L£NGTHQi'llYDRAUG(RSINPLANVi(W ' ' INITIATION /1,.R[A, BLACK llNC R(PRCSCNT. S omcc110N AND E-2LOl'JER • -$-l-13 ~~~~~~;l~!~ll~~~~;~N lOCATION • , I CONTRACTOR IS RESPONSIBLE TO PERFORM PRE·CONSTRUCTION COhFIRt.'!loTION SUBSlJRFACf. F..IO'I Ol<ATl(JI~ TO v€R1FY GHOUrlOWAIFl<.:mu M:0ht.Ol-10Cl(C0Nl)IIIONS ' CONTRACTOR IS RESPONSISLE TO INSTAi.L CROVTED CONOVCTOR A.NO/OR SURFACE CASING WITH ADEQUATE CAPACITY 10 PREVENT &LOWOUT AND/01< OTHER POrl::NTIAL AO\l!:RSE (;VENTS 1-<ElA 1 Ell IQ HYLJKAUGER IN$1AllA !'ION. Of'E~ !ION . ANOIOI< /\ilAINTHlANCE 3 CXI!, l lflG 'JOf'OGf-!Af'rtY F'HOV!D(;D BY Cl1 Y OF RANCMQ!:, l>Al.0$ VERDES OATED2017 ANO UPOATEOSY CAI.VADA Sl.lf('J'E'!'!NG 1r.c IN JM/.UAAY2024. CCNTRACTOR IS RCsr<iN518lE TO F!ELO VERIFY CLCVAllONS SHOWS li i;()U!l<AClOR 10fUHNISt!ANO INS I AU K.!Mf':,"Nf.lELECTRICAI C.:ONN EC"l!ONS Ful't l>UMf',A$S\STEO :,wALES 8 CON TRACTOR 10 INSTAI.L PLUMBING CONNECTIONS TO EXISTING CAAi NACE LINES AND/Ol'l PROr>QSED SWALES 7 CQrHRACTOR IS RESK)NSIBlE TO CA?TlJRE WATER PRODUCED FROM DR,OINSDURING CONSTRUCTION. PERFORM ANA! VIICAl lASORATORY 'JESTING Of' REPRE&EtffATl'IE' WATFR SM1PI.E'S FURNJ51--1 ANO INSTALL STORAGE, TREATMENT /,NDK,R PUMPING EOIJIPl,lfNT AS NEEOEO FOR COMPLIANCE WITH PERMIT R~QtllRfMf.NT~ 8 "BRIC PROJECT lll•IITS· DENOTES PROJECT AREA IDENTIFIED IN ·oulLO!NG RES!U(NT INrAASTRUCTVRE AAO COMMUtllTIES" FurlOING Al-'F'llCATIONPACK.AGE INTE~IM WORK PRODUCT -NOT FOR CONSTRUCTION ~ I CITY OF RANCHO PALOS VERDES THE CITY OF PORTUGUESE BEND LANDSLIDE RANCHO PALOS VERDES MITIGATION LOS ANGELES COUNTY, CA ~~:~~_:g:~::~~icA90~1s I PROPOSED E-2 LOWER HYORAUGER LOCATION DRAWING NO. 5 PROJECT NO. SO23.1202 B-73 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A Attachment 2 Ellingson -OTO Technical Proposal 8-74 DocuSign Envelope ID: OC9108D7-A 1 E4 -4BBB-A8CO-OF6F8D06188A ELLIN&SQN -II .-• Joseph Hakim, PE Malcolm Dr ill ing 4926 N. Azusa Canyon Road Irwindale, CA 91706 jhakim@ma l colmdri lli ng .com RE: Proposal for Emergency HOD Slope Drain, Rancho Pa los Verdes, CA Ellingson-OTO Bid#: 245001157-REV3 Dear Joseph : April 3, 2024 Thank you for requesting our proposal and cost estimate to install directionally-drilled slope drains as part of the emergency slope stabilization project for the Portuguese Bend Landslide near Rancho Pa los Verdes, California. This extensive landslide area has been the subject of numerous investigations and remedia l actions. The project is now regarded as urgent to prevent accelerating slope movement at the site . Our understanding is that a system of several arrays of directional borings and unguided "hydrauger" borings has been proposed to stabi l ize the landslide. Our previous proposal, dated March 22, 2024, was in tended to provide a budgetary estimate and a general technical approach to use horizontal directional drilling (HOD) to install one array of five drains at the E-1 site. This proposal provides additiona l detail at the request of Malcolm Drilling (Malcolm) and expands the scope of the drilling effort to include an additional drain array at the E-2 Lower site . The current design for slope dewatering includes three arrays of five wells or drains each. Ellingson ha s been requested to provide our approach and cost estimate to drill and install drains for two of the three arra ys. Table 1: Preliminary Well Specifications -Array E-1 Well ID Diameter and Material Riser Screen Total Drain-1 ---•- Drain-2 ---~ Drain-3 Drain-4 Drain-5 - Total Length Length (ft) Length (ft) (ft) 12 -inch bore, 4-inch PVC casing 0 ---------.J_ 12 -inch bore, 4-i nch PVC casing 0 --------- 12-inch bore, 4-inch PVC casing 0 12-inch bore, 4-inch PVC casing 0 ---------,-- 12 -inch bore, 4-inch PVC casing 0 0 Ellingson-OTO 56113 State Hwy. 56 W es t Concord, MN 55985 Voice: 800-239-5950 100 Rolling Ridge Dr. Bell efonte, PA 16823 Fax: 800-574-8 046 W eb: www.horizonta ld rill.com 1,200 1,200 1,200 1,200 1,200 1,200 - 1,200 1,200 - 1,200 1,200 6,000 6,000 I _I -•I 8-75 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes, CA 2 April 3, 2024 Table 2: Preliminary Well Specifications -Array E-2L Well ID Diameter and Material Riser Screen Total Length length (ft) length (ft) (ft) Drain-1 t--12-inch bore , 4-inch PVC casing 0 1,200 1,2 00 Drain-2 12-inch bore, 4-inch PVC casing 0 1,200 1,200 ~ Drain-3 12-inch bore , 4-inch PVC casing 0 1,2 00 1,200 ~ -- Drain-4 12-inch bore , 4-inch PVC casing 0 1,200 1,200 + Drain-5 12 -inch bore, 4-i nch PVC casing 0 1,200 1,200 Total 0 6,000 6,000 Access to the E-1 Array will be from the existing paved street, Palos Verdes Drive South. A narrow, e longated parking strip located to the northeast of the street has been designated as the work area for the E-1 well array installation . We anticipate that some earthwork will be required to provide a large enough work pad to orient the drill rig with the desired alignments for wells oriented to the southwest through west. The topography upslope to the northwest from the drill site has significant elevation gain and slide activity as part of the designated East Central Subslide. To the west and southwest of the entry points, the topography is hummocky and jumbl ed, typical of an active landslide. Access to the E-2 Lower array w il l require modification of an existing trail into a temporary access road, as well as drill pad construction. The equipment to be mobilized to these sites is relatively large and heavy, requiring a road of sufficient width and load bearing support . The rig is track mounted, as is the trackhoe used for support, materials handling, and rod loading . Our rods are typically loaded from a flatbed trailer positioned adjacent to the drill rig . The drill rig is also supported by a drilling fluid recycler system, which is towed into place by a semi-tractor. Watertight, lined roll off boxes are parked adjacent to the recycler to contain drill cuttings discharged from the recycler. Approximate dimensions and weights for the major equipment have been provided separately. In particular, the weight of the recycler with fully loaded mud tanks should be noted. Ellingson assumes that Malcolm Drilling will be responsible for the engineering design of dril l pads and access roads on the landslide to assure safe access and equipment operation . Directional Drain Installation Technical Discussion Installing directionally drilled slope drains at this location poses several technical challenges, addressed in this section. The E-1 drains will begin by trending downward into the ground (negative angle) and will flatten out to horizontal at some distance from the entry point . At the present well locations, it is anticipated that the water level in the wells will not reach the surface, hence the wells will not be free flowing and will require pumps for dewatering. The proposed E-2 Lower drain array is intended to intercept and drain water from a steeply inc lined water table , which would have a significant difference in hydrostatic head between the wellhead and 8-76 DocuSign Envelope ID: 0C9108D7-A 1 E4-4B BB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes, CA 3 April 3, 2024 well end point. Simply drilling an open bore from the ground surface to the target location in such a situation could result in high groundwater flow from the open bore. To minimize risk of uncontrolled groundwater flow from the borehole , Ellingson has included the installation of a 16-inch diameter steel casing (0.375" wall thickness) in each dewatering well from the ground surface to a length of approximately 80 feet from the entry point. The actual length and positioning of each casing, or its deletion from the design of the drains, will be determined by Malcolm Drilling or others, to provide adequate safety factors to prevent uncontrolled groundwater flow at the casing head , as well as assuring sufficient soil depth and confining pressure over the entire casing to prevent flow at the ground surface above the distal end of the steel casing. To install the 16 -inch surface casing, we will drill a nominal 20-inch bore . Typically, the bore will be started with a pilot bore of 12 inches and expanded in increments using a forward reaming tool. After the casing has been installed, we will grout it into place. We will fill the casing with cement and use a plunger to push the cement down and out of the bottom of the casing; the cement reverses direction at the bottom end of the casing and then flows upward through the annular space . After cementing is complete, the cement is allowed to set up for approximately 24 hours prior to continuing drilling operations to advance that bore. It is our understanding that Malcolm Drilling will drill a series of exploratory wells with instrumentation to determine the actual phreatic and artesian surface within each array prior to finalizing the horizontal well profiles. Data derived from this investigation will be used by Malcolm Drilling to refine the well and casing design. Malcolm Drilling or others will be responsible for the design of al l groundwater control and slope stabilizing installations associated with the drilling tasks. Depending on design, additional costs may be incu rred for groundwater control equipment or activities. These have not been included in our cost estimate at this time. Following any re quired casing installation, we will drill the bores for drain installation. The proposed bores are single-ended, meaning there is no exit hole that a drainage pipe can be pulled into . Ellingson proposes the use of our patented Knock-Off drilling system to ensure that the drain materials are placed within the drilled bore without potential damage or refusal from caved soil in the bores . The Knock -Off system uses a drillable, steerable, threaded casing in lieu of conventional drill rods. The drill head comprises several proprietary tools, including a detachable drill bit, bit retainer, and navigation sub which retains the GST instrument described previously. Using the Knock Off method, after the bore is completed, the well screen and casing are pushed inside the drillable casing until a proprietary locking end cap engages the drill bit from the back side and re leases it from the casing while simultaneously clamping the well materials to the bit itself. The drillable casing is then retracted, leaving the w ell in place with the sacrificial drill bit as an anchor. We plan to use a retrievable gyroscopic steering tool (GST) to navigate the bit position and steer the bit along the bore path . The GST is an inertial guidance instrument that is installed in the drill string just behind the drill bit and feeds data to the driller's console via a cable. The GST is designed to be retrieved from the drill string upon completion of the bore. With the GST instrument out of the way, well installation then proceeds using normal Knock Off procedures. Using the GST, surface access above the drill bit will not be required, which also increa ses crew safety, since personnel will not need to traverse B-77 DocuSign Envelope ID : 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes, CA 4 April 3, 2024 the steep landslide terrain. Accuracy of the GST is to within a couple of feet at the depths and locations planned. Our estimate does not include any means or equipment to control groundwater discharge from the bore or well and we are assuming that any groundwater that does flow from the wells will be directed off the location in a manner determined and provided by others . The E-1 drains will function as pumping wells, so well development will be required to remove excess drill cuttings and fine soil and to assure that the screen slots are open. Under normal conditions, groundwater extraction wells are developed to remove drill cuttings and drilling fluid and to maximize the hydraulic connection between the well and the surrounding formation. Our normal development process includes flushing the completed well by connecting a source of clean water to the well pipe and pumping water down the well until clean water flows to the surface from the annular space surrounding the well pipe. Following this step, we jet the well screen with a rotating, high-pressure jetting nozzle to remove soil particles from the screen and begin the development of a native sand pack. The final development step is to pump the wells using a submersible development pump supplied by Ellingson. Based upon our experience, we have estimated 10 hours of development time per dewatering well, inclusive of equipment setup time. Additional development, if needed, will be at the rate shown on the cost estimate sheet. Permanent pump specification, design and acquisition will be accomp lish ed by Malcolm Drilling or others, and is outside the scope of this horizontal drilling effort. The E-2 drains are anticipated to be free -flowing artesian wells. We have included 10 hours of development time per drain, if needed, to manage the flushing of drilling mud from these drains by natural flow and any required well jetting. General Scope of Work We en vi sion the general scope of work for the wells as follows: 1. Mobilize to site with appropriate drill rig, too lin g, support equipment, and materials. 2. Set rig and equipment up on prepared drill pad (drill pad prepared by others). 3. Install and cement surface casings (as needed). 4. Advance bores and install horizontal drains. 5 . Develop drains (as needed). 6. Demobilize from drill sites . Mobilization and Demobilization El ling son will mobilize the dri ll ing and support equipment to the site using our own or contracted trucking . Equipment typically provided by Ellingson includes the following (approximat e size): • 200,000 lb. class (or larger) drill rig (9x70 ft ). • Drill cab (8x20 ft). • Mud system (9x50 ft). • Rod trailer (9x50 ft). • Equipment trailer(s) (9x50 ft). • Variable reach lift (te lehand ler). B-78 DocuSign Envelope ID: 0C9108O7-A 1 E4 -4BBB-A8C0-0F6 F8O06188A Malcolm Drilling, Rancho Palos Verdes, CA 5 April 3, 2024 • Standard (large) excavator . • Water truck (4,000 gal). • Various small equipment including generators, diesel fuel tank, and diaphragm pumps. • Well development equipment including hoses, jetting assembly and temporary submersible pump (p ermanent pumps to be supplied and installed by others) Equipment and services provided by others include: • Watertight roll off boxes (e.g., 20 cubic yard [CY]) and capabi lities to move, transport boxes). • Development water tank (if specified depending on client waste management methods, size varies). • Vacuum truck for waste management as/if needed. • Water source. • Drilling waste disposal serv ic e (either disposal area or waste subcontractor). Mobilization includes setup of the storage areas and work areas, secondary containment, and other initial setup activities, including attendance at the site kick-off meeting. Demobilization will include the preparation of al l equipment for exit from the site and restoration of the site to a condition reasonably simi lar to the original condition. We intend to drill the bore with a 200,000 lb . (or larger) class, track-mounted, dri ll rig. This class rig can generate over 200,000 lb . of thrust and pullback power and is well suited for completing wells at lengths specified in this scope of work . The rig uses 31.5-foot-long, Range 2, 6-5/8-inch diameter drillab le oil field casing instead of conventional dri ll rods, stored on an adjacent semi-trailer and hoisted into position with an excavator. Our Knock -Off drilling system was designed for use with rigs of this size to utilize the larger inner diameter of this casing . The rig is supported by a self-contained drilling fluid (mud) recycler, which carries tanks, pumps, and mud -cleaning components to mix and condition drill mud and discharge drill cuttings into an adjacent rolloff box (provided by Malcolm Drilling or others). El lin gson assumes that Malcolm Drilling or others will also provide transportation for moving rolloffs . Several trailers are used to mobilize the rig, drill cab, drill rod, and mobile shop. The mud recycler is mounted on wheels for over-road travel. Although the rig is self-propel led on tracks , the remaining equipment will require access to the work pad by conventional over the road semi -tractor-trailers . We will rent a large excavator and an extended reach forklift locally to handle drill rods and materials, and to excavate the mud pits. A drill pad will need to be prepared or designated at the well entry locations with sufficient space for the drill rig, drill cab, mud reclaimer, support equipment, and rolloff boxes. This equipment will occupy a minimum area approximately 150 by 150 ft o r similar (e.g., 200 by 100 feet). The drill rig requires approximately 70 feet from the entry point to the rear of the mast; some earthwork will likely be required to position the drill rig at the designated entry points for wells in the west to southwest quadrant of the E-1 array. We assume that Malcolm Drilling or others will prepare suitab le drill pads and perform any needed earthwork prior to our arrival and will arrange access to a high -vol ume water supply (e .g., fire hydrant, tanker truck, or water tanks) near the drill site . Ellingson will supp ly a water truck to transport water to the drill site. We assume that Malcolm Drilling will be responsible for traffic control and pedestrian 8-79 DocuSign Envelope ID : 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes , CA 6 April 3, 2024 guidance and safety, including preparing any required traffic contro l plans and obtaining associated any required permits . Drilling Fluid Ellingson will use a biodegradable polymer (i.e., biopolymer) as the primary drilling fluid for this project. Biodegradable drilling fluids are mixtures of natural gums and starches that biodegrade over time . This is the main reason for using biopolymer drilling fluids; natural biodegradation reduces development requirements and more completely returns the surrounding formation to its pre -drilled condition. We also introduce a liquid enzyme breaker with the well deve lopment water to accelerate the breakdown of residual biodegradable drilling fluid in the formation . Because only limited well development will be performed on these drains, the use of biopolymer fluid will be advantageous compared to bentonite- based fluids . We intend to use this biodegradable drilling fluid during advancement and as needed during the pullback of the drill rods from the well after well material installation. Dry drilling fluid powder is mixed with fresh water in the mud recycler to develop a pumpable slurry with desirable fluid properties for HOD . The mud mixing system is equipped with a high-pressure mud pump and will deliver the drilling fluid to the drill rig via hoses . The drilling fluid trave ls down the drill rod, cooling the bit assemb ly and jetting the bore face. The drilling fluid then entrains drill cuttings in the bore and flushes the mixture back to the surface. This mixture of drilling derived waste is recycled through the mud system, which removes the drill cuttings and conditions the mud for reuse. The drill cuttings that are separated on the recycler, along with a small portion of mud wasted, will be directed to rolloffs positioned next to the mud recycler. We assume that Malcolm Drilling will handle disposal of drilling waste as part of their dri llin g operation elsewhere on the site. Pilot Bore Locating Bore navigation will be performed by a navigation/steering subcontractor using a GST wireline lo cating system to provide tracking and steering corrections during pilot bore advancement . This approach allows navigation without over -bit access for personnel and equipment. Although the navigation or locating equipment itself can accurately locate the position of the drilling tools, the geological conditions through which the drill bit passes are a key e lement in the precis ion with which the well may be placed. For example, drilling the transition from soft to harder strata often results in displacement of the bit if the new material is harder or easier to drill -the bit may skip along hard zones or fall into softer layers, preventing the bit from following the prescribed bore path. Wellhead Seals and Surface Completions As noted above, Ellingson has proposed to install 16-inch steel surface casing to stabilize the entry portion of the bore and to minimize the effects of groundwater discharge the borehole annular space before and after drilling installation. Upon inst all ation of the drains, we will fill the annu lar space between the 4-inch drains and the 16-inch casing with cement grout. We have not included provision for any permanent surface completions, such as vaults or concrete pads to surround the drain wellheads. We assume that connections from the drain s to the primary drainage system and/or surface drainage ditch system will be made by others after we have demobilized. 8-80 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes , CA 7 April 3, 2024 Management of Drilling-Derived Waste Drilling-derived waste will primarily be discharged from the side of the mud recycling unit as a slurry consisting of drill cuttings and waste mud into rolloff boxes for short term storage. Ellingson will manage drilling wa ste on site and will provide all neces sar y pumps, suction and discharge hoses, and fittings required for onsite waste fluid management. Since the cuttings are conveyed directly from the mud recycler shakers to the rolloff, this minimizes the potential for spillage, as well as waste handling and disposal costs. Ellingson will provide a backhoe and/or excavator to dig entry and exit pits, move waste between rolloffs (if needed), and perform routine site cleanup, and other tasks, including spill response for minor surface spills. Ellingson assumes that Malcolm Drilling or others will provide rolloff boxes, transportation for moving rolloffs, and/or a vacuum truck for waste management as/if needed . Due to the consistency of this waste , Ellingson recommends watertight 20 CY rolloffs. The number of containers required will depend on how the waste is managed and the total volume . Rolloff boxes of this size can only be filled approximately halfway for transportation . If on-site disposal of cuttings is permitted, only one or two boxes may be necessary for waste containment, if they are emptied on a regular schedule (typically by a vacuum truck.) Drilling waste volume can vary considerably due to final well lengths, drilling advancement rate in soft vs hard conditions, and other factors such as caving conditions in the borehole, los s of drilling fluid to the formation, gain of groundwater, soil permeability, and the presence of obstructions. Malcolm Drilling or other responsible party will be respons ibl e for characterization, transportation, and final disposal of the drilling waste. The waste volume can vary by the final well lengths, drilling advancement rate, and other factors. Cuttings in the drilling-derived waste slurry generally don't settle out of suspens ion within a short construction time frame. However, a fraction of liquid (or thin slurry) can be removed by a vacuum truck, or pumped to a separate tank, for disposal as a liquid . Although not currently part of the work scope, the remaining slurry and solids can be mixed with a so lidification agent (e.g ., a superabsorbent polymer) to pass a paint filter test for disposal as a solid waste or for land- spreading on a convenient local property. If this option is desired, Ellingson will provide an estimate of the additional cost as a separate item. ELLINGSON has made the following assumptions in preparing this proposal: • This proposal is to drill and install HOD dewatering drains designed and engineered by others. Any recommendations (including the setting of at lea st 80' of surface casing to minimize uncontrolled groundwater discharge) are simple, observationally-based recommendations and have not been eng ineered . Any changes to the spec ificat ions should be approved by the design engineer. • Drilling conditions are assumed to be native soil and marine sediments, as described in the Geo- logic geotechnical report as tuffaceous shale of the Altamira Shale member of the Monterey Formation. This formation comprises relatively soft, bentonitic shale. We anticipate that soil drilling tooling will be adequate for bore advancement. B-81 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes, CA 8 April 3, 2024 • Bore navigation will be performed by a navigation/steering subcontractor using a gyroscopic wireline locating system to provide tracking and steering corrections during pilot bore advancement. • All foundations, footings, and buried utilities will be marked for X-Y location and depth prior to our arrival on site. Utilities with five feet of proposed bore paths must be exposed (by others). • Ellingson assumes that Malcolm Drilling will provide a stable drilling pad surface for the drill rig and support equipment and suitable access to the pad for over-the-road tractor trailers . • Malcolm Drilling or others will handle necessary permit applications and notifications. If our assistance is required for this, we request prior notification in sufficient time to acquire permits prior to mobilization to the site. • We assume that Malcolm Drilling will be responsible for traffic control, including preparing any required traffic or pedestrian control plans and obtaining any associated required traffic control permits. • Ellingson cannot take responsibility for the storage, disposal, or characterization of the waste soils, water, drilling fluids, and cuttings generated during this project. Ellingson will manage the waste on site, pumping it to containers provided by Malcolm Drilling or others. We assume that Malcolm Drilling or others will supply 20 CY (or similar size) watertight rolloffs, transportation for moving rolloffs, and/or a vacuum truck for waste management as/if needed. The number of containers required will depend on how the waste is managed and the waste volume generated (note that 20 CY rolloffs can only be filled halfway for transportation). • Ellingson has not included waste so lidification in the cost est imate . • We have assumed working hours are 0700 to 1700 Monday through Saturday. Working a 5-da y work week may result in a cost increase to cover extended rentals, lodging, and per diem. • Ellingson will initiate a phone call to the local "One -Call" utility locating service prior to drilling activities . However, we expect utility locating (i .e ., potholing) will be provided by Malcolm Drilling or others. • Ellingson will not be liable for damage to roadways, paved parking areas, or structures due to heaving or subsidence from drill operations. • An adequate water supply (e.g ., fire hydrant, tanker truck, or water tanks) is conveniently available near the drill site and access will be arranged by Malcolm Drilling or others. Ellingson will supply a water truck to transport the water to the drill site . • Tooling lost downhole due to unexpected drilling conditions (e .g., fill material, concrete, or debris) will be invoiced at its replacement value, including navigation tooling. Estimated replacement pricing is shown on the cost estimate sheet. • Malcolm Drilling or others will provide an on -site liai son to help with logistics and issues that may be encountered while drilling . • Ellingson holds a C-57 California well driller's li ce ns e. • Our cost estimate assumes that prevailing wage scales apply for this project. 8-82 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Malcolm Drilling, Rancho Palos Verdes, CA 9 April 3, 2024 Thank you for contacting Ellingson regarding this request. Please do not hesitate to contact us if you have any questions or would like to discuss the project further . We look forward to working with you on this project. Sincerely, Senior Geologist Vice President ot Engineering Non-disclosure The information (data) provided in this response to data request, proposal or quotation constitutes trade secrets and/or information that is commercial or financial and confidential or privileged . It is furnished in confidence with the understanding that it will not , without permission of the offeror , be used or disclosed for other than evaluation purposes, unless permitted by law , provided , however, that in the event a contract is awarded on the basis of this proposal or quotation the Customer shall have the right to use and disclose this information (data) to the extent provided by law . The restriction does not limit the Customer's right to use or disclose this information (data) if obtained from another source without restriction. 8-83 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment 3 MDCI SQQ 8-84 DocuSign Enve lope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Statement of Qualifications Malcolm Drilling Company, Inc. DocuSign Envelope ID : 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A Table of Contents ----------- 1 Company 2 Project Experience 3 Labor/Staffing Capacity 4 Sonic Services 6 Sonic Drill Rigs and Platforms 7 Safety Commitment 8 Performance Record 8 Overhead 9 Corporate Information 10 Contact DocuSign Envelope ID : 0C9108D7-A 1 E4-4BBB -A8C0-0 F6F8D06188A ao CONTRACTOR QUALIFICATIONS Company Founded in 1962 as a fam il y bus iness, Malco lm Drillin g Company , In c. (MD CI) started with a sing le truck -mou nted dr ill ri g, pri maril y offering drill rentals and handling sm all hard-doll ar projects. Led by John Mal co lm , the fam il y bus in ess has thrived over the past sixty years , evo lv in g into a nationwide e nterprise. Today, MDCI sta nd s as an indu stry leader, providin g a wide ran ge of core serv ices that encompass design bu il ds, deep foundations, retention syste ms, ground improvement, son ic dr illin g and dewatering sol utions. MDCI is known in the industry fo r the ir comm itm ent to accuracy, safety, and qua li ty on every job. MDCI strives to de li ver the best va lu e to its cl ients, through traditiona l bid-bu il d projects and through innovative and cost-effectiv e desig n b uild /design assist so lutions. MDC l's goa l is to save time and money for owners whi le ac hieving innovation in project del ivery. Wi th over 60 yea rs of expe r ie nce, they co ll aborate w ith owners and co ntractors in a time ly manner. MDCl's large equ ipm ent f leet and hi g hly ski ll ed personnel afford them the unique abi lity to comp ly with the most ri gorous sc hed ul e compress ion whi le de li ver in g hi g h-quality serv ices and a safe work env ir onment. MDCl's experience of project co ntractin g built over many decades, combined w ith their proven safety record make them a trusted and re li ab le partne r. With a workforce rang ing up to 500 to 1000 ind iv idua ls, MDCI has 10 offices throu g hout Northern Americ a. lllle@ Corporate Office ~ Mountain W est Di strict 92 Natom a St reet, Suite 400 791 S. Glad io la Street San Fran cisco, CA 94105 ~-~ Salt Lake City, UT 84104 T: 415.901.4400 T: 801.972.1126 ~ Northwest Distri ct ~ Midwest District 8701 South 192nd Street 102 Hill Court Kent, Washington 98301 Mukwonago , WI 53149 T:253.395.33 00 T: 414.574-4033 (I) Northern Cal ifornia Di strict ~ Southeast Di strict 3503 Brea kwater Court 1730 NW 33rd Street Hayward, Ca li forn ia 94545 Pompano Beac h, FL 33064 T: 510.780.9181 T: 954.947.3644 ~ San Diego Office I~ Las Ve gas Office 16855 W . Bernardo Dr , Su ite 125 6220 Mc Leod Drive San Diego , CA 92127 La s Vegas, NV 89120 T: 619.329.5188 T: 702.331.5666 ~ Southern Ca li forn ia Di strict (i) Texas Office 4926 N. Azusa Canyon Road 701 US 290 Unit #3 Ir windale, Cal ifornia 91706 Drippin g Springs, TX 78620 T: 626 .338.0035 T: 512.434.0361 Malcolm Drilling Company, Inc -.1 . - DocuSign Enve lope ID : OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A Wapato Headworks Rehabilitation Project Name: Wapato Headworks Rehabilitation Project Location: On the Yakima River near Wapato, Washington Project Objective: Provide subsurface data to support geotechnical engineering Services Provided: Soi l samp les, SPT samp les, She lby tube samp les, and rock core samp les. Owner/Engineer: Yakima Tribe of Nations/ DOWL Contact Name: Robert Knapp Contact Details: 208.870.6503 Construction Details MDCI conducted a series of 10 sonic borings, each ranging from 25 to 50 feet in depth, utilizing a 4-inch core barrel and 6-inch casing. These boreholes were in strumenta l in gatherin g essential soil core samp le s, SPT samp le s, Shelby tube samp les, and rock core samples. The objective was to acquire comprehensive subsurface data to inform the rehabilitation design of a century-old sp illway fac ility. This facility serves as the primary irri gation water source for the lower Yakima River Valley. Sonic drilling operations were executed from various lo cations, including the dewatered riverbed, the riverbank, an island within the river, and a barge stationed in the river. Malcolm Drilling Company. Inc DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Alaska Drilling Program Pro j ect Name: Al aska Dril ling Program Project Lo cat ion : Al aska Project Objective: Provide subsurface data to support geotechn ica l and env iron menta l remediat ion design of an abandoned mine s ite. Services Performed: Soi l sa mplin g, Rock sampl in g, Mo nitori ng well installation and deve lopme nt. Owner/E ng in eer: Rio Tinto / WSP Contact Name: Lew Stringer Contact Detai ls: 435.640.6235 Construction Details MDCI provided son ic dri lling serv ices in A laska. As part of the project, Malco lm conducted continuou s so il co re drilling and sa mplin g to characte ri ze the g round cond iti ons and in sta ll monitorin g wells to provide information about the qual ity and e leva tion of th e grou ndwate r. Dat a from these samp les will inform m eas ures taken to mitigate the e nvironm e ntal impacts ca used by historica l minin g operations. Mal co lm also provided rock cor in g to id en tify potential borrow sou r ces for eco lo g ical mitiga tion m easu res wh ich w ill be use d to determ in e what m ate rial s on the is land can be used to des ign and build berm s, barriers, and ot her f low contro ls to s upport enviro nm enta l mitigation. Malcolm Drilling Company . Inc -) . -- DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A • PROJECT EXPERIENCE American River Common Project Name: Natomas Basin Reach A Levee Project Location: Sacramento, CA Proje ct Objective: Determination of Key -In Lay er Depth Services Performed: Sonic So il Borings To Determine The Depth Of The Imp e rviou s Stratum Own e r/Engineer: U.S. Army Corps of Engineers Sacramento Di strict Construction Details The project consisted of 4 -inch by 6 -inch so nic core drillin g method to determine the depth of th e impervious stratum. MDCI comp leted s in gle borings every 100' alon g the lev ee, reachin g a depth of 145 f ee t. Th is endeavor w as part of the USACE Reach A Levee Project, wh ich entailed drillin g a total of 120 sonic borin gs every 100' alon g the Reach A Leve e. The sonic samp les were then carefu lly boxed in wooden c ore boxes to ver ify the targe t depth required for the in stal lation of a diaphragm wall. Once the boring was comp leted, each borin g was g routed via tremi e method with a cement bentonite mix to surface. Malcolm Drilling Company, Inc DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Kennecott Mine Project Name: Kennecott Mine Project Location: Bingham Canyon Min e Project Objective: Bedrock Verification Borings Services Performed: Exploratory Drillin g Owner/Engineer: Rio Tinto Services Inc, 4700 Daybreak View Parkway, South Jordan, UT 84009 Contact Name: Jordan Frew, Jacobs Project Manager Contact Details: 801.554.9094 Construction Details In the Kennecott Mine project at Bingham Canyon Mine, MDCI performed exp loratory drilling to verify bedrock depth along the propos ed toe drain al ignment. This area had a cruc ial data gap in the current design, from southern Copper 4 to the Yosemite drainage cut-off wall. The goal was to fill this gap for accurate planning and implementing the toe drain system. DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Casper Soil Borings Project Name: Casper Soil Borings Project Location: Glen Rock, WY Project Objective: Sonic Sample Borings , Well Installs , CMT Installs, and Well Abandonments Services Performed: Exploratory drilling. Owner/Engineer: Boner Brothers Partnership Contact Name: William H George Contact Details: 512 .600.0718 Construction Details MDCI was contracted to collect sonic drilling samples at a potentia l mine s ite for Silica Deposits. Drilling with sonic technology is much faster and involves a much lower level of vibration and noise disturbance than any other type of drilling. Unlike conventional drilling techniques, this technique can easily adapt to a wide variety of soil and rock types with minimal too ling changes . The contract requested that full recovery samples be taken from twenty sites across a five square mile area. Samples extended to a maximum depth of 150 feet. The average recovery rate of each sample was greater than 95%. As a result of MDCl's crew's safe and injury -free work, the cl ient's schedule was met ahead of time. : ll DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Resolution Copper Project Nam e: Reso lution Copper Project Location: Superior, AZ Project Obj ec tive: Sonic Samp le Borings , W e ll Insta ll s, CMT Insta ll s, and W e ll Ab ando nm e nts Services Performed: Exploratory drilling at copper mine. Owner/Engineer: Reso lution Copper Minin g, LLC Contact Name: Bryan Thieme, Drilling Superintendent Contact Detai ls: 520.827.1617 Construction Details The program consisted of so nic dri llin g as the prim ary drillin g meth od . The rig was required t o conve rt to PQ diameter core dril ling if required to achieve the designed boreho le depths. The boreholes were drilled through the targeted samp le areas approx imate ly two feet (2) in to native grou nd before total depth was ac hi eved. In some cases the so ni c samples were bagged and boxed for furthe r study. Once the borehole was drill ed to total depth each boring was backfi ll ed with ceme nt grout. MDCI was also as ked to in sta ll 4" PVC wel ls and multi-chambered CMT monitoring wells. DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Bull Lake Dam Project Name: Bull Lake Dam Mod Project Location: Lander, Wyoming Project Objective: Design and Install Dewater System Services Performed: Sonic Samp le Borings , Install Piezometers, Install Dewatering Wells Owner/Engineer: Bureau of Reclamation Construction Details MDCI Designed and installed an eductor system based on the geotechnical recommendations. The system included a 1,300 foot-long ring with wells spaced 20 feet apart located at the top of the future slope of the stilling basin. The wells ranged in depths of 55 to 90 feet below theexisting ground surface. In the center of the stilling basin, a rectangular shaped small diameter deep well design was used to draw the water down in the center of the basin for construction of the concrete structure. The design also included 17 piezometers in location s across the site to monitor groundwater levels during drawdown. After construction of the wells, the wells are connected to the supply and return lines from the pump. This creates a venture effect in the bottom of the well to slowly pull the water out of the fine-grained soil. During initial pumping, the groundwater was not drawing down to the groundwater target. MDCI and the Bureau of Reclamation partnered to determine the best course of action to investigate the cause. The result was additional sma ll diameter deep wells ranging in depths of 250 to 320 feet deep to relieve a deep aquifer that was recharging the stilling basin. Malcolm Drilling Company, Inc B-94 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A co CONTRACTOR QUALIF ICATIONS Labor/Staffing Capacity MDCI possesses a substantial equ ipm ent fleet and a hi ghly ski ll ed workforce, offering a distinctive capability to meet the most demanding schedu le requirements. This unique ab ility enables MDCI to deliver high-quality serv ices while maintaining a strong focus on safety. Their extensive experience in project contracting, spann in g several decades, combined with a proven track record in safety, positions MDCI as a trusted and reliable partner. With a workforce ranging from 500 to 1000 individuals, MDCI maintains a stab le and capable workforce. This workforce stabi lity al lows MDCI to efficiently and effectively fulfill their client's needs across a wide geograp hi c range. Sonic Services • Dewatering Systems. • Continuous Soil Core Sampling. • Wire Lin e/Diamond Rock Coring. • Standard Penetration Test (SPT) Sampling. • Shelby Tube Sampling. • Monitoring Well In stal lation, Development, and Decommissioning. • In stallation of Inclinom eters, Extensometers, VWPs, etc. • Aquifer Pumping Tests and Groundwater Samp lin g . • Cathodic Protection In sta ll ation. • T e lev iewing in Cored Holes and Wells. Sonic Drill Rigs and Platforms MDCl's sonic drill rigs demonstrate the capabil ity to in sta ll Dewatering Wells , Geothermal Systems, and conduct Geotechnical and Environmental samp ling to depths of up to 800 feet. The equ ipm ent facilitates continuous samp lin g in all ground cond itions using diamond coring of HQ and PQ sizes. It can accommodate drilling angles while maintaining a high vertical tolerar:ice of less than 1 % at depths exceed in g 100 feet. All the sonic rigs from MDCI are track-mounted, e nsur in g optimal performance in a variety of terrain condit ion s. Ma lcolm Drilling Company, Inc DocuSign Envelope ID : 0C9108D7-A 1 E4 -4BBB-A8C0-0F6 F8D06188A W CONTRACTOR QUALIFICATIONS Safety Commitment MDCI has over 30 clients with A or 8-grade ratings in ISNetworld . MDCl's Mine Safety and Health Administration (MSHA) Contractor Identification Number is: C2798 . MDCl's awards ... 2022: ADSC-Outstanding Safety Program -Recognized Leader in Safety 2021: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2020: AGC -Recognized Leader in Safety 2019: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2018: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2017: ADSC-Outstanding Safety Program -Recognized Leader in Safety 2016: ADSC-Outstanding Safety Program -Recognized Leader in Safety 2015: ADSC-Outstanding Safety Program -Re cogni zed Lead e r in Safety 2014: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2013: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2013: Liberty Mutual Insurance Company -Outstanding Safety Performance -Silver Safety Award 2012: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2012: Liberty Mutual Insurance Company -Outstanding Safety Performance - Commendation Award 2011: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2010: ADSC -Outstanding Safety Program -Recognized Leader in Safety 2009: ADSC-Outstanding Safety Program -Recognized Leader in Safety 2008: ADSC-Outstanding Safety Program -Recognized Leader in Safety 2008: Turner Construction -Company Subcontractor of the Year "--•c; Ii 'lD~c; rl«:ogti!Z.Od Roe..,,_.)fll1~ MALCOLM DRILLING MALCOLM DR ILLING COMPA NY, INC. COMPANY, INC. 1Lf'I."""' 2022 2021 Outstanding Safety Outstanding Safety Program Program COtHRACT0A MEMBER : CONlllACTOll MEMllEll Ii ~1y1 I c,MgOfy l Malcolm Drilling Company. Inc , . • l. . -- DocuSign Envelope ID: OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A Q0 CONTRACTOR QUALIFICATIONS Performance Record Data as of 2023.1.1 2022 2021 2020 2019 2018 2017 2016 Total hours worked by all employees 1,665,624 1,664,012 1,659,580 1,651,803 1,577,621 1,542,753 1,193,506 OSHA Recordable Injuries -13 9 16 20 19 16 10 Total Recordable Cases (TRC) OSHA Total Recordable Incidence Rate (TRIR) 1.56 1.08 1.93 2 .42 2.4 2.07 1.68 Total Number of OSHA Recordable Incidents with 9 7 15 18 19 13 8 NO lost time OSHA Recordable Illnesses -0 0 0 0 0 0 0 . Number of OSHA Recordable Lost Time incidents 4 2 2 0 3 2 (DAFW cases) Column H Lost Time Workdays -Column K 248 28 20 98 0 40 50 Lost Time Incidence Rate (L TIR) 0.48 0 .24 0 .12 0 .24 0 0 .39 0 .34 Other Recordable Cases column J 2 3 3 4 4 4 4 Remained at Work Cases -column's I & J 9 7 15 18 19 13 8 Restricted Work Days Cases column I 7 4 12 14 15 9 4 Job Transfer or Restriction Days column L 711 431 808 1190 627 517 90 Restricted Work Days Case Rate 0 .84 048 145 1.7 1.9 1.2 0.67 Days Away Restricted Time (DART) Cases, sum of 11 6 13 16 15 12 6 column's H & I DART Case Rate 1.32 0 .72 1 .5 7 1.94 1.9 1.55 1.00 First Aid Cases 26 18 18 26 15 4 4 Number of Fatalities 0 0 0 0 0 0 0 (EMR) Experience Modification Rate INTERSTATE 0.74 0 .7 0 .94 1.05 1.1 0.89 0.89 MALCOLM work nationally DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A tlj CONTRACTOR QUALIFICATIONS Overhead MDC l 's over head, expressed as a percentage, stands at a compet itive 10%. Corporate Information Established 1962 Date of Incorporation: Ju ly 1968 IFEIN: 94-1671918 DUNS: 045031267 CAGE: 35CE5 SIC Primary Code: 1771 and 1799 NAICS Primary Code: 237900 and 213114 Malcolm Dri ll ing Company, Inc 1 DocuSign Enve lope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A For inquiries, contact us. www.malcolmdrilling.com Matt Kennedy m ken nedy@ma lcol md ri 11 i ng.com 253 -395 -3300 Garrett Bartley gbartley@malcolmdrilling.com 510 -967 -1343 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment 5 Schematic Annotated Drawings B-100 \ ~ ' Ll'IJON . Looking south-southwest at discharge point along Palos Verdes Drive South Geo-Loo1c ,. s so c , "Tc s ::.J 1 geo -logic.com \~ z to access Farm Trail . Looking east-southeast at "Gateway" and E1 work area Geo-Loo1c B 1 o~ . A s s o c , AT r s :.J 2 geo-og1c.com Looking east-southeast at fractures around E1 work area Geo-Looic B 1 o~ A s so c , AT [ s ::.J 3 geo-og ic.com DocuSign Envelope ID : 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Area E1 .2 - Moderate Fractures Area E1.1 - Large Fractures 807 + Trailer pump + Forklift+ 7m stokes Putsmister TK 65 + Eco pans for washouts + 2nd relay pump + Slick lines D6 + Excavator + Bobcat If\ B-104 N I DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Area E1 .1 - Large Fractures ______, Peppertree Tra il 200Ft x 3ft to 4ft wide --> 2,250CY 50Ft x 2ft wide --> 370 CY Peppertree Trai l - Access to E 1 Sonic Ho le If\ N I B-105 DocuSign Envelope ID : 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A Area E1 .2 - Moderate Fractures B-106 ~~OC?~A~~9ic Looking northeast at E2 work area 4 • geo-logic.com , .. I . a'\, ~~O<?~A~~9ic Looking east-southeast at E2 work area 5 B 108 1-' ~ 1ogic.com s ·.S ........ ,. -I I \~, A-'"', '"' " /./ '/ /, I ( I . -,~ .! 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A."' .. , ~. ~j \ ~ ~ I ,,11,,,-- -'-(P , -" -. ,-~ ~~ ~. ------:'~-<1rij,, LEGEND O' :,;o· 100 200 'ii,l•!•~--~ EX1$T1tJG T0P0GRAPH V, LOH ELEVATION CONTOUR AWIIOXIM.A.H UMlnOF l'OlllUC.U£$E BENO 1.Ar.OSLID( (!SASHJONlflGH!ON,7{)0(J) A?l'ROXIMAH LIMIT$0f SUIISLIDES Of l'QfllUGUESf !It ND LANOSLIOE[l!AM:DlflCiHTON,2000) APPflO~IMATE LOCAi iON 0~ 5-ttORHINE PIIH[RVf PROPERTY BOUNDAP.~ AP~RDXIMAH I.OCAllON OF TRAll BAS(O CIIV Ot AA"-KHO PALOS VERU(SMAPS FX1srniG IMPFlOVEMf·M~ Sf,SFn ON 10N ( Al VAl)f, SURVfVlt<G,INC.SURVfYUPOAH 8RICPFl.0JfCf llMITS!<I ~ PFlOPQS(OllYOl!AUG(RAFlRAYLOCAIION,YElLOWShAO[D ARCA HPIICSWIS ACCCSS, LAYDOWN ARCA, ANO IIYOAAUGCR INITIATIONAHCA,IILACKtlN(R(PR(S(NTSOlll(CIION AN O LLNGlHOF11¥DRAUG(RSINPLANVILW. ,$-1-7 P110POS£DINSTRUM[NlATIONt0CAT10N (DUi\L VUlllLJ\I SOllfHOI E) 1 CONTRACTOR IS RESPONSISU:" TO PERFORM PRE-CONSTRUCTION CONF IRMATION SUBSUI.FACE EXPLORATION 10 VER1f"Y GHovtmWA Tf l( SOIL. AMJ bEDHCY.;K CONOII IONS :> CONTAACTOR IS RESPONSIBLE TO rr<STALL GROUTED COl<DVCTOR /\ND/OR SURFACE CASING '/1/ITH ACEOUATE CAPACITY TO PREVENT bLOWOVT AND/OR OTHEk K)TENTL/\LAOVCRSE EvENISMELAIEO TO HYOI.AUGER INS! ALLA T ION . Of>lc.f-lA T ION, ANOIO!-t MAINTLNANCE 3 ~XISTIW3 fOPOGAAl't-1Y;>MOVIOED8YCllYOl· I-IA.NCi-.Cl$+-'ALOS VERDESDATED2017ANOUPOATEOBYCALVADASUINEYING INC IN JMUARY202~. CONTRACTOR IS REZl'ONSIOLE TO FIELD VERIFY CLEVATJONS SHOWN !, CONll-lAClOk TO~URNISHANO INSTALL l"JMPSANOELECl l'<ICAI CONNECTIONS FOi. l'U~l+-'•I\SSl:.TEO SWALES C CONTRACTOR TO INSTALL PLUMBING CONNECTIONS TO EXIST INC DRAINAGE Llt<ES ANOJOR F'ROPOSED SWALES 7 coriTRACTOR IS RESPONS IBL E TO CAPT URE WATER PROO LJ (;ED FROM DRAINS DUR ING CONSTRUCTION. PERFORM ANALYllCAf. LA80RATORY lESf!NC. OF REPRESENTATIVF WATER SM1PI.F.S FURNISH /\ND INSTALL STORJ\GE TREATMENT I\NOIOR PUMPING EQUl?r..lENT f.S llEEOEO FOR COMPLIANCE WITH PERI.Ill RFO\lll'IH,li•NTS 8. 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S023.1202 B-110 DocuSign En velope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Cement-Benton ite surface sea l grout to "' 80 feet Cement-Bentonite annular grout to fill conductor casing to~ 80 feet Cap Schemat i c Wellhead Completion 16" Conductor Casing with 4• PVC Well/Drai n Sc r een Portuguese Bend Lands li de Stabi li za tion Rancho Palo Verdes, CA Prepared by Ellingson-OTO 8 -111 ·,r.0 '· '. ,.· -" I ' "-0 __ _: ___ ::_\ 0:, ·~0 ',-0 ··------~ TYPICAL HYDRAUGER HORIZONTAL DETAIL ttj ~-IN . DIA SCHEDU LE 11;.IN. DIA-/0,31~-IN WALL I, ~~eLAN:~cc~;\,, J TH1C1<NESSSTEELCAS1NG E ,_ =--✓ :=t, .;:~~Wff~@f/:f¾§ -- =-~~~;ft \ _.,_. -·'-' ,... \ •i 1N 014 SCHl::O\Jll, 40?VCWA1l:f{l1NI:: ·._ <l-lN OIA. 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SO23.1202 B-11 3 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Attachment No. 2 Contractor's Standard Terms and Conditions B-114 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8O06188A Consensus Docs® ConsensusDocs® 210 STANDARD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONSTRUCTOR FOR A PUBLIC WORKS PROJECT (Optional Unit Price) GENERAL INSTRUCTIONS. These instructions are solely for the information and convenience of ConsensusDocs users, and are not a part of the document. Gray boxes indicate where you should click and type in your project information. The yellow shading is a Word default function that displays editable text and is not necessary for document completion. Shading can be turned off by going to the Review tab, select "Restrict Editing" button and uncheck "Highlight the regions I can edit". In Word 2003 you will find this option under the Tools tab, Options, Security tab, Protect Document button. EMBEDDED INSTRUCTIONS are provided to help you complete the document. To display or hide instructions select the "•,r· button under the "Home" tab to show all formatting marks. Instruction boxes are color coded as follows: Red Boxes: Instructions for fields that are typically required to complete contract. Instructions for fields that may or may not be required for a complete contract. Provide general instructions or ConsensusDocs Coalition Guidebook comments, which can be found at www.ConsensusDocs.org/guidebook. ENDORSEMENT. This document was developed through a collaborative effort of organizations representing a wide cross-section of the design and construction industry. The organizations endorsing this document believe it represents a fair allocation of risk and responsibilities of all project participants. Endorsing organizations recognize that this document must be reviewed and adapted to meet specific needs and applicable laws. This document has important legal and insurance consequences, and it is not intended as a substitute for competent professional services and advice. Consultation with an attorney and an insurance or surety adviser is strongly encouraged. Federal, State, and Local laws may vary with respect to the applicability or enforceability of specific provisions in this document. CONSENSUSDOCS SPEC I Fl CALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASERS ASSUME ALL LIABILITY WITH RESPECT TO THE USE OF THIS DOCUMENT, AND CONSENSUSDOCS AND ANY OF THE ENDORSING ORGANIZATIONS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM SUCH USE. For additional information, please contact ConsensusDocs, 2300 Wilson Blvd, Suite 300, Arlington, VA 22201, 866-925-DOCS (3627), g1pJ2r2.r:t@consensusdocs.orq or www.ConsensusDocs.o_rg. Consensus Docs® 21 0 • Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Prnject (Optional Unit Price)· ~2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Ttw ConsensusDocs technology platform creates a redline coniparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-115 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A ConsensusDocs® 210 STANDARD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONSTRUCTOR FOR A PUBLIC WORKS PROJECT (Optional Unit Price) N,·~.SFA &"r C:@AA, w >\. l!SHismmlc .DH1 NUCJ\ (~~)\ Ii'--"'-r.'·> ~-r:,._ .... , \?i~l~/ 1. AGREEMENT 2. GENERAL PROVISIONS PAIN1lNV COhffUA-f:TQqq I HC NGWA ~ iii' COHSlfilJCl'IOtl ma f!NAN(IAt ffl:11118 ~MfAGEAAENT <:FM.A M'.iOCIATWN TABLE OF ARTICLES 3. CONSTRUCTOR'S RESPONSIBILITIES 4. OWNER'S RESPONSIBILITIES 5. SUBCONTRACTS 6. TIME 7. PRICE 8. CHANGES 9. PAYMENT 10. INDEMNITY, INSURANCE, AND BONDS 11. SUSPENSION, NOTICE TO CURE, AND TERMINATION 12. DISPUTE MITIGATION AND RESOLUTION 13. MISCELLANEOUS 14. CONTRACT DOCUMENTS ARTICLE 1 AGREEMENT . OR8F Job Number: [ __ ] Account Code:( __ ] This Agreement is made this [ __ ] day of[ __ ) in the year[ __ ], by and between the OWNER,[ __ ] and the ~I MODUU\R AWl acg ConsensusDocs" 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) • •n 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology plallorm creates a red line comparison to lh•?. standard :anguage Which the purchaser of this contract ,s authorized to share for review p\lrposes. Consultation with legal and insurance counsel are strongly encouraged. You rnay only make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-116 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A CONSTRUCTOR, [ __ ] Tax identification number (TIN)[ __ ] Contractor License No., if applicable [ __ ] for construction and services in connection with the following PROJECT [ __ ] Notice to the Parties shall be given at the above addresses. The Design Professional is [ __ ]. ARTICLE 2 GENERAL PROVISIONS 2.1 PARTIES' RELATIONSHIP AND ETHICS The Parties each agree to proceed with the Project on the basis of mutual trust, good faith, and fair dealing. 2.1. 1 Constructor shall furnish construction administration and management services and use Constructor's diligent efforts to perform the Work in an expeditious manner consistent with the Contract Documents. The Parties shall each endeavor to promote harmony and cooperation among all Project participants. 2.1.2 Constructor represents that it is an independent contractor and that in its performance of the Work it shall act as an independent contractor. 2.1.3 Neither Constructor nor any of its agents or employees shall act on behalf of or in the name of Owner except as provided in this Agreement or unless authorized in writing by Owner's Representative. 2.2 ETHICS The Parties shall perform their obligations with integrity, ensuring at a minimum that each: (a) avoids conflicts of interest and promptly discloses any to the ot11er Party; and (b) warrants that it has not and shall not pay or receive any contingent fees or gratuities to or from the other Party, including its agents, officers, and employees, Subcontractors or others for whom they may be liable, to secure preferential treatment. 2.3 DESIGN PROFESSIONAL Owner, through its Design Professional, shall provide all architectural and engineering design services necessary for the completion of the Work, except the following: [ __ ]. Constructor shall not be required to provide professional services which constitute the practice of architecture or engineering except as otherwise provided in section 3.17. 2.3.1 Owner shall obtain from Design Professional either a license for Constructor and Subcontractors to use the design documents prepared by Design Professional or ownership of the copyrights for such design documents, and shall indemnify and hold harmless Constructor against any suits or claims of infringement of any copyrights or licenses arising out of the use of the design documents for the Project. 2.4 DEFINITIONS 2.4.1 "Agreement" means this ConsensusDocs 210 Standard Agreement and General Conditions Between Owner and Constructor for a Public Works Project, as modified, and exhibits and attachments made part of this agreement upon its execution. 2 ConsensusOocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project {Optional Unit Price) -'"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Thr; ConsensusDocs tect1nology platform cmales a redline comparison to t11e standard language which the purchaser of this contract is authorized to shore for review purposes. Consultation with legal and ,nsurance counsel are strongly encouraged You may only mt1ke copies of finalized documents [or distribution to p,,rties ;n direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B0?AEA00-3174 8-117 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 2.4.1.1 The following exhibits are part of this Agreement: Exhibit A: Schedule of the Work, [ __ ] pages Exhibit B: Labor Relations, if applicable Exhibit C: Certification of Compliance with Equal Opportunity Requirements 2.4.2 "Business Day" means all Days, except weekends and official federal or state holidays where the Project is located. 2.4.3 A "Change Order" is a written order signed by Owner and Constructor after execution of this Agreement, indicating changes in the scope of the Work, the Contract Price, or Contract Time, including substitutions proposed by Constructor and accepted by Owner. 2.4.4 The "Contract Documents" consist of this Agreement, the existing Contract Documents listed in section 14.1, drawings, specifications, addenda issued and acknowledged prior to execution of this Agreement, information furnished by Owner pursuant to subsection 3.13.4, and modifications issued in accordance with this Agreement. 2.4.5 The "Constructor" is the person or entity identified in ARTICLE 1 and includes Constructor's Representative. 2.4.6 ··contract Price" is the amount indicated in section 7 .1 of this Agreement. 2.4.7 "Contract Time" is the period between the Date of Commencement and Final Completion. 2.4.8 "Cost of the Work" means the costs and discounts specified in subsection 8.3.1.3. 2.4.9 "Date of Commencement" is as set forth in section 6.1. 2.4.10 "Day" means a calendar day. 2.4.11 "Defective Work" is any portion of the Work that does not conform to the requirements of the Contract Documents. 2.4.12 "Design Professional" means the licensed architect or engineer, and its consultants, retained by Owner to perform design services for the Project. 2.4.13 "Final Completion" occurs on the date when Constructor's obligations under this Agreement are complete and accepted by Owner and final payment becomes due and payable. This date shall be confirmed by a Certificate of Final Completion signed by Owner and Constructor. 2.4.14 "Hazardous Material" is any substance or material identified now or in the future as hazardous under Laws, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup. 2.4.15 "Interim Directed Change" is a change to the Work directed by Owner pursuant to section 8.2. 2.4.16 "Laws" mean federal, state, and local laws, ordinances, codes, rules, and regulations applicable to the Work with which Constructor must comply that are enacted as of the Agreement date 3 ConsensusOocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs t<?chnology platform creates a redline comparison to the standard langua,1n which lhe purchas,Jr of I.his contract 1s authorized to st1are for review purposes. Consultation with legal and insurance counsel are strongly encouras1ed. You may only make copies of finalized documents for dis!ribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: 807AEA00-3174 8-118 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 2.4.17 "Others" means other contractors/constructors, material suppliers, and persons at the Worksite who are not employed by Constructor or Subcontractors. 2.4.18 "Overhead" means (a) payroll costs and other compensation of Constructor employees in Constructor's principal and branch offices; (b) general and administrative expenses of Constructor's principal and branch offices including charges against Constructor for delinquent payments; and (c) Constructor's capital expenses, including interest on capital used for the Work. 2.4.19 "Owner'' is the person or entity identified in ARTICLE 1, and includes Owner's Representative. 2.4.20 The "Parties" are collectively Owner and Constructor. 2.4.21 "The Project," as identified in ARTICLE 1, is the building, facility, or other improvements for which Constructor is to perform Work under this Agreement. It may also include construction by Owner or Others. 2.4.22 The "Schedule of the Work" is the document prepared by Constructor that specifies the dates on which Constructor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from Owner. 2.4.23 A "Subcontractor" is a person or entity retained by Constructor as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The term Subcontractor does not include Design Professional or Others. 2.4.24 "Substantial Completion" [ ] If this box is checked or, alternatively, if neither box is checked for this subsection the following definition of Substantial Completion shall be the default. "Substantial Completion" means substantial completion of the Work, or of a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the Project, or a designated portion, for the use for which it is intended, without unscheduled disruption. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond Constructor's control. This date shall be confirmed by a Certificate of Substantial Completion signed by Owner and Constructor. Or [ ] means that the Work is complete in accordance with the Contract Documents, approved by Owner, and ready to be placed into service, including cleanup. Owner's approval shall not be unreasonably withheld and Owner shall commence responding to a Constructor's request for approval of the Work within two (2) Business Days or approval shall be deemed given. If Owner does not provide a complete response within an additional five (5) Business Days from commencing a response then approval shall be deemed to be given. 2.4.25 A "Subsubcontractor" is a person or entity who has an agreement with a Subcontractor or another Subsubcontractor to perform a portion of the Subcontractor's Work. 2.4.26 A "Supplier" is a person or entity retained by Constructor to provide material or equipment for the Work. 4 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit. Price) -@ 2014. THIS DOCUMENT MAY HAVE l>EEN MODIFIED. Tho Consensus Docs !ecrinology platform creates a redline comparison to the standard languaqe which the purchaser of \his contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copios of finalizc,d documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: 807AEA00-3174 8-119 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 2.4.27 "Terrorism" means a violent act, or an act that is dangerous to human life, property, or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States government as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended. 2.4.28 "Work" means the construction and services necessary or incidental to fulfill Constructor's obligations for the Project in conformance with this Agreement and the other Contract Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by Owner or Others. 2.4.29 "Worksite" means the geographical area of the Project location as identified in ARTICLE 1 where the Work is to be performed. ARTICLE 3 CONSTRUCTOR'S RESPONSIBILITIES 3.1 GENERAL RESPONSIBILITIES 3.1.1 Constructor shall provide all labor, materials, equipment, and services necessary to complete the Work, all of which shall be provided in full accord with and reasonably inferable from the Contract Documents. 3.1.2 Constructor shall be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized, unless the Contract Documents give other specific instructions. In such case, Constructor shall not be liable to Owner for damages resulting from compliance with such instructions unless Constructor recognized and failed to timely report to Owner any error, inconsistency, omission, or unsafe practice that it discovered in the specified construction means, methods, techniques, sequences, or procedures. 3.1.3 Constructor shall perform Work only within locations allowed by the Contract Documents, Laws, and applicable permits. 3.2 COOPERATION WITH WORK OF OWNER AND OTHERS 3.2.1 Owner may perform work at the Worksite directly or by Others. Any agreements with Others to perform construction or operations related to the Project shall include provisions pertaining to insurance, indemnification, waiver of subrogation, consequential damages, coordination, interference, cleanup, and safety that are substantively the same as the corresponding provisions of this Agreement. 3.2.2 If Owner elects to perform work at the Worksite directly or by Others, Constructor and Owner shall coordinate the activities of all forces at the Worksite and agree upon fair and reasonable schedules and operational procedures for Worksite activities. Owner shall require each separate contractor to cooperate with Constructor and assist with the coordination of activities and the review of construction schedules and operations. The Contract Price and Contract Time shall be equitably adjusted, as mutually agreed by the Parties, for changes made necessary by the coordination of construction activities, and the Schedule of the Work shall be revised accordingly. Constructor, Owner, and Others shall adhere to the revised construction schedule. 3.2.3 With regard to the work of Owner and Others, Constructor shall (a) proceed with the Work in a manner that does not hinder, delay, or interfere with the work of Owner or Others or cause the work of Owner or Others to become defective, (b) afford Owner or Others reasonable access for 5 ConsensusDocs" 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HiWE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract 1s authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents (or d1stnbution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-120 DocuSign Envelope ID: OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A introduction and storage of their materials and equipment and performance of their activities, and (c) coordinate Constructor's Work with theirs. 3.2.4 Before proceeding with any portion of the Work affected by the construction or operations of Owner or Others, Constructor shall give Owner prompt written notification of any defects Constructor discovers in their work which will prevent the proper execution of the Work. Constructor's obligations in this subsection do not create a responsibility for the work of Owner or Others, but are for the purpose of facilitating the Work. If Constructor does not notify Owner of defects interfering with the performance of the Work, Constructor acknowledges that the work of Owner or Others is not defective and is acceptable for the proper execution of the Work. Following receipt of written notice from Constructor of defects, Owner shall promptly inform Constructor what action, if any, Constructor shall take with regard to the defects. 3.3 RESPONSIBILITY FOR PERFORMANCE 3.3.1 Prior to commencing the Work, Constructor shall examine and compare the drawings and specifications with information furnished by Owner that are Contract Documents, relevant field measurements made by Constructor, and any visible conditions at the Worksite affecting the Work. 3.3.2 Should Constructor discover any errors, omissions, or inconsistencies in the Contract Documents, Constructor shall promptly report them to Owner. It is recognized, however, that Constructor is not acting in the capacity of a licensed design professional, and that Constructor's examination is to facilitate construction and does not create an affirmative responsibility to detect errors, omissions, or inconsistencies or to ascertain compliance with applicable laws, building codes, or regulations. Following receipt of written notice from Constructor of defects, Owner shall promptly inform Constructor what action, if any, Constructor shall take with regard to the defects. 3.3.3 Constructor shall have no liability for errors, omissions, or inconsistencies discovered under this section unless Constructor knowingly fails to report a recognized problem to Owner. 3.3.4 Constructor may be entitled to additional costs or time because of clarifications or instructions by Owner in accordance with subsection 3.3.2. 3.3.5 Nothing in this section shall relieve Constructor of responsibility for its own errors, inconsistencies, and omissions. 3.4 CONSTRUCTION PERSONNEL AND SUPERVISION 0 3.4.1 Constructor shall provide competent supervision for the performance of the Work. Before commencing the Work, Constructor shall notify Owner in writing of the name and qualifications of its proposed superintendent(s) and project manager so Owner may review the individual's qualifications. If, for reasonable cause, Owner refuses to approve the individual, or withdraws its approval after once giving it, Constructor shall name a different superintendent or project manager for Owner's review. Any disapproved superintendent shall not perform in that capacity thereafter at the Worksite. 3.4.2 Constructor shall be responsible to Owner for acts or omissions of parties or entities performing portions of the Work for or on behalf of Constructor or any of its Subcontractors. 3.4.3 Constructor shall permit only qualified persons to perform the Work. Constructor shall enforce safety procedures, strict discipline, and good order among persons performing the Work. If Owner determines that a particular person is unfit or unskilled for the assigned Work, Constructor shall immediately reassign the person upon receipt of Owner's written notice to do so. 6 Cons12nsusDocs'' 210 • Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price)· 2014. THIS DOCUMENT MAY HI\VE BEEN MODIFIED The ConsensusDocs technology platform creates a redline comparison to the s!anclard iang1.1<1ge which the pt,rchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance colinscl are strongly enco11ragecl. You rnay only make copies of iinaliz.ed documents for distribution to parties in direct conrwciion with tt1is contrnc\. J\ny other uses are stri~tly prohibited. CONTENT SECURE ID: B07AEA0D•3174 8-121 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 3.4.4 CONSTRUCTOR'S REPRESENTATIVE Constructor's authorized representative is[ __ ]. Constructor's Representative shall possess full authority to receive instructions from Owner and to act on those instructions. If Constructor changes its representative or their authority, Constructor shall immediately notify Owner in writing. 3.5 WORKMANSHIP The Work shall be executed in accordance with the Contract Documents in a workmanlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except such materials as may be expressly provided in the Contract Documents to be otherwise. 3.6 MATERIALS FURNISHED BY OWNER OR OTHERS If the Work includes installation of materials or equipment furnished by Owner or Others, it shall be the responsibility of Constructor to examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of Constructor shall be the responsibility of Constructor and may be deducted from any amounts due or to become due Constructor. Any defects discovered in such materials or equipment shall be reported at once to Owner. Following receipt of written notice from Constructor of defects, Owner shall promptly inform Constructor what action, if any, Constructor shall take with regard to the defects. 3.6.1 ASSIGNMENT OF PURCHASE ORDER If Owner has purchased materials or equipment, and has disclosed terms to Constructor in writing prior to bid for installation on the Project, Owner may assign the purchase contract to Constructor and Constructor agrees to accept such assignment, at no additional cost to Owner. 3.7 TESTS AND INSPECTIONS 3.7.1 Constructor shall schedule all required tests, approvals, and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. Constructor shall give proper notice to all required parties of such tests, approvals, and inspections. If feasible, Owner and Others may timely observe the tests at the normal place of testing. Except as provided in subsection 3.7.3, Owner shall bear all expenses associated with tests. inspections, and approvals required by the Contract Documents, which, unless otherwise agreed to, shall be conducted by an independent testing laboratory or entity retainecJ by Owner. Unless otherwise required by the Contract Documents, required certificates of testing, approval, or inspection shall be secured by Constructor and promptly delivered to Owner. 3. 7.2 If Owner or appropriate authorities determine that tests, inspections, or approvals in addition to those required by the Contract Documents will be necessary, Constructor shall arrange for the procedures and give timely notice to Owner and Others who may observe the procedures. Costs of the additional tests, inspections, or approvals are at Owner's expense except as provided in the subsection below. 3.7.3 If the procedures described in the two subsections immediately above indicate that portions of the Work fail to comply with the Contract Documents, Constructor shall be responsible for costs of correction and retesting. 3.8 WARRANTY 3.8.1 Constructor warrants that all materials and equipment shall be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. At Owner's request, Constructor shall furnish satisfactory evidence of 7 ConsensusOocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -'"2014. THIS DOCUMENT MAY HAVE BEEM MODIFIED. The ConsensusDocs technology platform croates a redline companson to the standard language 1Nhich the pt1rcha;;er of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel am strongly encouraged. You may only make copies of frnallzotl documents for distribution lo parties in direct c:onnection with this contract. Any other uses are strictly prohibited. CONTENT SECURE 10: B07AEA00·3174 8-122 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A the quality and type of materials and equipment furnished. Constructor further warrants that the Work shall be free from material defects not intrinsic in the design or materials required in U1e Contract Documents. Constructor's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by Owner or Others, or abuse. Constructor's warranty shall commence on the Date of Substantial Completion of the Work, or of a designated portion. 3.8.2 To the extent products, equipment, systems, or materials incorporated in the Work are specified and purchased by Owner; they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face of any such warranty. 3.8.3 Constructor shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. All such warranties shall be listed in an attached exhibit to this Agreement. Constructor's liability for such warranties shall be limited to the one-year correction period as provided in the section below. After that period, Constructor shall provide reasonable assistance to Owner in enforcing the obligations of Subcontractors or Suppliers for such extended warranties. 3.9 CORRECTION OF WORK WITHIN ONE YEAR 3.9.1 If, prior to Substantial Completion and within one year after the date of Substantial Completion of the Work, any Defective Work is found, Owner shall promptly notify Constructor in writing. Unless Owner provides written acceptance of the condition, Constructor shall promptly correct the Defective Work at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible. If within the one-year correction period Owner discovers and does not promptly notify Constructor or give Constructor an opportunity to test or correct Defective Work as reasonably requested by Constructor, Owner waives Constructor's obligation to correct that Defective Work as well as Owner's right to claim a breach of the warranty with respect to that Defective Work. 3.9.2 With respect to any portion of Work first performed after Substantial Completion, the one-year correction period shall be extended by the period of time between Substantial Completion and the actual performance of the later Work. Correction periods shall not be extended by corrective work performed by Constructor. 3.9.3 If Constructor fails to correct Defective Work within a reasonable time after receipt of written notice from Owner prior to final payment, Owner may correct it in accordance with Owner's right to carry out the Work. In such case, an appropriate Change Order shall be issued deducting the cost of correcting the Defective Work from payments then or t11ereafter due Constructor. If payments then or thereafter due Constructor are not sufficient to cover such amounts, Constructor shall pay the difference to Owner. 3.9.4 If after the one-year correction period but before the applicable limitation period Owner discovers any Defective Work, Owner shall, unless the Defective Work requires emergency correction, promptly notify Constructor. If Constructor elects to correct the Work, it shall provide written notice of such intent within fourteen (14) Days of its receipt of notice from Owner. Constructor shall complete the correction of Work within a mutually agreed tirneframe. If Constructor does not elect to correct the Work, Owner may have the Work corrected by itself or Others and charge Constructor for the reasonable cost of the correction. Owner shall provide Constructor with an accounting of correction costs it incurs. 8 ConscnsusOocs"' 210. Standard Agreement And General Conditions Botwocn Owner And Constructor For A Public Works Project (Optional Unit Price)·'" 2014. THIS DOCUMENT MAY H/\VE BEEN MODIFIED. Tho ConsonsusOacs technology platform cre;Jtos a redline comparison to tho stand(lrd 1angtrag0 which the purchaser of this contract is authorized lo share f(,r rev,ew purposes. Consultc1tion with legal and insurance counsel are strongly encouraged. You may only make copies of finalized doi;umcnts for distribution to parties in direct connection with ll1is contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00·3174 B-123 DocuSign Envelope ID: 0C:9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 3.9.5 If Constructor's correction or removal of Defective Work causes damage to or destroys other completed or partially completed Work or existing buildings, Constructor shall be responsible for the cost of correcting the destroyed or damaged property. 3.9.6 The one-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of Constructor's other obligations under the Contract Documents. 3.9.7 Prior to final payment, at Owner's option and with Constructor's agreement, Owner may elect to accept Defective Work rather than require its removal and correction. In such case, the Contract Price shall be equitably adjusted for any diminution in the value of the Project caused by such Defective Work. 3.10 CORRECTION OF COVERED WORK 3.10.1 On request of Owner, Work that has been covered without a requirement that it be inspected prior to being covered may be uncovered for Owner's inspection. Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by Owner or Others. If the uncovered Work proves to be defective, Constructor shall pay the costs of uncovering and replacement. 3.10.2 If, contrary to specific requirements in the Contract Documents or contrary to a specific request from Owner, a portion of the Work is covered, Owner, by written request, may require Constructor to uncover the Work for Owner's observation. In this circumstance, the Work shall be replaced at Constructor's expense and with no adjustment to the Contract Time. 3.11 SAFETY OF PERSONS AND PROPERTY 3.11.1 SAFETY PRECAUTIONS AND PROGRAMS Constructor shall have overall responsibility for safety precautions and programs in the performance of the Work. However, such obligation does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work or for compliance with Laws. 3.11.2 Constructor shall seek to avoid injury, loss, or damage to persons or property by taking reasonable steps to protect: 3.11.2.1 its employees and other persons at the Worksite; 3.11.2.2 materials and equipment stored at onsite or offsite locations for use in the Work; and 3.11.2.3 property located at the Worksite and adjacent to Work areas, whether or not the property is part of the Worksite. 3.11.3 CONSTRUCTOR'S SAFETY REPRESENTATIVE Constructor's Worksite safety representative is [ __ ], who shall act as Constructor's Worksite safety representative with a duty to prevent accidents. If no individual is identified in this subsection, Constructor's safety representative shall be Constructor's Representative. Constructor shall report promptly in writing to Owner all recordable accidents and injuries occurring at the Worksite. When Constructor is required to file an accident report with a public authority, Constructor shall furnish a copy of the report to Owner. ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works ProJect (Optional Unit Price) -®2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED The ConsensusDocs tcchnolo9y platform creates a redline comparison to the standard langua9e which the purchaser of this contract 1s authorized !o share for review purposns. Consultation with legal and insurance counsel are strongly encouraged. You may only rnake copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: 807AEA00-3174 B-124 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 3.11 .4 Constructor shall provide Owner with copies of all notices required of Constructor by law or regulation. Constructor's safety program shall comply with the requirements of governmental and quasi-governmental authorities having jurisdiction. 3.11.5 Damage or loss not insured under property insurance which may arise from the Work, to the extent caused by the negligent acts or omissions of Constructor, or anyone for whose acts Constructor may be liable, shall be promptly remedied by Constructor. 3.11.6 If Owner deems any part of the Work or Worksite unsafe, Owner, without assuming responsibility for Constructor's safety program, may require Constructor to stop performance of the Work or take corrective measures satisfactory to Owner, or both. If Constructor does not adopt corrective measures, Owner may perform them and deduct their cost from the Contract Price. Constructor agrees to make no claim for damages, for an increase in the Contract Price or for a change in the Contract Time based on Constructor's compliance with Owner's reasonable request. 3.12 EMERGENCIES 3.12.1 In an emergency affecting the safety of persons or property, Constructor shall act in a reasonable manner to prevent threatened damage, injury, or loss. Any change in the Contract Price or Contract Time resulting from the actions of Constructor in an emergency situation shall be determined as provided for in ARTICLE 8. 3.13 HAZARDOUS MATERIALS 3.13.1 Constructor shall not be obligated to commence or continue work until any Hazardous Material discovered at the Worksite has been removed, rendered, or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate governmental agency. 3.13.2 If after commencing the Work, Hazardous Material is discovered at the Worksite, Constructor shall be entitled to immediately stop Work in the affected area. Constructor shall promptly report the condition to Owner, Design Professional, and, if required, the governmental agency with jurisdiction. 3.13.3 Constructor shall not be required to perform any Work relating to or in the area of Hazardous Material without written mutual agreement. 3.13.4 Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether the material requires corrective measures or remedial action. Such measures shall be the sole responsibility of Owner, and shall be performed in a manner minimizing any adverse effect upon the Work. Constructor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency with jurisdiction. 3.13.5 If Constructor incurs additional costs or is delayed due to the presence or remediation of Hazardous Material, Constructor shall be entitled to an equitable adjustment in the Contract Price or the Contract Time. 3.13.6 To the extent permitted by applicable Laws, section 6.6, and to the extent not caused by the negligent acts or omissions of Constructor, its Subcontractors and Subsubcontractors, and the agents, officers, directors, and employees of each of them, Owner shall defend, indemnify, and hold harmless Constructor, its Subcontractors and Subsubcontractors, and the agents, officers, 10 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -•0 2014. THIS DOCUMENT MAY H1WE BEEN MODIFIED. The ConsensusDocs 1echnology platform creates a red line comparison to lho standard languane which the purchaser of this contract is authorized 10 st1are for review purposes. Consultation with legal and insurance counsel are strongly encoura9ed, You may only make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B0?AEA00-3174 B-125 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A directors, and employees of each of them, from and against all claims, damages, losses, costs, and expenses, including but not limited to reasonable attorneys' fees, costs, and expenses incurred in connection with any dispute resolution process, arising out of or relating to the performance of the Work in any area affected by Hazardous Material. 3.13.7 MATERIALS BROUGHT TO THE WORKSITE 3.13.7.1 Safety Data Sheets (SOS) as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by Constructor, Subcontractors, Owner, or Others, shall be maintained at the Worksite by Constructor and made available to Owner, Subcontractors, and Others. 3.13.7.2 Constructor shall be responsible for the proper delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by Constructor in accordance with the Contract Documents and used or consumed in the performance of the Work. 3.13. 7.3 To the extent caused by the negligent acts or omissions of Constructor, its agents, officers, directors, and employees, Constructor shall indemnify and hold harmless Owner, its agents, officers, directors, and employees, from and against any and all claims, damages, losses, costs, and expenses, including but not limited to attorneys' fees, costs, and expenses incurred in connection with any dispute resolution procedure, arising out of or relating to the delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by Constructor in accordance with the Contract Documents. 3.13.8 This section 3.13 shall survive the completion of the Work or any termination of this Agreement. 3.14 SUBMITTALS 3.14.1 Constructor shall submit to Owner and Design Professional all shop drawings, samples, product data, and similar subrnittals required by the Contract Documents for review and approval. Submittals shall be submitted in electronic form if required in accordance with ConsensusDocs 200.2 and subsection 4.6.1. Constructor shall be responsible for the accuracy and conformity of its submittals to the Contract Documents. At no additional cost, Constructor shall prepare and deliver its submittals in a manner consistent with the Schedule of the Work and in such time and sequence so as not to delay the performance of the Work or the work of Owner and Others. Constructor submittals shall identify in writing for each submittal all changes, deviations, or substitutions from the requirements of the Contract Documents. The approval of any Constructor submittal shall not be deemed to authorize changes, deviations, or substitutions from the requirements of the Contract Documents unless express written approval is obtained from Owner specifically authorizing such deviation, substitution, or change. To the extent a change, deviation, or substitution causes an impact to the Contract Price or Contract Time, such approval shall be promptly memorialized in a Change Order. Neither Design Professional nor Owner shall make any change, deviation, or substitution through the submittal process without specifically identifying and authorizing such deviation to Constructor. If the Contract Documents do not contain submittal requirements pertaining to the Work, Constructor agrees upon request to submit in a timely fashion to Design Professional and Owner for review any shop drawings, samples, product data, manufacturers' literature or similar submittals as may reasonably be required by Owner. 3.14.2 Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay. 11 Consensus Docs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You rnay only rnake copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-126 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 3.14.3 Constructor shall perform all Work strictly in accordance with approved submittals. Approval of shop drawings is not an authorization to perform changed work, unless the procedures of ARTICLE 8 are followed. Approval does not relieve Constructor from responsibility for Defective Work resulting from errors or omissions on the approved shop drawings. 3:14.4 Record copies of the following, incorporating field changes and selections made during construction, shall be maintained at the Worksite and available to Owner upon request: drawings, specifications, addenda, Change Order and other modifications, and required submittals including product data, samples, and shop drawings. 3.15 SUBSTITUTIONS No substitutions shall be made in the Work unless permitted in the Contract Documents and then only after Constructor obtains approvals required under the Contract Documents for substitutions. No later than seven (7) Days following approval by Owner and, if applicable, Design Professional, substitutions shall be promptly memorialized in a Change Order, and if applicable, provide for an adjustment in the Contract Price or Contract Time. 3.16 AS-BUIL TS Constructor shall prepare and submit to Owner [ __ ] final marked-up as-built drawings; r [ __ ] updated electronic data, in accordance with ConsensusDocs 200.2 and subsection 4.6.1; or [ ___ ] such documentation as defined by the Parties by attachment to this Agreement, in general documenting how the various elements of the Work were actually constructed or installed. 3.17 DESIGN DELEGATION If the Contract Documents specifically require Constructor to procure design services, Owner shall specify all required performance and design criteria. Constructor shall not be responsible for the adequacy of such performance and design criteria. As permitted by the laws, rules, and regulations in the jurisdiction where the Project is located, Constructor shall procure such services and any certifications necessary to satisfactorily complete the Work from a licensed design professional. The signature and seal of Constructor's design professional shall appear on all drawings, calculations, specifications, certifications, shop drawings, and other submittals related to the Work designed or certified by Constructor's design professional. 3.18 PERMITS AND TAXES 3.18.1 Constructor shall give public authorities all notices required by law and, except for permits and fees that are the responsibility of Owner, shall obtain and pay for all necessary permits, licenses, and renewals pertaining to the Work. Constructor shall provide to Owner copies of all notices, permits, licenses, and renewals required under this Agreement. 3.18.2 Constructor shall pay all applicable taxes enacted when bids are received or negotiations concluded for the Work provided by Constructor. 3. -18.3 If, in accordance with Owner's direction, Constructor claims an exemption for taxes, Owner shall indemnify and hold Constructor harmless from any liability, penalty, interest, fine, tax assessment, attorneys' fees, or other expense or cost incurred by Constructor as a result of any such action. 3.19 CUTTING, FITTING, AND PATCHING 0 3.19.1 Constructor shall perform cutting, fitting, and patching necessary to coordinate the various parts of the Work and to prepare its Work for the work of Owner or Others. 12 ConsonsusDocs" 210 Standard Agreoment Ancl General Conditions Botwoon Owner And Constructor For A Public Works Project (Optional Unit Price), '"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Tho Ce1nsonsusDocs technology platform crnales a redline comparison to lhe standard langu<1g0 which the purchaser of this contract is autr1ori2ed lo share for review purposes. ConsuH,,llon wi!h le1Jal and insurance counsel are stronqly enco\lragod You may only make copies of finalized d()C<Jments for cli;tr,bution to padies in direct conrwction with this con!.-act. Any oirier uses are strictly prohilJited. CONTENT SECURE 10; B07AEA00-3174 B-127 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8D06188A 3.19. 2 Cutting, patching, or altering the work of Owner or Others shall be done with the prior written approval of Owner. Such approval shall not be unreasonably withheld. 3.20 CLEANING UP 3.20.1 Constructor shall regularly remove debris and waste materials at the Worksite resulting from the Work. Prior to discontinuing Work in an area, Constructor shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste, and surplus materials. Constructor shall minimize and confine dust and debris resulting from construction activities. At the completion of the Work, Constructor shall remove from the Worksite all construction equipment, tools, surplus materials, waste materials, and debris. 3.20.2 If Constructor fails to commence compliance with cleanup duties within two (2) Business Days after written notification from Owner of non-compliance, Owner may implement appropriate cleanup measures without further notice and shall deduct the reasonable costs from any amounts due or to become due Constructor in the next payment period. 3.21 ACCESS TO WORK Constructor shall facilitate the access of Owner, Design Professional, and Others to Work in progress. 3.22 TRAFFIC AND PUBLIC CONVENIENCE Constructor_shall notify the proper authorities at least [ __ ] Business Day(s) in advance of starting work on a traveled street, and comply with the directives of such authorities regarding traffic control. Constructor shall not obstruct access to fire hydrants and service valves, nor to U.S. mailboxes. Constructor shall repair and restore to service any utility service facilities damaged by Constructor's operations, and shall cooperate with utility companies in the restoration of their service. 3.22.1 Constructor shall make reasonably suitable and adequate provisions for the convenience and safety of the public and of the residents along the route of construction during working and non- working hours. [ __ ~ Days before starting Work, Constructor shall post prominent written notices on every block in urban areas and every quarter mile in rural areas along the route of the Work notifying owners and occupants of the nature of the work to be performed in sufficient detail to allow owners and occupants to take precautions to protect their property. Constructor shall exercise reasonable care not to damage property along the route of the work. 3.23 COMPLIANCE WITH LAWS Constructor shall comply with all Laws at its own costs. Constructor shall be liable to Owner for all loss, cost, or expense attributable to any acts or omissions by Constructor, its employees, subcontractors, and agents for failure to comply with Laws, including fines, penalties, or corrective measures. However, liability under this subsection shall not apply if notice to Owner was given, and advance approval by appropriate authorities, including Owner, is received. 3.23.1 The Contract Price or Contract Time shall be equitably adjusted by Change Order for additional costs resulting from any changes in Laws, including increased taxes, which were not reasonably anticipated and then enacted after the date of this Agreement. 3.24 CONFIDENTIALITY Unless compelled by law, a governmental agency or authority, an order of a court of competent jurisdiction, or a validly issued subpoena, Constructor shall treat as confidential and not disclose to third-persons, except Subcontractors, Subsubcontractors, and Suppliers as is necessary for the performance of the Work, or use for its own benefit, any of Owner's confidential information, know- how, discoveries, production methods, and the like that may be disclosed to Constructor or which Constructor may acquire in connection with the Work. Owner shall treat as confidential information all of 13 Consensus Docs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price)-'"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusOocs technology platform creates a redline comparison to the standard languaqe which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraped. You ITTDY only make copies of finalized documents f'Jr dislribution to parties in direct connection with this contract. Any other uses are striclly prohibited. CONTENT SECURE ID: B0?AEA00-3174 B-128 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Constructor's estimating systems and historical and parameter cost data that may be disclosed to Owner in connection with the performance of this Agreement. The Parties shall each specify those items to be treated as confidential and shall mark them as "Confidential." If a Party is legally compelled or there is an order seeking disclosure of any Confidential Information, Constructor or Owner shall promptly notify the other Party to permit that Party's legal objection. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 INFORMATION AND SERVICES Owner's responsibilities under this article shall be fulfilled with reasonable detail and in a timely manner. 4.2 FINANCIAL INFORMATION Before commencing the Work and thereafter, at the written request of Constructor, Owner shall provide Constructor with evidence of Project financing, including information showing the actual amounts immediately available pursuant to a loan, grant, appropriation or fund for payments anticipated to become due to Constructor under this Agreement and the extent to which any such loan, grant, appropriation, or fund is subject to sequester or other conditions for release of funds. Evidence that sufficient funds are available for expenditure is a condition precedent to Constructor's commencing and continuing the Work. Constructor may terminate this Agreement pursuant to section 11.5. Owner shall also provide Constructor with information sufficient to determine applicability of rights for stop notices, bond claims (lien rights, if applicable), or other rights securing payment, and with all information necessary to give notice of and to enforce such rights, within seven (7) Days after Constructor's request in writing. 4.3 WORKSITE INFORMATION To the extent Owner has obtained, or is required elsewhere in the Contract Documents to obtain, the following Worksite information, Owner shall provide at Owner's expense and with reasonable promptness: 4.3.1 information describing the physical characteristics of the Worksite, including surveys, Worksite evaluations, legal descriptions, data, or drawings depicting existing conditions, subsurface conditions, and environmental studies, reports, and investigations. Legal descriptions shall include easements, title restrictions, boundaries, and zoning restrictions. Worksite descriptions shall include existing buildings and other construction and all other pertinent Worksite conditions. Adjacent property descriptions shall include structures, streets, sidewalks, alleys, and other features relevant to the Work. Utility details shall include available services, lines at the Worksite and adjacent thereto, and connection points. The information shall include public and private information, subsurface information, grades, contours, and elevations, drainage data, exact locations and dimensions, and benchmarks that can be used by Constructor in laying out the Work; 4.3.2 tests, inspections, and other reports dealing with environmental matters, Hazardous Material and other existing conditions, including structural, mechanical, and chemical tests, required by the Contract Documents or by Law; and 4.3.3 any other information or services requested in writing by Constructor which are required for Constructor's performance of the Work and under Owner's control. 4.4 CONCEALED OR UNKNOWN SITE CONDITIONS If the conditions encountered at the Worksite are (a) subsurface or other physical conditions materially different from those indicated in the Contract Documents or any Worksite information provided in accordance with this ARTICLE 4, or (b) unusual and unknown physical conditions materially different from conditions ordinarily encountered and generally recognized as inherent in the Work provided for in the Contract Documents, Constructor shall stop affected Work after the condition is first observed and give prompt written notice of the condition to Owner and Design Professional. Within a reasonable time after receiving notice, Owner will (Jirect Constructor how to proceed. If Owner acknowledges that Constructor has encountered an unknown condition, 14 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs locl'mology platform creates a red line comparison to the standard language which the purchaser of this conlracl is authorized to share for review purposes. Consultation with legal And insurance counsel are strongly encouraged. You may only rnake copies of finalized <locum8nts for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: 807AEA00-3174 B-129 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A Constructor shall not be required to perform any Work relating to the unknown condition without the written mutual agreement of the Parties or an interim change directive. Any change in the Contract Price or the Contract Time as a result of the unknown condition shall be determined as provided in ARTICLE 8. If Owner denies the existence of an unknown condition, Constructor may seek recourse in accordance with ARTICLE 12. 4.5 The drilling operations performed by Constructor and/or its subcontractors may impact the current slide conditions. Owner shall defend, indemnify, and hold Constructor and/or its subcontractors harmless from any and all liability suits, claims, costs, and expenses, including reasonable attorneys' fees which may arise out of a change in the slide conditions due to the performance of Constructor's Work hereunder. 4.6 BUILDING PERMIT, FEES, ANO APPROVALS Except for those permits and fees related to the Work which are the responsibility of Constructor, Owner shall secure and pay for all other permits, approvals, easements, assessments, utility connections for permanent service, and fees required for the development, construction, use, or occupancy of permanent structures or for permanent changes in existing facilities, including the building permit. 4.7 CONTRACT DOCUMENTS Unless otherwise specified, Owner shall provide[~-~] ([ __ J) hard copies of the Contract Documents to Constructor without cost. 4.7.1 DOCUMENTS IN ELECTRONIC FORM If Owner requires that Owner, Design Professional, and Constructor exchange documents and data in electronic or digital form, prior to any such exchange, Owner, Design Professional and Constructor shall agree on a written protocol governing all exchanges in ConsensusOocs 200.2 or a separate addenda, which, at a minimum, shall specify: (a) the definition of documents and data to be accepted in electronic or digital form or to be transmitted electronically or digitally; (b) management and coordination responsibilities; (c) necessary equipment, software, and services; (d) acceptable formats, transmission methods, and verification procedures; (e) methods for maintaining version control; (f) privacy and security requirements; and (g) storage and retrieval requirements. Except as otherwise agreed to by the Parties in writing, the Parties shall each bear their own costs as identified in the protocol. In the absence of a written protocol, use of documents and data in electronic or digital form shall be at the sole risk of the recipient. 4.8 OWNER'S REPRESENTATIVE Owner's Representative is [ ] Owner's Representative shall be fully acquainted with the Project, and shall have authority to bind Owner in all matters requiring Owner's approval, authorization, or written notice. If Owner changes its Representative or its Representative's authority, Owner shall immediately notify Constructor in writing. 4.9 OWNER'S CUTTING AND PATCHING Cutting, patching, or altering the Work by Owner or Others shall be done with the prior written approval of Constructor, which approval shall not be unreasonably withheld. 4.10 OWNER'S RIGHT TO CLEAN UP In case of a dispute between Constructor and Others with regard to respective responsibilities for cleaning up at the Worksite, Owner may implement appropriate cleanup measures after two (2) Business Days' notice and allocate the cost among those responsible during the following pay period. 4.11 COST OF CORRECTING DAMAGED OR DESTROYED WORK With regard to damage or loss attributable to the acts or omissions of Owner or Others and not to Constructor, Owner may either (1) promptly remedy the damage or loss or (2) accept the damage or loss. If Constructor incurs additional costs or is delayed due to such loss or damage, Constructor shall be entitled to an equitable adjustment in the Contract Price or Contract Time. 15 Consensus Docs® 21 O -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"2014. THIS DOCUMENT MAY Hi\VE BEEN MODIFIED. The ConsensusDocs t,icl1nology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share /or ,·eview pwposes. Consultation with legal and insurance counsel are strongly encouraged You may only mak0 copies of finalizerJ doc\Jments for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 8-130 DocuSign Envelope ID: OC9108D7-A 1 E4-4BBB-A8CO-OF6F8D06188A ARTICLE 5 SUBCONTRACTS 5.1 SUBCONTRACTORS The Work not performed by Constructor with its own forces shall be performed by Subcontractors. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Promptly after the award of this Agreement, Constructor shall provide Owner and, if directed, Design Professional with a written list of the proposed Subcontractors and significant Suppliers. If Owner has a reasonable objection to any proposed Subcontractor or Supplier, Owner shall notify Constructor in writing. Failure to promptly object shall constitute acceptance. 5.2.2 If Owner has reasonably and promptly objected, Constructor shall not contract with the proposed Subcontractor or Supplier, and Constructor shall propose another acceptable Subcontractor or Supplier to Owner. An appropriate Change Order shall reflect any increase or decrease in the Contract Price or Contract Time because of the substitution. 5.3 BINDING OF SUBCONTRACTORS AND SUPPLIERS Constructor agrees to bind every Subcontractor and Supplier (and require every Subcontractor to so bind its subcontractors and suppliers) to all the provisions of this Agreement and the Contract Documents as they apply to the Subcontractor's or Supplier's portions of the Work. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.4.1 If this Agreement is terminated, each subcontract and supply agreement shall be assigned by Constructor to Owner, subject to the prior rights of any surety, provided that: 5.4.1.1 this Agreement is terminated by Owner pursuant to sections 11.3 or 11.4; and 5.4.1.2 Owner accepts such assignment after termination by notifying the Subcontractor and Constructor in writing, and assumes all rights and obligations of Constructor pursuant to each subcontract agreement. 5.4.2 If Owner accepts such an assignment, and the Work has been suspended for more than thirty (30) consecutive Days, following termination, if appropriate, the Subcontractor's compensation shall be equitably adjusted as a result of the suspension. ARTICLE 6 TIME 6.1 DATE OF COMMENCEMENT The Date of Commencement is the Agreement date in ARTICLE 1 unless otherwise set forth below: [ __ ] 6.1.1 SUBSTANTIAL/FINAL COMPLETION Substantial Completion of the Work shall be achieved in [ __ ] ([ __ ]) Days from the Date of Commencement. Unless otherwise specified in the Certificate of Substantial Completion, Constructor shall achieve Final Completion within [ __ ] ([ __ ]) Days after the date of Substantial Completion. The deadlines for Substantial and Final Completion are subject to adjustments as provided for in the Contract Documents. 6.1.2 Time is of the essence for this Agreement and the Contract Documents. 16 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price)··® 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDoc;; technolo9y plalforrn cnrntes a red line comparison to the standard langua,Je which the purchaser of \his contracl is author'zed to share for review purposes. Consultation with legal and insurance counsel are strongly encoura<;1ed. You may only mak& copies of f1nalizeti documents tor ,J,stribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-131 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 6.1.3 Unless instructed by Owner in writing, Constructor shall not knowingly commence the Work before the effective date of insurance to be provided by Constructor or Owner as required by the Contract Documents. 6.2 SCHEDULE OF THE WORK 6.2.1 Before submitting the first application for payment, Constructor shall submit to Owner, and if directed, to Design Professional, a Schedule of the Work showing the dates on which Constructor plans to commence and complete various parts of the Work, including dates on which information and approvals are required from Owner. Constructor shall comply with the approved Schedule of the Work, unless directed by Owner to do otherwise or Constructor is otherwise entitled to an adjustment in the Contract Time. Constructor shall update the Schedule of the Work on a monthly basis or at appropriate intervals as required by the conditions of the Work and the Project. 6.2.2 Owner may determine the sequence in which the Work shall be performed, provided it does not unreasonably interfere with the Schedule of the Work. Owner may require Constructor to make reasonable changes in the sequence at any time during the performance of the Work in order to facilitate the performance of work by Owner or Others. To the extent such changes increase Constructor's costs or time, the Contract Price and Contract Time shall be equitably adjusted. 6.2.3 All Work is to be accomplished per the direction of the Owner's representative. Constructor does not guarantee performance of the Work in any way and/or completion schedules and Constructor will only perform work which is solely determined by Constructor to be safe for Constructor's personnel and within the safe limits and capabilities of Constructor's equipment. 6.3 DELAYS AND EXTENSIONS OF TIME 6.3.1 If Constructor is delayed at any time in the commencement or progress of the Work by any cause beyond the control of Constructor, Constructor shall be entitled to an equitable extension of the Contract Time. Examples of causes beyond the control of Constructor include, but are not limited to, the following: (a) acts or omissions of Owner, Design Professional, or Others; (b) changes in the Work or the sequencing of the Work ordered by Owner, or arising from decisions of Owner that impact the time of performance of the Work; (c) encountering Hazardous Materials, or concealed or unknown conditions; (d) delay authorized by Owner pending dispute resolution or suspension by Owner under section 11.1; (e) transportation delays not reasonably foreseeable; (f) labor disputes not involving Constructor; (g) general labor disputes impacting the Project but not specifically related to the Worksite; (h) fire; (i) Terrorism; U) epidemics; (k) adverse governmental actions; (I) unavoidable accidents or circumstances; (m) adverse weather conditions not reasonably anticipated. Constructor shall submit any requests for equitable extensions of Contract Time in accordance with ARTICLE 8. 6.3.2 In addition, if Constructor incurs additional costs as a result of a delay that is caused by items (a) through (d) immediately above, Constructor shall be entitled to an equitable adjustment in the Contract Price subject to section 6.6. 6.3.3 NOTICE OF DELAYS If delays to the Work are encountered for any reason, Constructor shall provide prompt written notice to Owner of the cause of such delays after Constructor first recognizes the delay. Owner and Constructor agree to take reasonable steps to mitigate the effect of such delays. 6.4 NOTICE OF DELAY CLAIMS If Constructor requests an equitable extension of the Contract Time or an equitable adjustment in the Contract Price as a result of a delay described in the section above, Constructor shall give Owner written notice of the claim in accordance with section 8.4. If Constructor 17 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED Tho ConsensusOocs tccrinolog,• platform creates a redline comparison to the standard language which the ourchaser of this contract is authorized (o share for revie'<",' plirposes. Consultation with legal and insurance counsel are strongly encouraged You may only nrnke copies of finalized doc1.unents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 8-132 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A causes delay in the completion of the Work, Owner shall be entitled to recover its additional costs subject to section 6.6. Owner shall process any such claim against Constructor in accordance with ARTICLE 8. 6.5 LIQUIDATED DAMAGES 6.5.1 SUBSTANTIAL COMPLETION The Parties agree that this Agreement[ __ ] shall/[ __ ] shall not provide for the imposition of liquidated damages based on the Date of Substantial Completion. 6.5.1.1 Constructor understands that if the Date of Substantial Completion established by this Agreement, as may be amended by subsequent Change Order, is not attained, Owner will suffer damages which are difficult to determine and accurately specify. Constructor agrees that if the Date of Substantial Completion is not attained, Constructor shall pay Owner[ __ ] dollars ($[ __ ]) as liquidated damages and not as a penalty for each Day that Substantial Completion extends beyond the Date of Substantial Completion. The liquidated damages provided herein shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties, and any other damages of whatsoever nature incurred by Owner which are occasioned by any delay in achieving the Date of Substantial Completion. 6.5.2 FINAL COMPLETION Owner and Constructor agree that this Agreement(_ __ ] shall/ [ __ ] shall not provide for the imposition of liquidated damages based on the Date of Final Completion. 6.5.2.1 Constructor understands that if the Date of Final CompleUon established by this Agreement, as may be amended by subsequent Change Order, is not attained, Owner will suffer damages which are difficult to determine and accurately specify. Constructor agrees that if the Date of Final Completion is not attained, Constructor shall pay Owner[ __ ] dollars ($[ ___ ]) as liquidated damages and not as a penalty for each Day that Final Completion extends beyond the Date of Final Completion. The liquidated damages provided herein shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties, and any other damages of whatsoever nature incurred by Owner which are occasioned by any delay in achieving the Date of Final Completion. 6.5.3 OTHER LIQUIDATED DAMAGES Owner and Constructor may agree upon the imposition of liquidated damages based on other project milestones or performance requirements. Such agreement shall be inclucled as an exhibit to this Agreement. 6.6 LIMITED MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Except for damages mutually agreed upon by the Parties as liquidated damages in section 6.5 and excluding losses covered by insurance required by the Contract Documents, Ovmer and Constructor agree to waive all claims against each other for any consequential damages that may arise out of or relate to this Agreement, except for those specific items of damages excluded from this waiver as mutually agreed upon by the Parties and identified below. Owner agrees to waive damages, including but not limited to Owner's loss of use of the Project, any rental expenses incurred, loss of income, profit, or financing related to the Project, as well as the loss of business, loss of financing, loss of profits not related to this Project, loss of reputation, or insolvency. Constructor agrees to waive damages, including but not limited to loss of business, loss of financing, loss of profits not related to this Project, loss of bonding capacity, loss of reputation, or insolvency. The provisions of this section shall also apply to the termination of this Agreement and shall survive such termination. The following are excluded from this mutual waiver: [ __ ]. 18 ConsensusOocs"' 210 -Standard Agreement And Ga11oral Conditions Betwcrnn Own or And Constructor For A Public Works Project (Optional Unit Price) -'0 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Tho ConsensusDocs t0chnolo9y platform creates a r-0dline com pan son to lhe s1,;1nd~Hd language which the prnchaser of this contract 1s authorized to share for revlcw pLJrposes. Consv!talion with loga! and insurance counsr1t arc strongly encouraged. You may (H'ly make coplos of finalized do 1.::umonts for distribution to partios in dirr;Gt connoclion with H1is contract Any oti18r usos am strictly prohib1tccL CONTENT SECURE ID: B07 AEA00-3'I74 B-133 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 6.6.1 Owner and Constructor shall require similar waivers in contracts with Subcontractors and Others retained for the Project. ARTICLE 7 PRICE 7.1 LUMP SUM A lump sum payment[ __ ] Shall[ __ ] Shall not be used as full compensation for performance of the Work in conformance with the Contract Documents. If a lump sum payment is chosen, then Owner shall pay Constructor the lump sum price of[. __ ] dollars($[ __ ]). The lump sum price is hereinafter referred to as the Contract Price, which shall be subject to increase or decrease as provided in ARTICLE 8. 7.2 UNIT PRICE Unit price[ __ ]] Shall[ __ ] Shall not be used. If unit price shall be used, then payment for all items will be on a unit price basis, unless listed otherwise in the Bid Form. The unit price and payment made for each item listed shall constitute full compensation for furnishing all plant, labor, materials, and equipment, and performing any associated Constructor quality control, environmental protection, meeting safety requirements, tests and reports, and for performing all Work required for each of the unit price items. Contract unit price multiplied by agreed quantity is full compensation and includes Overhead, field overhead, and profit. The sum of the unit prices times the contract quantities plus the sum of non-unit price items shall mean "Contract Price." The Contract Price shall be subject to increase or decrease based upon the actually accepted quantities performed times the current contract unit prices and as provided in ARTICLE 8. 7.3 ALLOWANCES 7.3.1 All allowances stated in the Contract Documents shall be included in the Contract Price. While Owner may direct the amounts of, and particular Suppliers or subcontractors for specific allowance items, if Constructor reasonably objects to a material supplier or subcontractor, it shall not be required to contract with them. Owner shall select allowance items in a timely manner so as not to delay the Work. 7.3.2 Allowances shall include the costs of materials, supplies, and equipment delivered to the Worksite, less applicable trade discounts and including requisite taxes, unloading and handling at the Worksite, and labor and installation, unless specifically stated otherwise. Constructor's Overhead and profit for the allowances shall be included in the Contract Price, but not in the allowances. The Contract Price shall be adjusted by Change Order to reflect the actual costs when . they are greater than or less than the allowances. ARTICLE 8 CHANGES Changes in the Work that are within the general scope of this Agreement shall be accomplished, without invalidating this Agreement, by Change Order and Interim Directed Change. 8.1 CHANGE ORDER 8.1.1 Constructor may request or Owner may order changes in the Work or the timing or sequencing of the Work that impact the Contract Price or the Contract Time. All such changes in the Work that affect Contract Time or Contract Price shall be formalized in a Change Order and executed in accordance with this article. 8.1.2 For changes in the Work, Owner and Constructor shall negotiate an appropriate adjustment to the Contract Price or the Contract Time in good faith and conclude negotiations as expeditiously as 19 ConsensusDocs® 210 • Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price)· "2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Tho ConsensusDocs technolo(Jy platform creates a redlino comparison lo the standard language which the purchaser of this contract is authorized lo share for review purposos. Consultation with legal and insurance counsel are strongly encouraged, You may only m,;.11<.e copies of finalized doc1,1ments for distnbution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-134 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A possible. Acceptance of the Change Order and any adjustment in the Contract Price or Contract Time shall not be unreasonably withheld. 8.1.3 NO OBLIGATION TO PERFORM Constructor shall not be obligated to perform changes in the Work that impact Contract Price or Contract Time until a Change Order has been executed or a written Interim Directed Change has been issued. 8.2 INTERIM DIRECTED CHANGE 8.2.1 Owner may issue a written Interim Directed Change directing a change in the Work prior to reaching agreement with Constructor on the adjustment, if any, in the Contract Price or the Contract Time. 8.2.2 Owner and Constructor shall negotiate expeditiously and in good faith fot appropriate adjustments, as applicable, to the Contract Price or the Contract Time arising out of an Interim Directed Change. As the changed Work is performed, Constructor shall submit its costs for such Work with its application for payment beginning with the next application for payment within thirty (30) Days of the issuance of the Interim Directed Change. If there is a dispute as to the cost to Owner, Owner shall pay Constructor fifty percent (50%) of its estimated cost to perform such Work. In such event, the Parties reserve their rights as to the disputed amount, subject to the requirements of ARTICLE 12. 8.2.3 When Owner and Constructor agree upon the adjustment in the Contract Price or the Contract Time, for a change in the Work directed by an Interim Directed Change, such agreement shall be the subject of a Change Order. The Change Order shall include all outstanding Interim Directed Changes on which Owner and Constructor have reached agreement on Contract Price or Contract Time issued since the last Change Order. 8.3 DETERMINATION OF COST 8.3.1 An increase or decrease in the Contract Price or the Contract Time resulting from a change in the Work shall be determined by one or more of the following methods: 8.3.1.1 unit prices set forth in this Agreement or as subsequently agreed; 8.3.1.2 a mutually accepted, itemized lump sum; 8.3.1.3 COST OF THE WORK Cost of the Work as defined by this subsection plus [ __ ] percent ([ ]%) for Overhead and [ __ ] percent ([ ]%) for profit. "Cost of the Work" shall include the following costs reasonably incurred to perform a change in the Work: 8.3.1.3.1 wages paid for labor in the direct employ of Constructor in the performance of the Work; 8.3.1.3.2 salaries of Constructor's employees when stationed at the field office to the extent necessary to complete the applicable Work, employees engaged on the road expediting the production or transportation of material and equipment, and supervisory employees from the principal or branch office performing the functions listed below: [ __ ]. The actual function performed by the employee rather than the payroll title will be the criterion used in determining the eligibility of an employee's services for payment under this provision; 20 Consensus Docs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price)-®2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The, ConsensusDcics tecM0l09y piatform creates a redline comparison to the standard language which the purchaser of !his contract is authorized to share i<lr n>vlew purposos. Consultation wi!h legal and insurance counsel are strongly encoura,1ed. You may only mal\e copies of finali:wd documents for disIr,bu!ion to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-135 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 8.3.1.3.3 cost of applicable employee benefits and taxes, including but not limited to, workers' compensation, unemployment compensation, social security, health, welfare, retirement, and other fringe benefits as required by law, labor agreements, or paid under Constructor's standard personnel policy, insofar as such costs are paid to employees of Constructor who are included in the Cost of the Work in the two subsections immediately above; 8.3.1.3.4 reasonable transportation, travel, and hotel expenses of Constructor's personnel incurred in connection with the Work; 8.3.1.3.5 cost of all materials, supplies, and equipment incorporated in the Work, including costs of inspection and testing if not provided by Owner, transportation, storage, and handling; 8.3.1.3.6 payments made by Constructor to Subcontractors for Work performed under this Agreement; 8.3.1.3. 7 cost, including transportation and maintenance of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers that are used or consumed in the performance of the Work, less salvage value or residual value; and cost less salvage value of such items used, but not consumed that remain the property of Constructor; 8.3.1.3.8 rental charges of necessary machinery and equipment, exclusive of hand tools owned by workers and small tools having a replacement value of $500.00 each or less, used at the Worksite, whether rented from Constructor or Others, including installation, repair and replacement, dismantling, removal, maintenance, transportation, and delivery costs. Rental from unrelated third parties shall be reimbursed at actual cost. Rentals from Constructor or its affiliates, subsidiaries, or related parties shall be reimbursed at the prevailing rates in the locality which may be based on the Rental Rate Blue Book monthly rates adjusted for applicable location of the project and pro-rated to the applicable hour, day, or week of the Worksite up to eighty-five percent (85%) of the value of the piece of equipment. Rental time will not be allowed while equipment is inoperative due to breakdowns. In computing the hourly rental of such equipment, less than 30 minutes shall be considered one-half hour, except that the minimum rental time to be paid shall be one hour. The rental equipment time shall be the time the equipment is in operation for calculating Cost of the Work, and in addition, shall include the time required to move the equipment to perform the Work and return it to its original location. When approved in advance by Owner, towing or transporting costs will be allowed when the equipment is moved by means other than its own power. 8.3.1.3.9 cost of the premiums for all insurance and surety bonds which Constructor is required to procure or deems necessary, and approved by Owner including any additional premium incurred as a result of any increase in the cost of the Work; 8.3.1.3.10 sales, use, gross receipts or other taxes, tariffs, or duties related to the Work for which Constructor is liable; 8.3.1.3.11 permits, fees, licenses, tests, and royalties; 8.3.1.3.12 reproduction costs, photographs, facsimile transmissions, long-distance telephone calls, data processing costs and services, postage, express delivery Consensus Docs® 21 0 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusOocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may orly make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B0?AEA00-3174 B-136 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A charges, data transmission, telephone service, and computer-related costs at the Worksite to the extent such items are used and consumed in the performance of the Work or are not capable of use after completion of the Work; 8.3. 1 .3.13 all water, power, and fuel costs necessary for the Work; 8.3.1.3.14 cost of removal of all nonhazardous substances, debris, and waste materials; 8.3.1.3.15 all costs directly incurred to perform a change in the Work which are reasonably inferable from the Contract Documents for the Changed Work; 8.3.1.3.16 DISCOUNTS All discounts for prompt payment shall accrue to Owner to the extent such payments are made directly by Owner. To the extent payments are made with funds of Constructor, all cash discounts shall accrue to Constructor. All trade discounts, rebates, and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the Cost of the Work; 8.3.1.3.17 COST REPORTING Constructor shall maintain in conformance with generally accepted accounting principles a complete and current set of records that are prepared or used by Constructor to calculate the Cost of Work. Owner shall be afforded access to Constructor's records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda, and similar data relating to requested payment for Cost of the Work. Constructor shall preserve all such records for a period of three (3) years after the final payment or longer where required by law; 8.3.1.3.18 COST AND SCHEDULE ESTIMATES Constructor shall use reasonable skill and judgment in the preparation of a cost estimate or schedule for a change to the Work, but does not warrant or guarantee their accuracy. 8.3.1.4 If an increase or decrease in the Contract Price or Contract Time cannot be agreed to as set forth in subsection 8.3.1, and Owner issues an Interim Directed Change, the cost of the change in the Work shall be determined by the reasonable actual expense incurred and savings realized in the performance of the Work resulting from the change. If there is a net increase in the Contract Price, Constructor's Overhead and profit shall be adjusted accordingly. In case of a net decrease in the Contract Price, Constructor's Overhead and profit shall not be adjusted unless ten percent (10%) or more of the Project is deleted. Constructor shall maintain a documented, itemized accounting evidencing the expenses and savings. 8.3.2 If the quantity of a unit-priced item in this contract is an estimated quantity and the actual quantity of the unit-priced item varies more than fifteen percent (15%) above or below the estimated quantity, an equitable adjustment in the contract price shall be made upon demand of either party. The equitable adjustment shall be based upon any increase in costs due solely to the variation above fifteen (15%) percent or solely to the decrease below fifteen percent (15%) of the estimated quantity. 8.3.2.1 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the Parties, but the character of such unit items as originally contemplated is so different in a proposed Change Order that the original unit prices will cause substantial inequity to Owner or Constructor, such unit prices shall be equitably adjusted. 22 ConsensusDocs® 21 O -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -·~ 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which tt,e purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited CONTENT SECURE ID: B0?AEA00-3174 B-137 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 8.3.3 If Owner and Constructor disagree as to whether work required by Owner is within the scope of the Work, Constructor shall furnish Owner with an estimate of the costs to perform the disputed work in accordance with Owner's interpretations. If Owner issues a written order for Constructor to proceed, Constructor shall perform the disputed work and Owner shall pay Constructor fifty percent (50%) of its estimated cost to perform the work. In such event, both Parties reserve their rights as to whether the work was within the scope of the Work, subject to the requirements of ARTICLE 12. Owner's payment does not prejudice its right to be reimbursed should it be determined that the disputed work was within the scope of the Work. Constructor's receipt of payment for the disputed work does not prejudice its right to receive full payment for the disputed work should it be determined that the disputed work is not within the scope of the Work. 8.4 CLAIMS FOR ADDITIONAL COST OR TIME Except as provided in subsection 6.3.2 and section 6.4, for any claim for an increase in the Contract Price or the Contract Time, Constructor shall give Owner written notice of the claim within fourteen (14) Days after the occurrence giving rise to the claim or within fourteen (14) Days after Constructor first recognizes the condition giving rise to the claim, whichever is later. Except in an emergency, notice shall be given before proceeding with the Work. Thereafter, Constructor shall submit written documentation of its claim, including appropriate supporting documentation, within twenty-one (21) Days after giving notice, unless the Parties mutually agree upon a longer period of time. Owner shall respond in writing denying or approving Constructor's claim no later than fourteen ( 14) Days after receipt of Constructor's claim. Owner's failure to so respond shall be deemed a denial of the claim. Any change in the Contract Price or the Contract Time resulting from such claim shall be authorized by Change Order. 8.5 INCIDENTAL CHANGES Owner may direct Constructor to perform incidental changes in the Work, upon concurrence with Constructor that such changes do not involve adjustments in the Contract Price or Contract Time. Incidental changes shall be consistent with the scope and intent of the Contract Documents. Owner shall initiate an incidental change in the Work by issuing a written order to Constructor. Such written notice shall be carried out promptly and is binding on the Parties. ARTICLE 9 PAYMENT 9.1 SCHEDULE OF VALUES Within twenty-one (21) Days from the date of execution of this Agreement, Constructor shall prepare and submit to Owner and, if directed, Design Professional, a schedule of values. If the Contract Price is made up of unit prices, Constructor shall submit a schedule of values for all items whose value is a lump sum and that will take more than one month to perform. If the Contract Price is a lump sum, the sum of the schedule of values shall equal the Contract Price. For any item priced on a lump sum basis, the schedule of values for that unit shall total the unit lump sum price. 9.2 PROGRESS PAYMENTS 9.2.1 APPLICATIONS Constructor shall submit to Owner and Design Professional a monthly application for payment no later than the [ __ ] Day of the calendar month for the preceding thirty (30) Days. Constructor's applications for payment shall be itemized and supported by Constructor's schedule of values, quantities of unit price items acceptably installed,_and any other substantiating data as required by this Agreement. Applications for payment shall include payment requests on account of properly authorized Change Orders or Interim Directed Changes. Owner shall pay the amount otherwise due on any payment application, as certified by Design Professional, no later than twenty (20) Days after Constructor has submitted a complete and accurate payment application, or such shorter time period as required by applicable state statute. Owner may deduct from any progress payment amounts that may be retained pursuant to subsection 9.2.3. 9.2.2 STORED MATERIALS AND EOUIPrvlENT Unless otherwise provided in the Contract Documents, applications for payment may include materials and equipment not yet incorporated 23 Consensus □ocs" 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -v2014. THIS DOCUMENT MAY \-1/\VE BEEM MODIFIED. The ConsensusDocs tectmology platform creates a redlinc compatison to tflc standard language which the purchaser of this contract is authorized to st)arn for review purposes, Consultation with legal and insurance counsel are strongly encourage(!. You may only make copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-138 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A into the Work but delivered to and suitably stored onsite or offsite including applicable insurance, storage, and costs incurred transporting the materials to an offsite storage facility. Approval of payment applications for stored materials and equipment stored offsite shall be conditioned on a submission by Constructor of bills of sale and proof of required insurance, or such other documentation satisfactory to Owner to establish the proper valuation of the stored materials and equipment, Owner's title to such materials and equipment, and to otherwise protect Owner's interests therein, including transportation to the Worksite. 9.2.2.1 RESPONSIBILITY FOR LIENS If Owner has made payments in the time required by this article, Constructor shall, within thirty (30) Days after filing, cause the removal of any liens filed against the premises or public improvement fund by any party or parties performing labor or services or supplying materials in connection with the Work. If Constructor fails to take such action on a lien, Owner may cause the lien to be removed at Constructor's expense, including bond costs and reasonable attorneys' fees. This subsection shall not apply if there is a dispute pursuant to ARTICLE 12relating to the subject matter of the lien. 9.2.3 RETAINAGE From each progress payment made prior to Substantial Completion, Owner may retain [ __ ]percent([ __ ]%) of the amount otherwise due after deduction of any amounts as provided in section 9.3, and in no event shall such percentage exceed any applicable statutory requirements. If Owner chooses to use this retainage provision: 9.2.3.1 after the Work is fifty percent (50%) complete, Owner shall withhold no additional retainage and shall pay Constructor the full amount due on account of subsequent progress payments; 9.2.3.2 Owner may, in its sole discretion, reduce the amount to be retained at any tirne; 9.2.3.3 Owner may release retainage on that portion of the Work a Subcontractor has completed in whole or in part, and which Owner has accepted. In lieu of retainage, Constructor may furnish a retention bond or other security interest accE!ptable to Owner, to be held by Owner. 9.3 ADJUSTMENT OF CONSTRUCTOR'S PAYMENT APPLICATION Owner may adjust or reject a payment application or nullify a previously approved payment application, in whole or in part, as may reasonably be necessary to protect Owner from loss or damage based upon the following, to the extent that Constructor is responsible under this Agreement: 9.3.1 Constructor's repeated failure to perform the Work as required by the Contract Documents; 9.3.2 Except as accepted by the insurer providing builders risk or other property insurance covering the project, loss or damage arising out of or relating to this Agreement and caused by Constructor to Owner or to Others to whom Owner may be liable; 9.3.3 Constructor's failure to properly pay Subcontractors and Suppliers following receipt of such payment from Owner; 9.3.4 rejected, nonconforming, or Defective Work not corrected in a timely fashion: 9.3.5 reasonable evidence of delay in performance of the Work such that the Work will not be completed within the Contract Time; 24 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -®2014. THIS DOCUMENT MAY HAVE BEEN MOOll'lf:D. Tho ConsensusDocs technology platform creates a redlinc comparison to the standard language wllich the purchaser of this contract is auU10rized to share for rev,ew purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized doc,J1nents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-139 DocuSign Envelope ID: 0C9108D7-A 1 E4-4B BB-A8C0-0F6F8D06188A 9.3.6 reasonable evidence demonstrating that the unpaid balance of the Contract Price is insufficient to fund the cost to complete the Work; and 9.3.7 uninsured third-party claims involving Constructor, or reasonable evidence demonstrating that third-party claims are likely to be filed unless and until Constructor furnishes Owner with adequate security in the form of a surety bond, letter of credit, or other collateral or commitment sufficient to discharge such claims if established. No later than seven (7) Days after receipt of an application for payment, Owner shall give written notice to Constructor, at the time of disapproving or nullifying all or part of an application for payment, stating its specific reasons for such disapproval or nullification, and the remedial actions to be taken by Constructor in order to receive payment. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be promptly made for the amount previously withheld. 9.4 ACCEPTANCE OF WORK Neither Owner's payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of Work not complying with the Contract Documents. 9.5 PAYMENT DELAY lffor any reason not the fault of Constructor, Constructor does not receive a progress payment from Owner within seven (7) Days after the time such payment is due, then Constructor, upon giving seven (7) Days' written notice to Owner, and without prejudice to and in addition to any other legal remedies, may stop Work until payment of the full amount owing to Constructor has been received, including interest for late payment. The Contract Price and Contract Time shall be equitably adjusted by a Change Order for reasonable cost and delay resulting from shutdown, delay, and start-up. 9.6 SUBSTANTIAL COMPLETION 9.6.1 Constructor shall notify Owner and, if directed, Design Professional, when it considers Substantial Completion of the Work or a designated portion to have been achieved. Owner, with the assistance of its Design Professional, shall promptly conduct an inspection to determine whether the Work or designated portion can be occupied or used for its intended use by Owner without excessive interference in completing any remaining unfinished Work. If Owner determines that the Work or designated portion has not reached Substantial Completion, Owner shall promptly compile a list of items to be completed or corrected so Owner may occupy or use the Work or designated portion for its intended use. Constructor shall promptly complete all items on the list. 9.6.2 When Substantial Completion of the Work or a designated portion is achieved, Constructor shall prepare a Certificate of Substantial Completion establishing the date of Substantial Completion and the respective responsibilities of Owner and Constructor for interim items such as security, maintenance, utilities, insurance, and damage to the Work. In the absence of a clear delineation of responsibilities, Owner shall assume all responsibilities for items such as security, maintenance, utilities, insurance, and damage to the Work. The Certificate of Substantial Completion shall also list any items to be completed or corrected, and establish the time for their completion or correction. The Certificate of Substantial Completion shall be submitted by Constructor to Owner and, if directed, to Design Professional for written acceptance of responsibilities assigned in the Certificate of Substantial Completion. 9.6.3 Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion 20 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014 THIS DOCUMENT Mi\Y HAVE GEEN MODIFIED. The ConsensusDocs technology platforrr creates a redline comparison to the standard iangvage which !he purchaser of this contract is author:zed to share for review purposes. Consultation with legal Arel insurarce counsel are stcongiy encouraged. You may only make copies of nnalized documents for distribution to parties in direct connection witr this contract. Any other uses are strictly prohibited CONTENT SECURE ID: B07AEA00-3174 B-140 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 9.6.4 Upon Owner's written acceptance of the Certificate of Substantial Completion, Owner shall pay to Constructor the remaining retainage held by Owner for the Work described in the Certificate of Substantial Completion, less a sum equal to two hundred percent (200%) of the estimated cost of completing or correcting remaining items on that part of the Work, as agreed to by Owner and Constructor as necessary to achieve Final Completion. Uncompleted items shall be completed by Constructor in a mutually agreed upon timeframe. Owner shall pay Constructor monthly the amount retained for unfinished items as each item is completed. 9.7 PARTIAL OCCUPANCY OR USE 9.7.1 Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) appropriate public authorities authorize the occupancy or use. Such partial occupancy or use shall constitute Substantial Completion of that portion of the Work. 9.8 FINAL COMPLETION AND FINAL PAYMENT 9.8.1 Upon notification from Constructor that the Work is complete and ready for final inspection and acceptance, Owner, with the assistance of its Design Professional, shall promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. 9.8.2 When Final Completion has been achieved, Constructor shall prepare for Owner's written acceptance a final application for payment stating that to the best of Constructor's knowledge, and based on Owner's inspections, the Work has reached Final Completion in accordance with the Contract Documents. 9.8.3 Final payment of the balance of the Contract Price shall be made to Constructor within twenty (20) Days after Constructor has submitted a complete and accurate application for final payment, including submissions required under the subsection below, and a Certificate of Final Completion has been executed by Owner and Constructor. 9.8.4 Final payment shall be due on Constructor's submission of the following to Owner: (a) an affidavit declaring any indebtedness connected with the Work, e.g. payrolls or invoices for materials or equipment, to have been paid, satisfied, or to be paid with the proceeds of final payment, so as not to encumber Owner's property; (b) as-built drawings, manuals, copies of warranties, and all other close-out documents required by the Contract Documents; (c) release of any liens, conditioned on final payment being received: ( d) consent of any surety: and (e) any outstanding known and unreported accidents or injuries experienced by Constructor or its Subcontractors at the Worksite. 9.8.5 If, after Substantial Completion of the Work, the Final Completion of a portion of the Work is materially delayed through no fault of Constructor, Owner shall pay the balance clue for portion(s) of the Work fully completed and accepted. If the remaining contract balance for Work not fully completed and accepted is less than the retained amount prior to payment, Constructor shall submit to Owner, and if directed, Design Professional, the written consent of any surety to payment of the balance due for portions of the Work that are fully completed and accepted. Such payment shall not constitute a waiver of claims, but otherwise shall be governed by these final payment provisions. 26 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -'P2014 THIS DOCUMEN'/' MAY H1WE BEEN MODIFIED. Tl1<, ConsensusDocs tec11nolo9y platform creates a rcdlinH comparison to tho standard !an~JUH~Jf~ v,htch the purchaser of this contract is authorlznd to stwre for nJVtev, purposes. Consultation with leg;,t and insurance co\Jnsel aro strongly encouraged. You may only rn'.lke copies of iinaliz<cd documents for distribution lo parties in direct connection with this contract. Any other uses are striclly prohibited, CONTENT SECURE ID: 807AEA00-3174 B-141 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 9.8.6 OWNER RESERVATION OF CLAIMS Claims not reserved in writing by Owner with the making of final payment shall be waived except for claims relating to liens or similar encumbrances, warranties, Defective Work, and latent defects. 9.8.7 CONSTRUCTOR ACCEPTANCE OF FINAL PAYMENT Unless Constructor provides written identification of unsettled claims with an application for final payment, its acceptance of final payment constitutes a waiver of such claims. 9.9 LATE PAYMENT Payments due but unpaid shall bear interest from the date payment is due at the statutory rate at the place of the Project. ARTICLE 10 INDEMNITY, INSURANCE, AND BONDS 10.1 INDEMNITY 10.1.1 To the fullest extent permitted by law, Constructor shall indemnify and hold harmless Owner, Owner's officers, directors, members, consultants, agents, and employees, Design Professional, and Others (the lndemnitees) from all claims for bodily injury and property damage, other than to the Work itself and other property insured, including reasonable attorneys' fees, costs and expenses, that may arise from the performance of the Work, but only to the extent caused by the negligent acts or omissions of Constructor, Subcontractors, or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. Constructor shall be entitled to reimbursement of any defense costs paid above Constructor's percentage of liability for the underlying claim to the extent provided for by the subsection below. 10.1.2 NO LIMITATION ON LIABILITY In any and all claims against the lndemnitees by any employee of Constructor, anyone directly or indirectly employed by Constructor or anyone for whose acts Constructor may be liable, the indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Constructor under workers' compensation acts, disability benefit acts, or other employment benefit acts. 10.2 INSURANCE 10.2.1 Before commencing the Work and as a condition precedent to payment, Constructor shall procure and maintain in force Workers' Compensation Insurance, Employers' Liability Insurance, Business Automobile Liability Insurance, and Commercial General Liability Insurance (CGL). The CGL policy shall include coverage for liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, contractual liability, and broad form property damage. Constructor shall maintain completed operations liability insurance for one year after Substantial Completion, or as required by the Contract Documents, whichever is longer. Constructor's Employers' Liability, Business Automobile Liability, and CGL policies, shall be written with at least the following limits of liability: 10.2.1.1 Employers' Liability Insurance (a) $( __ ] bodily injury by accident per accident. (b) $[ __ ] bodily injury by disease policy limit. (c) $[ __ ] bodily injury by disease per employee. 10.2.1.2 Business Automobile Liability Insurance$[ __ ] per accident. 27 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Prnject (Optional Unit Price)-"'2014. THIS DOCUMENT MAY HAVE 8EEN MODIFIED The ConsensusDocs technology platform crc,Hes a redline comparison to the standard language which the purchaser of \t1is contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You rnay only make copies of finalized documents for clistribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: 807AEA00-3174 8-142 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 10.2.1.3 Commercial General Liability Insurance (a)$[ __ ] per occurrence. (b) $[ __ ] general aggregate. (c) $[ __ ] products/completed operations aggregate. (d) $[ __ ] personal and advertising injury limit. 10.2.2 Employers' Liability, Business Automobile Liability, and CGL coverage required under subsection 10.2.1 may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by Excess or Umbrella Liability policies. 10.2.3 Constructor shall maintain in effect all insurance coverage required under subsection 10.2.1 with insurance companies lawfully authorized to do business in the jurisdiction in which the Project is located. If Constructor fails to obtain or maintain any insurance coverage required under this Agreement, Owner may purchase such coverage and charge the expense to Constructor, or terminate this Agreement. 10.2.4 To the extent commercially available to Constructor from its current insurance company, insurance policies required under subsection 10.2.1 shall contain a provision that the insurance company or its designee must give Owner written notice transmitted in paper or electronic format: (a) 30 days before coverage is nonrenewed by the insurance company and (b) within 10 Business Days after cancelation of coverage by the insurance company. Prior to commencing the Work and upon renewal or replacement of the insurance policies, Constructor shall furnish Owner with certificates of insurance until one year after Substantial Completion or longer if required by the Contract Documents. In addition, if any insurance policy required under subsection 10.2.1 is not to be immediately replaced without lapse in coverage when it expires, exhausts its limits, or is to be cancelled, Constructor shall give Owner prompt written notice upon actual or constructive knowledge of such condition. 10.3 PROPERTY INSURANCE 10.3.1 Before commencing the Work, Owner shall obtain and maintain a Builder's Risk Policy upon the entire Project for the full cost of replacement at the time of loss. This insurance shall also name Constructor, Subcontractors, Subsubcontractors, Suppliers, and Design Professional as insureds. This insurance shall be written as a Builder's Risk Policy or equivalent form to cover all risks of physical loss except those specifically excluded by the policy, and shall insure (a) at least against the perils of fire, lightning, explosion, windstorm, hail, smoke, aircraft (except aircraft, including helicopter, operated by or on behalf of the Contractor) and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, debris removal, flood, earthquake, earth movement, water damage, wind damage, testing if applicable, collapse however caused, and (b) damage resulting from defective design, workmanship, or material. Owner shall be solely responsible for any deductible amounts or coinsurance penalties. This policy shall provide for a waiver of subrogation in favor of Constructor, Subcontractors, Subsubcontractors, Suppliers, and Design Professional. This insurance shall remain in effect until final payment has been made or until no person or entity other than Owner has an insurable interest in the property to be covered by this insurance, whichever is sooner. Partial occupancy or use of the Work shall not commence until Owner has secured the consent of the insurance company or companies providing the coverage required in this subsection. Before commencing the Work, Owner shall provide a copy of the property policy or policies obtained in compliance with this subsection. 28 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -©2014. TH:S DOCUMENT MAY HAVE BEEN MODIFIED. The Consern:,usDocs technology platform creates a redline comparison to the standard languag<: which the purchaser of this Gontract 1s authorizecl to share for review purposes. Consultation with legai and insurance counsel are strongly encouraged. You rnay only m,1ke copies of fin111izcd docurn,mts for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B0?AEA00-3174 8-143 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 10.3.2 If Owner does not intend to purchase the property insurance required by this Agreement, including all of the coverages and deductibles described herein, Owner shall give written notice to Constructor and Design Professional before the Work is commenced. Constructor may then provide insurance to protect its interests and the interests of the Subcontractors and Subsubcontractors, including the coverage of deductibles. The cost of this insurance shall be charged to Owner in a Change Order. Owner shall be responsible for all of Constructor's costs reasonably attributed to Owner's failure or neglect in purchasing or maintaining the coverage described above. 10.3.2.1 If Owner does not obtain insurance to cover the risk of physical loss resulting from Terrorism, Owner shall give written notice to Constructor before the Work commences. Constructor may then provide insurance to protect its interests and the interests of the Subcontractors and Subsubcontractors against such risk of loss, including the coverage of deductibles. The cost of this insurance shall be charged to Owner in a Change Order. 10.3.3 Owner and Constructor waive all rights against each other and their respective employees, agents, contractors, subcontractors and subsubcontractors, and design professionals for damages caused by risks covered by the property insurance except such rights as they may have to the proceeds of the insurance and such rights as Constructor may have for the failure of Owner to obtain and maintain property insurance in compliance with subsection 10.3.1. 10.3.4 To the extent of the limits of Constructor's CGL specified in subsection 10.2.1 or [ __ ] dollars($[ __ ]), whichever is more, Constructor shall indemnify and hold harmless Owner against any and all liability, claims, demands, damages, losses, and expenses, including attorneys' fees, in connection with or arising out of any damage or alleged damage to any of Owner's existing adjacent property that may arise from the performance of the Work, to the extent caused by the negligent acts or omissions of Constructor, Subcontractor, or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. 10.3.5 RISK OF LOSS Except to the extent a loss is covered by applicable insurance, risk of loss or damage to the Work shall be upon Constructor until the Date of Substantial Completion, unless otherwise agreed to by the Parties. • 10.4 POLLUTION LIABILITY INSURANCE If the Contract Price exceeds $100,000, then [ ] Owner, [ ] Constructor, or [ ] Neither Party is required to procure and maintain the pollution liability insurance. If applicable such insurance coverage shall apply to bodily injury and property damage in the following amounts: [ J per occurrence, and shall apply for [ ] year(s) after Final Completion. 10.5 OWNER'S INSURANCE 10.5.1 BUSINESS INCOME INSURANCE Owner may procure and maintain insurance against loss of use of Owner's property caused by fire or other casualty loss. 10.5.2 OWNER'S LIABILITY INSURANCE Owner shall either self-insure or obtain and maintain its own liability insurance for protection against claims arising out of the performance of this Agreement, including, without limitation, loss of use and claims, losses, and expenses arising out of Owner's acts or omissions. 10.6 ADDITIONAL GENERAL LIABILITY COVERAGE 29 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Cor,sullation with :egal and ins1,rance counsel are strongly encouraged. You rnay orly mal,e copies of finalized documents for distribution to parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 B-144 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 10.6.1 Owner[ __ ] shall/[ __ ] shall not require Constructor to purchase and maintain additional liability coverage, primary to Owner's coverage under subsection 10.5.2. 10.6.2 If required by the above subsection, the additional liability coverage required of Constructor shall be: 1. [ __ _, Additional Insured. Owner shall be named as an additional insured on Constructor's CGL specified for operations and completed operations, but only with respect to liability for bodily injury, property damage, or personal and advertising injury to the extent caused by the negligent acts or omissions of Constructor, or those acting on Constructor's behalf, in the performance of Constructor's Work for Owner at the Worksite. 2. ~--] OCP. Constructor shall provide an Owners' and Contractors' Protective Liability Insurance ("OCP") policy with limits equal to the limits on CGL specified, or limits as otherwise required by Owner. Any documented additional cost in the form of a surcharge associated with procuring the additional general liability coverage in accordance with this subsection shall be paid by Owner directly, or the costs may be reimbursed by Owner to Constructor by increasing the Contract Price to correspond to the actual cost required to purchase and maintain the coverage. Before commencing the Work, Constructor shall provide either a copy of the OCP policy, or a certificate and endorsement evidencing that Owner has been named as an additional insured, as applicable. 10.7 ROYALTIES, PATENTS, AND COPYRIGHTS Constructor shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods, or systems selected by Constructor and incorporated in the Work. Constructor shall defend, indemnify, and hold Owner harmless from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. Owner agrees to defend, indemnify, and hold Constructor harmless from any suits or claims of infringement of any patent rights or copyrights arising out of any patented or copyrighted materials, methods, or systems specified by Owner or Design Professional. 10.8 BONDS 10.8.1 Performance and Payment Bonds If applicable Law requires a bond, the Parties shall comply with applicable Law. Otherwise, performance and payment bonds [ ] are/ [ ] are not requirecl. Such bonds shall be issued by a corporate surety admitted in the state in which the Project is located and must be acceptable to Owner. Owner's acceptance shall not be withheld without reasonable cause. Such bonds shall be furnished in conformance with applicable statutory or other legal requirements in the jurisdiction in which the Project is located. The penal sum of the bonds shall each be one hundred percent (100%) of the original Contract Price. Any increase in the Contract Price that exceeds ten percent (10%) in the aggregate shall require a rider to the Bonds increasing penal sums accordingly. Up to such ten percent (10%) amount, the penal sum of the bond shall remain equal to one hundred percent (100%) of the Contract Price. Constructor shall endeavor to keep its surety advised of changes potentially impacting the Contract Time and Contract Price, though Constructor shall require that its surety waives any requirement to be notified of any alteration or extension of time. A copy of Constructor's Payment Bond for the Project, if any, shall be furnished by Owner or Constructor upon the Subcontractor's written request. 30 Consensus Docs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -<' 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED Ttle ConsensusDocs \ethnology plalforrn creates a redline comparison to the standard language which the purchaser of this contract is authorized 10 share for review fAHP<Jses. Consultation with legal and insurance counsel 8re strongly encouraged. You may only make copies of fimilized documents for cl!stribution to pilrties in direct connection with this contract. Any other uses are strictly prohibited, CONTENT SECURE ID: B07AEA00-3174 8-145 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 10.9 PROFESSIONAL LIABILITY INSURANCE To the extent Constructor is required to procure design services in accordance with section 3.17, Constructor shall require its design professional to obtain professional liability insurance for claims arising from the negligent performance of design services under this Agreement, with a company reasonably satisfactory to Owner, including coverage for all professional liability caused by any consultants to Constructor's design professional, written for not less than [ __ ) dollars($[ __ )) per claim and in the aggregate with the deductible not to exceed [ __ ] dollars ($[ __ ]). Constructor's design professional shall pay the deductible. ARTICLE 11 SUSPENSION, NOTICE TO CURE, AND TERMINATION 11.1 SUSPENSION BY OWNER FOR CONVENIENCE 11. 1 .1 OWNER SUSPENSION Should Owner order Constructor in writing to suspend, delay, or interrupt the performance of the Work for the convenience of Owner and not due to any act or omission of Constructor or any person or entity for whose acts or omissions Constructor may be liable, then Constructor shall immediately suspend, delay, or interrupt that portion of the Work for the time period ordered by Owner. The Contract Price and the Contract Time shall be equitably adjusted by Change Order for the cost and delay resulting from any such suspension. 11.1.2 Any action taken by Owner that is permitted by any other provision of the Contract Documents and that results in a suspension of part or all of the Work does not constitute a suspension of Work under this section. 11.2 NOTICE TO CURE A DEFAULT If Constructor persistently fails to supply enough qualified workers, proper materials, or equipment to maintain the approved Schedule of the Work, or fails to make prompt payment to its workers, Subcontractors, or Suppliers, disregards Laws or orders of any public authority having jurisdiction, or is otherwise guilty of a material breach of a provision of this Agreement, Constructor may be deemed in default If Constructor fails within seven (7) Days after receipt of written notice to commence and continue satisfactory correction of such default with diligence and promptness, then Owner shall give Constructor a second notice to correct the default within a three (3) Day period. 11.2.1 If Constructor fails to promptly commence and continue satisfactory correction of the default following receipt of such second notice, Owner without prejudice to any other rights or remedies may: (a) take possession of the Worksite; (b) complete the Work utilizing reasonable means; (c) withhold payment due to Constructor; and (d) as Owner deems necessary, supply workers and materials, equipment, and other facilities for the satisfactory correction of the default, and charge Constructor the costs and expenses, including reasonable Overhead, profit, and attorneys' fees. 11.2.2 In the event of an emergency affecting the safety of persons or property, Owner may immediately commence and continue satisfactory correction of such default without first giving written notice to Constructor, but shall give prompt written notice of such action to Constructor following commencement of the action. 11.3 OWNER'S RIGHT TO TERMINATE FOR DEFAULT 11.3.1 TERMINATION BY OWNER FOR DEFAULT If, within seven (7) Days of receipt of a notice to cure pursuant to section 11.2, Constructor fails to commence and satisfactorily continue correction of the default set forth in the notice to cure, Owner may notify Constructor and, if applicable, the surety, that it intends to terminate this Agreement for default absent appropriate corrective action within fourteen (14) additional Days. After the expiration of the additional fourteen (14) Day period, Owner may terminate this Agreement by written notice absent appropriate 31 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusOocs lechnology platform creates a redline comparison to the standard language wl1ich the purchas<1r of this contract is authorized to sham (or review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of nnalizccl documents for dlslribution lo parties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 8-146 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A corrective action. Termination for default is in addition to any other remedies available to Owner under section 11.2. If Owner's costs arising out of Constructor's failure to cure, including the costs of completing the Work and reasonable attorneys' fees, exceed the unpaid Contract Price, Constructor shall be liable to Owner for such excess costs. If Owner's costs are less than the unpaid Contract Price, Owner shall pay the difference to Constructor. If Owner exercises its rights under this section, upon the request of Constructor, Owner shall furnish to Constructor a detailed accounting of the costs incurred by Owner. 11.3.2 USE OF CONSTRUCTOR'S MATERIALS, SUPPLIES, AND EQUIPMENT If Owner or Others pertorm work under this section, Owner shall have the right to take and use any materials, supplies, and equipment belonging to Constructor and located at the Worksite for the purpose of completing any remaining Work. Immediately upon completion of the Work, any remaining materials, supplies, or equipment not consumed or incorporated in the Work shall be returned to Constructor in substantially the same condition as when they were taken, reasonable wear and tear excepted. 11.3.3 If Constructor files a petition under the Bankruptcy Code, this Agreement shall terminate if Constructor or Constructor's trustee rejects the Agreement, or if there has been a default and Constructor is unable to give adequate assurance that Constructor will perform as required by this Agreement or otherwise is unable to comply with the requirements for assuming this Agreement under the applicable provisions of the Bankruptcy Code. 11.3.4 Owner shall make reasonable efforts to mitigate damages arising from Constructor default, and shall promptly invoice Constructor for all amounts due pursuant to sections 11.2 and 11.3. 11.3.5 If Owner terminates this Agreement for default, and it is later determined that Constructor was not in default, or that the default was excusable under the terms of the Contract Documents, then, in such event, the termination shall be deemed a termination for convenience, and the rights of the Parties shall be as set forth in section 11.4. 11.4 TERMINATION BY OWf\JER FOR CONVENIENCE 0 11.4.1 Upon written notice to Constructor, Owner may, without cause, terminate this Agreement. Constructor shall immediately stop the Work, follow Owner's instructions regarding shutdown and termination procedures, and strive to minimize any further costs. 11.4.2 If Owner terminates this Agreement for Convenience, Constructor shall be paid: (a) for the Work performed to date including Overhead and profit; (b) for all demobilization costs and costs incurred as a result of the termination but not including Overhead or profit on Work not performed; and (c) a premium set forth in a schedule below[ __ ]. 11.4.3 If Owner terminates this Agreement, Constructor shall: (a) execute and deliver to Owner all papers and take all action required to assign, transfer, and vest in Owner the rights of Constructor to all materials, supplies, and equipment for which payment has been or will be made in accordance with the Contract Documents and all subcontracts, orders, and commitments which have been made in accordance with the Contract Documents; (b) exert reasonable effort to reduce to a minimum Owner's liability for subcontracts, orders, and commitments that have not been fulfilled at the time of the termination; (c) cancel any subcontracts, orders, and commitments as Owner directs; and 32 ConscnsusDocs" 210 Standard Agreornon! And General Conditions Botwoen Owner And Constructor For A Pllblic Works Project (Optional Unit Price) -n2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED nw ConsensusDocs technology platform creatos a redline cornpanson to the standard languane which tho purchaser of this contract is authorized to share for review purposes. Consultation wrth leqal and Inswance counsel are strongly ,,ncourage1J. You may only make copies of finali%ed documents for distribution to p~1rties in direct connection with this {;ontract. Any other uses arn strit:tly prnhib:ted- CONTENT SECURE ID: B07AEA00-3H4 8-147 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A (d) sell at prices approved by Owner any materials, supplies, and equipment as Owner directs, with all proceeds paid or credited to Owner. 11.5 CONSTRUCTOR'S RIGHT TO TERMINATE 11.5.1 Upon seven (7) Days' written notice to Owner, Constructor may terminate this Agreement if the Work has been stopped for a thirty (30) Day period through no fault of Constructor for any of the following reasons: 11.5.1. 1 under court order or order of other governmental authorities having jurisdiction; 11.5.1 .2 as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of Constructor, materials are not available; or 11.5.1.3 suspension by Owner for convenience pursuant to section 11.1. 11.5.2 In addition, upon seven (7) Days' written notice to Owner, Constructor may terminate this Agreement if Owner: 11.5.2.1 fails to furnish reasonable evidence pursuant to section 4.24.2 that sufficient funds are available and committed for Project financing; or 11.5.2.2 assigns this Agreement over Constructor's reasonable objection; or 11.5.2. 3 fails to pay Constructor in accordance with this Agreement and Constructor has complied with section 9.5; or 11.5.2.4 otherwise materially breaches this Agreement. 11.5.3 Upon termination by Constructor in accordance with this section 11.5, Constructor shall be entitled to recover from Owner payment for all Work executed and for any proven loss, cost, or expense in connection with the Work, including all demobilization costs plus reasonable Overhead and profit on Work not performed. 11.6 OBLIGATIONS ARISING BEFORE TERMINATION Even after termination, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred or obligations arising before the termination date. ARTICLE 12 DISPUTE MITIGATION AND RESOLUTION 12.1 WORK CONTINUANCE AND PAYMENT Unless otherwise agreed in writing, Constructor shall continue the Work and maintain the Schedule of the Work during any dispute mitigation or resolution proceedings. If Constructor continues to perform, Owner shall continue to make payments in accordance with this Agreement. 12.2 DIRECT DISCUSSIONS If the Parties cannot reach resolution on a matter relating to or arising out of this Agreement, the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties' representatives, who shall possess the necessary authority to resolve such matter and who shall record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five (5) Business Days from the date of first discussion, the Parties' representatives shall immediately inform senior executives of the Parties in writing that resolution was not affected. Upon receipt of such notice, the senior executives of the Parties shall meet within five (5) Business Days to 0 33 ConsensusDocs® 210 • Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Projoct (Optional Unit Price)· •0 2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs techrmlogy platform (;realcs a redline cornparison to tho standard langua(Je which the purcllasor of \hrs contract is authori;rnd to shilro for rnview pwposos. CoMull8tir.m with legal and insurance counsel are strongly encouraged, You may only make copios of finalized documents for dislribution lo par1ies in direct connecti,in wilh this contract. !\ny other uses are strictly prohillited. CONTENT SECURE ID: B07AEA00-3174 8-148 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) Days from the date of first discussion, the Parties shall submit such matter to the dispute mitigation and dispute resolution procedures selected herein. 12.3 MITIGATION If the Parties select one of the dispute mitigation procedures below, disputes remaining unresolved after direct discussions shall be directed to the selected mitigation procedure. The dispute mitigation procedure shall result in a nonbinding finding on the matter, which may be introduced as evidence at a subsequent binding adjudication of the matter, as designated in section 12.5. The Parties agree that the dispute mitigation procedure shall be: [ __ ] Project Neutral; or [ __ ] Dispute Review Board. 12.3.1 MITIGATION PROCEDURES The Project Neutral/Dispute Review Board ("Neutral/Board") shall be mutually selected and appointed by the Parties and shall execute a retainer agreement with the Parties establishing the scope of the Neutral's/Board's responsibilities. The costs and expenses of the Neutral/Board shall be shared equally by the Parties. The Neutral/Board shall be available to either Party, upon request, throughout the course of the Project, and shall make regular visits to the Project so as to maintain an up-to-date understanding of the Project progress and issues and to enable the Neutral/Board to address matters in dispute between the Parties promptly and knowledgeably. The Neutral/Board shall issue nonbinding findings within five (5) Business Days of referral of the matter to the Neutral/Board, unless good cause is shown. 12.3.2 If the matter remains unresolved following the issuance of the non binding finding by the mitigation procedure or if the Neutral/Board fails to issue non binding findings within five (5) Business Days of the referral, the Parties shall submit the matter to the binding dispute resolution procedure designated in section 12.5. 12.4 MEDIATION If direct discussions pursuant to section 12.2 do not result in resolution of the matter and no dispute mitigation procedure is selected pursuant to the section immediately above, the Parties shall endeavor to resolve the matter by mediation through the current Construction Industry Mediation Rules of the American Arbitration Association (AAA), or the Parties may mutually agree to select another set of mediation rules. The administration of the mediation shall be as mutually agreed by the Parties. The mediation shall be convened within thirty (30) Business Days of the matter first being discussed and shall conclude within forty-five (45) Business Days of the matter first being discussed. Either Party may terminate the mediation at any time after the first session by written notice to the non-terminating Party and mediator. The costs of the mediation shall be shared equally by the Parties. 12.5 BINDING DISPUTE RESOLUTION If the matter is unresolved after submission of the matter to a mitigation procedure or to mediation, the Parties shall submit the matter to the binding dispute resolution procedure selected below: [ __ ] Arbitration using the current Construction Industry Arbitration Rules of the American Arbitration Association (AAA) and administered by the AAA; ] the current JAMS Engineering and Construction Arbitration Rules and Procedures and administered by JAMS; or ] the current arbitration rules of [ ] and administered by [ }. Unless the Parties mutually agree otherwise in writing, if arbitration is selected as the binding dispute resolution procedure and this Agreement does not specify the arbitration rules to be 34 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -"'2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. Tlw ConsensusDocs teclinology pl a I form cr,Jates a redlin,J comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsei are strongly encouraged. You may only me1ke copies of finalized documents for distribution to f)arties in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B0?AEA00-3174 8-149 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A utilized, then the' arbitration shall be conducted using the current Construction Industry Arbitration Rules of the AAA and the arbitration shall be administered by the AAA. [ __ ] Litigation in either the state or federal court having jurisdiction of the matter in the location of the Project. 12.5.1 The costs of any binding dispute resolution procedures and reasonable attorneys' fees shall be borne by the non-prevailing Party, as determined by the adjudicator of the dispute. 12.5.2 VENUE The venue of any binding dispute resolution procedure shall be the location of the Project, unless the Parties agree on a mutually convenient location. 12.5.3 Neither Party may commence arbitration if the claim or cause of action would be barred by the applicable statute of limitations had the claim or cause of action been filed in a state or federal court. Receipt of a demand for arbitration by the person or entity administering the arbitration shall constitute the commencement of legal proceedings for the purposes of determining whether a claim or cause of action is barred by the applicable statute of limitations. If, however, a state or federal court exercising jurisdiction over a timely filed claim or cause of action orders that the claim or cause of action be submitted to arbitration, the arbitration proceeding shall be deemed commenced as of the date the court action was filed, provided that the Party asserting the claim or cause of action files its demand for arbitration with the person or entity administering the arbitration within thirty (30) Days after the entry of such order. 12.5.4 An award entered in an arbitration proceeding pursuant to this Agreement shall be final and binding upon the Parties, and judgment may be entered upon an award in any court having jurisdiction. 12.6 MUL Tl PARTY PROCEEDING All parties necessary to resolve a matter agree to be parties to the same dispute resolution proceeding. Appropriate provisions shall be included in all other contracts relating to the Work to provide for the joinder or consolidation of such dispute resolution procedures. 12.7 LIEN RIGHTS Nothing in this article shall limit any rights or remedies not expressly waived by Constructor that Constructor may have under lien laws. ARTICLE 13 MISCELLANEOUS 13.1 EXTENT OF AGREEMENT Except as expressly provided, this Agreement is for the exclusive benefit of the Parties, and not for the benefit of any third party. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral. 13.2 ASSIGNMENT Except as to the assignment of proceeds, the Parties shall not assign their interest in this Agreement without the written consent of the other. The terms and conditions of this Agreement shall be binding upon both Parties, their partners, successors, assigns, and legal representatives. Neither Party shall assign the Agreement as a whole without written consent of the other except that Owner may assign the Agreement to a wholly owned subsidiary of Owner when Owner has fully indemnified Constructor or to an institutional lender providing construction financing for the Project as long as the assignment is no less favorable to Constructor than this Agreement. If such assignment occurs, Constructor shall execute any consent reasonably required. In such event, the wholly owned subsidiary or lender shall assume Owner's rights and obligations under the Contract Documents. If either Party attempts to make such an assignment, that Party shall nevertheless remain legally responsible for all obligations under this Agreement, unless otherwise agreed by the other Party. 35 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -'9 20'14. THIS DOCUMENT MAY HAVE BEHi MODIFIED The Consensus Docs technology pl a I form creates a redline comparison to the standard language which the purchaser of \his comrnct is authorized to sharo for review purposes. Consultation with legal and insurance counsel are strongly encouraged You rm,y only rnaxe copies of finalized docunionts for distribution to parties in direct connection with this contract Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3174 8-150 DocuSign Envelope ID: 0C9108D7-A 1 E4-4BBB-A8C0-0F6F8D06188A 13.3 GOVERNING LAW This Agreement shall be governed by the law in effect at the location of the Project. 13.4 SEVERABILITY The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 13.5 NO WAIVER OF PERFORMANCE The failure of either Party to insist, in any one or more instances, on the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition, or right with respect to further performance or any other term, covenant, condition, or right. 13.6 TITLES The titles given to the articles are for ease of reference only and shall not be relied upon or cited for any other purpose. 13.7 JOINT DRAFTING The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner. 13.8 RIGHTS AND REMEDIES The Parties' rights, liabilities, responsibilities, and remedies with respect to this Agreement, whether in contract, tort, negligence, or otherwise, shall be exclusively those expressly set forth in this Agreement. ARTICLE 14 CONTRACT DOCUMENTS 14.1 EXISTING CONTRACT DOCUMENTS The Contract Documents in existence at the time of execution of this Agreement are as follows: (a) Drawings: [ __ ] (b) Specifications:[_~] (c) Addenda: [ __ ] (d) Owner Provided information:[ __ ] (e) Other:[ __ _] 14.2 INTERPRETATION OF CONTRACT DOCUMENTS 14 2.1 The drawings and specifications are complementary. If Work is shown only on one but not on the other, Constructor shall perform the Work as though fully described on both, consistent with the Contract Documents and reasonably inferable from them. 14.2.2 In case of conflicts between the drawings and specifications, the specifications shall govern. In any case of omissions or errors in figures, drawings, or specifications, Constructor shall immediately submit the matter to Owner for clarification. Owner's clarifications are final and binding on all Parties, subject to an equitable adjustment in Contract Time or Contract Price or dispute mitigation and resolution. 14.2.3 Where figures are given, they shall be preferred to scaled dimensions. 14.2.4 Unless otherwise specifically defined in this Agreement, any terms that have well-known technical or trade meanings shall be interpreted in accordance with their well-known meanings. 36 ConsensusDocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Ur1it Price) -•0 2014 frllS DOCUMENT MAY HAVE BEEN MODIFiED. The ConsensusOocs lodino!ugy platform cre;.itcs a redl!ne comparison to the standard language which tl1e purchaser of this contract is authorized to share for review purnusos. Consultation with legal and insur,mce counsel are slmngly encouraged You may only rnake copies of finalized cJocuments for distribution to parties in direct connection with this contract. Any other uses are strictly prol1ib1ted CONTENT SECURE ID: B07AEA00-3174 B-151 DocuSign Envelope ID: 0C9108O7-A 1 E4-4BBB-A8C0-0F6F8O06188A 14.2.5 ORDER OF PRECEDENCE In case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement; (b) this Agreement; (c) subject to subsection 14.2.2 the drawings (large scale governing over small scale), specifications, and addenda issued prior to the execution of this Agreement or signed by both Parties; (d) information furnished by Owner pursuant to subsection 3.13.4 or designated as a Contract Document in section 14.1; (e) other documents listed in this Agreement. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency. OWNER:[ __ ] BY: ________________ _ PRINT NAME[ __ ] PRINT TITLE [ __ ] WITNESS: ------------------ NAME[ __ ] CONSTRUCTOR:[ __ ] BY: TITLE[ __ ] --------------------- PRINT NAME [ __ ] PRINT TITLE [ __ ] WITNESS: ------------------ NAME[ __ ) TITLE[ __ ] END OF DOCUMENT 3( ConsensusOocs® 210 -Standard Agreement And General Conditions Between Owner And Constructor For A Public Works Project (Optional Unit Price) -t,2014. THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusOocs t,ici'lnology platform croates a redline comparison to tho standard language which the purchaser of this contract 1s aun,orized to share for review purposos. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to par1ies in direct connection with this contract. Any other uses are strictly prohibited. CONTENT SECURE ID: B07AEA00-3i74 B-152 Certificate Of Completion Envelope Id: 0C9108O7 A 1 E44BBBA8C00F6F8D06188A Subject: Complete with DocuSign: E1 _E2 _EmgLHydraugers_PW_Agreement_2024.05.09.pdf Source Envelope : Document Pages : 152 Certificate Pages : 5 AutoNav: Enabled Envelopeld Stamping: Enabled Signatures: 5 Initials: 0 Time Zone: (UTC-08 :00) Pacific Time (US & Canada) Record Tracking Status: Original 5/9/2024 4:18:05 PM Signer Events Brock Nieuwkoop brockn@malcolmdrilling.com Vice President Malcolm Drilling Security Level : Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/14/2024 11 :01 :37 AM ID: 33a 1f96c-ed7 c-45c 1-ae8f-c2e48b98da 7 e Jason Malco lm jasonmalcolm @malco lmdrilling .com Security Level: Email , Account Authent icat ion (None) Electronic Record and Signature Disclosure: Accepted: 5/14/2024 2:28:48 PM ID : f2f4f1f6-8bbf-402d-b03a-fbf646493aa7 Elena Q . Gerli egerl i@awa ttorn eys.com City Attorney Security Level: Emai l, Account Authentication (None) Electronic Record and Signature Disclosure: Ac ce pted: 5/14/2024 2:33:55 PM ID: 70431 aef-cdda-4ed5-954b-241 dab3f8059 John Cruikshank john .cruikshank@rpvca.gov Mayor Secu ri ty Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/14/2024 2:36:25 PM ID: 034b863d-6035-4bfe-a0a 1-5ddb505f853c Holder: Jeremiah Sunwoo jsunwoo@rpvca .g ov Signature G DocuSigned by : ,:; •• c)< d~~J<••f 72A5073AE06642D ... Signature Adoption: Pre-selected Sty le Using IP Address : 50.230 .90.146 Signature Adoption : Pre -se lected Style Using IP Address : 12.245 .190 .94 G DocuSigned by : £teA~ a. c;.A; 9A0809 17790748E ... Signature Adoption: Pre-selected Style Using IP Address: 50.112 .162.3 Sig nature Adoption: Pre -se lected Style Using IP Address: 172.119 .57.203 Status: Comp leted Envelope Originator : Jeremiah Sunwoo 30940 Hawthorne Blvd . DocuSign- Rancho Palos Verdes, CA 90275 jsunwoo@rpvca .gov IP Address : 72.34.97 .146 Location: DocuSign Timestamp Sent: 5/9/2024 4:46 :06 PM Viewed : 5/14/2024 11 :01 :37 AM Sign ed: 5/14/2024 11 :03:35 AM Sent: 5/14/2024 11 :03:40 AM Viewed : 5/14/2024 2:28:48 PM Sign ed: 5/14/2024 2:29:01 PM Sent: 5/14/2024 2 :29:06 PM Viewed: 5/14/2024 2:33:55 PM Signed: 5/14/2024 2 :34:24 PM Se nt: 5/14/2024 2:34:29 PM Viewed: 5/14/2024 2:36:25 PM Signed: 5/14/2024 2 :37:21 PM B-153 Signer Events Teresa Takaoka terit@rpvca.gov Security Level: Emai l, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/14/2024 2:42:00 PM ID : 330fff14-f713-497f-83fb-d4f82a3cd389 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Signature Signature Adoption: Drawn on Device Using IP Address: 72.34.97.146 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Secu rit y Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Timestamp Sent: 5/14/2024 2:37:28 PM Viewed : 5/14/2024 2:42:00 PM Signed: 5/14/2024 2:42:06 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 5/9/2024 4:46:07 PM 5/14/2024 2:42:00 PM 5/14/2024 2:42 :06 PM 5/14/2024 2:42:06 PM Timestamps 8-154 Electronic Record and Signature Disclosure created on: 6/1512021 5:55:39 PM Parties agreed to: Brock Nieuwkoop, Jason Malcolm, Elena Q. Gerli, John Cruikshank, Teresa Takaoka ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the infonnation below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confim1 your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Fu1iher, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically 8-155 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. [f you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: 8-156 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may ; ii. send us an emai l to terit @ rpvca.gov and in the body of such request you must state your ema il , full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The conseq uences of your withdrawing consent for on line documents will be that transactions may take a longer time to process .. Required hardware and software The minimum system requirements for u sing the DocuSign system may change over time . The current system requirements are found here: https ://support.docusign.com/guides/signer-guide - signing-system-requirements . Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronical ly , which will be similar to other e lectronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or e lectronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an emai l address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disc losures exclusive ly in e lectronic forn,at as described herein , then select the check-box next to 'I agree to u se electronic records and s ignatures ' before clicking 'CONTfNUE' within the DocuSign system. By se lecting the c heck-box next to 'I agree to use e lectronic records and signatures', you confom that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electron ic Record and Disclosure to a location where you can print it , for future reference and access ; and • Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusive ly through electronic m eans all notices, disclosures , authorizations , acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with C it y of Rancho Palos Verdes. B-157