CC SR 20250701 H - Landslide Emergency Contract Continuation
CITY COUNCIL MEETING DATE: 07/01/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration to extend and award contracts for Fiscal Year 2025-26 for emergency work
for the Greater Portuguese Bend-Ancient Altamira Landslide Emergency Project
RECOMMENDED COUNCIL ACTION:
(1) Reconfirm, by a four-fifths vote, there is a need to continue the work on the Vertical
Deep Dewatering Emergency Project declared by Council-adopted Resolution No.
2024-20 on May 7, 2024, finding an emergency exists requiring immediate action
in the Greater Portuguese Bend-Ancient Altamira Landslide Complex (Landslide
Complex) to seek to mitigate the movement of the landslide;
(2) Direct the City Clerk to confirm the same in the minutes of this City Council
meeting, via Minute Order, reflecting this action;
(3) Award a Professional Services Agreement to Cotton, Shires and Associates, Inc.
for landslide emergency stabilization geological, geotechnical engineering, peer
review and related services in the not-to-exceed amount of $450,000, for a one-
year term;
(4) Award a Professional Services Agreement to Geologic Associates, Inc. for
landslide emergency stabilization geological, geotechnical engineering, design
and related services in the not-to-exceed amount of $575,000, for a one-year term;
(5) Award a Professional Services Agreement to Hout Construction Services, Inc. for
landslide emergency stabilization project management, construction management,
inspection, and related services in the not-to-exceed amount of $300,000, for a
one-year term;
(6) Award a Professional Services Agreement to Hout Construction Services, Inc. for
construction management and inspection services of landslide roadway repairs in
the not-to-exceed amount of $100,000, for a one-year term;
(7) Award a Professional Services Agreement to LSA Associates, Inc. for landslide
emergency stabilization environmental compliance monitoring, reporting,
permitting and related services in the not-to-exceed amount of $550,000, for a one-
year term;
(8) Award a Professional Services Agreement to Michael R. McGee (dba McGee
Surveying Consulting) for landslide surveying and related services in the not-to-
exceed amount of $320,000, for a one-year term;
(9) Award a Professional Services Agreement to Paul Hansen Engineering, LLC. for
landslide emergency stabilization independent cost estimating and related
services in the not-to-exceed amount of $75,000, for a one-year term;
(10) Award a Contract Services Agreement to Herc Rentals, Inc. for providing and
maintaining generators to continue powering the City’s Deep Dewatering Wells
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within the Landslide Complex in the not-to-exceed amount of $422,000, for a one-
year term;
(11) Award a Contract Services Agreement to Dion and Sons, Inc. for providing fueling
services for generators to continue powering the City’s Deep Dewatering Wells
within the Landslide Complex in the no -to-exceed amount of $340,000, for a one-
year term;
(12) Award a Public Works Agreement to Malcolm Drilling Company, Inc. for on-call
landslide emergency stabilization construction, dewatering well drilling,
winterization, and related services in the not-to-exceed amount of $2,500,000, for
a one-year term, for which the completed value of work under the Agreement
combined with other related on-call contracts will not exceed the project budget;
(13) Award a Public Works Agreement to J&O Well Drilling, Inc. for landslide
emergency on-call dewatering well drilling and related services in the not-to-
exceed amount of $1,500,000, for a one-year term, for which the completed value
of work under the Agreement combined with other related on-call contracts will not
exceed the project budget;
(14) Award a Public Works Agreement to J&H Drilling Company, Inc. (dba M-R Drilling)
for landslide emergency on-call dewatering well drilling and related services in the
not-to-exceed amount of $1,500,000, for a one-year term, for which the completed
value of work under the Agreement combined with other related on-call contracts
will not exceed the project budget;
(15) Award a Public Works Agreement to Colich & Sons, L.P. for emergency on-call
landslide stabilization construction services, storm drain repairs, sanitary sewer
repairs and related work in the not-to-exceed amount of $1,500,000, for a one-year
term, for which the completed value of work under the Agreement combined with
other related on-call contracts will not exceed the project budget;
(16) Award a Public Works Agreement to Clarke Contracting Corporation for
emergency on-call landslide stabilization construction services, storm drain
repairs, sanitary sewer repairs and related work in the not-to-exceed amount of
$1,500,000, for a one-year term, for which the completed value of work under the
agreement combined with other related on-call contracts will not exceed the project
budget;
(17) Award a Public Works Agreement to Hardy and Harper, Inc. for emergency
landslide roadway repair and related services in the not-to-exceed amount of
$2,200,000, for a one-year term;
(18) Award a Public Works Agreement to Inland Engineering Services, Inc. for
emergency landslide roadway repair and related services in the not-to-exceed
amount of $200,000, for a one-year term;
(19) Award a Contract Services Agreement to Multi W Systems, Inc. for on-call
landslide emergency lift station pump maintenance, repairs and related services
for the Abalone Cove Sanitary Sewer System in the not-to-exceed amount of
$100,000 for a one-year term, for which the completed value of work under the
Agreement combined with other related on-call contracts will not exceed the
project budget;
(20) Award a Contract Services Agreement to Ocean Blue Environmental Services, Inc.
for on-call landslide emergency spill response and related services in the not -to-
exceed amount of $1,400,000 for a one-year term, for which the completed value
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of work under the agreement combined with other related on-call contracts will not
exceed the project budget;
(21) Award a Contract Services Agreement to Monaco Mechanical, Inc. (dba All Area
Services) for landslide emergency on-call plumbing services in the not-to-exceed
amount of $75,000, for a one-year term, for which the completed value of work
under the Agreement combined with other related on-call contracts will not exceed
the project budget;
(22) Award a Public Works Agreement to Southwest Pipeline and Trenchless
Corporation for landslide emergency on-call sanitary sewer and storm drain repairs
in the not-to-exceed amount of $50,000, for a one-year term, for which the
completed value of work under the Agreement combined with other related on-call
contracts will not exceed the project budget;
(23) Award a Public Works Agreement to Performance Pipeline Technologies, Inc. for
landslide emergency on-call sanitary sewer and storm drain inspections in the not-
to-exceed amount of $100,000, for a one-year term, for which the completed value
of work under the Agreement combined with other related on-call contracts will not
exceed the project budget;
(24) Award a Contract Services Agreement to Ferrelgas Partners, L.P. (dba Ferrelgas)
for generator fueling and gas storage tank services for the Abalone Cove Sanitary
Sewer System lift stations in the not-to-exceed amount of $100,000, for a one-year
term;
(25) Award a Contract Services Agreement to Genesis Electrical, Inc. for generator
maintenance and repair services for the Abalone Cove Sanitary Sewer System lift
stations in the not-to-exceed amount of $25,000, for a one-year term; and,
(26) Authorize the Mayor to execute the above -listed Agreements in a form approved
by the City Attorney.
FISCAL IMPACT: There is no fiscal impact associated with the recommended City
Council action because the awarding of agreements/contracts is only a mechanism by
which to carry out work that has a budget approved by the City Council. These
agreements/contracts are on-call contracts with not-to-exceed amounts; meaning that
Staff will request services from the most appropriate vendor on an as-needed basis for a
specific task and only pay for the services actually used based on agreements/contracts
approved by the City Council or City Manager (if under $25,000). A notice-to-proceed
(NTP) with a specific task amount based on established rates in the agreement/contract
is required before a vendor can start work. Accordingly, the full value of all contracts will
not be used as the City only pays for what it uses. Although the contracts in their totality
may appear to exceed the City Council budgets, not all agreements/contracts will be used
to their full value and in no case will the total expenditure across all agreements/contracts
exceed the City Council/City Manager approved budgets detailed below. Additionally, the
City may cancel an agreement/contract with due notice.
For Fiscal Year (FY) 2025-26, the City Council adopted the following budget in the Capital
Improvement Program (CIP) related to emergency stabilization measures, for which the
above agreements/contracts will be used:
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FY 2025-26 Adopted Budget:
Capital Infrastructure Program (CIP) Fund:
Fund Source: Capital Infrastructure Program (CIP) Fund
FY 2025-26
Adopted
Budget
8202 - Abalone Cove Sanitary Sewer Repair Program 3,000,000
8304 - Portuguese Bend Landslide Remediation 700,000
8307 - Portuguese Bend Landslide Remediation - Emergency
Stabilization Measures 8,050,000
Construction 5,750,000
Professional Services (Engineering, Environmental, Inspection,
Management 1,725,000
Contingency 575,000
TOTAL - FY 2025-26 (CIP FUND) $11,750,000
Special Revenue (Restricted) Funds:
Fund Source: Special Revenue (Restricted) Funds
FY 2025-26
Adopted
Budget
8302 - Palos Verdes Drive South Landslide Repair Program 2,500,000
Gas Tax (Fund 202) 750,000
Prop C (Fund 215) 1,150,000
Measure R (Fund 220) 600,000
TOTAL - FY 2025-26 SPECIAL REVENUE FUNDS $2,500,000
As part of the FY 2025-26 budget, the City Council directed staff to present a priority list
of landslide emergency response projects/activities totaling $9 million so that the City
Council may consider future budget reductions based on the priority order list. Should the
City Council enact any budget reductions, then any agreements/contracts for those
projects/activities impacted by the budget reductions could be cancelled or reduced with
30 days due notice to the vendor and payment for costs incurred within the cancellation
period. Staff will begin presenting the rank list of projects as part of the August 19, 2025
Landslide Complex emergency extension staff report.
For FY 2024-25, the City Council appropriated $36.8 million (including Purchase Order
carryovers and continuing appropriation from FY 2023-24) for emergency work outside
the normal bidding process due to the emergency declaration as follows:
• $23.9 million for emergency response, boreholes and deep dewatering wells ,
including $9.6 million approved on May 7, 2024 (unspent balance from Hydraugers
Project by June 30, 2024 was carried over in FY 2024 -25) and $6.1 million on
October 1, 2024.
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• $4 million for emergency stabilization measures for additional deep dewatering
wells approved on October 1, 2024.
• $4 million for winterization approved on October 1, 2024.
• $1.1 million for operations and maintenance of deep dewatering wells between
January and March 31, 2025, approved on December 17, 2024.
• Approximately $3.9 million of the following CIP projects are deferred to FY 2025 -
26 as approved on January 21, 2025:
o $0.6 million for Crenshaw Blvd. Rehab;
o $0.6 million for Park Playground Improvements;
o $0.55 million for the Sidewalk Management program;
o $1.7 million for Western Avenue Beautification; and,
o $0.5 million for Altamira Canyon Drainage
• $2 million for operations and maintenance of deep dewatering wells (approximately
$1.5 million from April 1, 2025 through June 30, 2025) and approximately $0.5
million for additional fissure filling approved on January 21, 2025.
• $710,000 from the CIP Fund approved on March 18, 2025 for repairs to the
Abalone Cove Sanitary Sewer System by:
o Reallocating $400,000 from the Measure R Fund to the CIP Fund for
landslide emergency road repairs,
o Reallocating $200,000 from the Gas Tax Fund to the CIP Fund for landslide
emergency road repairs, and
o Appropriating the remaining $110,000 from the CIP Fund.
• $500,000 from the CIP Fund for additional operations and maintenance costs
associated with the DDW Program approved on May 6, 2025.
Assistance to the geologic hazard abatement districts was approved in the form of loans
and in-kind assistance as follows:
• On February 4, 2025, the City Council affirmed the use of the financial assistance
loan to ACLAD in the amount of $1.6 million approved by the City Council on July
2, 2024 for ACLAD to implement their deep dewatering well plan; and
• $100,000 for in-kind project and construction management services provided by
the City to assist the Abalone Cove Landslide Hazard Abatement District with
implementation of their deep dewatering wells plan.
In summary, the following tables are a summary of approved budget appropriations and
summary of funding sources by Fund.
Continued on Next Page
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FY 2024-25 Summary of Budget Appropriations:
FY 2024-25 Summary of Funding Sources (by Fund):
FY 2024-25 Budget Appropriations (Summary)
in millions TOTAL
FY 2024-25 Adopted Budget $4.6
$13.7
October 1, 2024 $14.1
Emergency response, boreholes, DDW, winterization
ARPA Fund 0.5
LA County Grant (Sup. Hahn)2.2
CIP Emergency Reserves 5.0
General Fund Unallocated Fund Balance - Transfers Out 6.4
December 17, 2024 $1.1
O&M for DDDW between Jan-Mar 2025
CIP Fund 1.1
January 21, 2025 $2.0
Additional O&M for DDW between Apr-Jun 2025 and fissure filling
CIP Fund (DDW)1.5
CIP Fund (Fissure Filling)0.5
February 4, 2025 $0.1
In-Kind Services for ACLAD
Affirmed $1.6 million of loans to ACLAD and KCLAD
CIP Fund (DDW)0.1
March 18, 2025 $0.7
Additional O&M Ab Cove Sanitary Sewers
CIP Fund 0.1
Reallocate Measure R 0.4
Reallocate Gas Tax 0.2
May 6, 2025 $0.5
Additional O&M DDW
CIP Fund 0.5
TOTAL - FY 2024-25 $36.8
Carryover from FY 2023-24 ( Prof/Tech, Reallocation
of Hydraugers budget to DDW)
Funding Sources for FY 2024-25 TOTAL
In Millions
CIP Fund 14.5
CIP Fund (Reserves)5.0
CIP Fund (Cont Approp 01/21/25)0.5
General Fund (Transfers-Out Reserves to the CIP Fund) 6.4
General Fund 3.4
Special Revenue (Restricted) Funds
ARPA Fund 3.4
Metro Fund (Prop C, Measure R)1.4
Sup. Hahn's Social Program Grant 2.2
TOTAL $36.81
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Amount Budgeted: See Fiscal Impact above
Additional Appropriation: N/A
Account Number(s): Funding sources – see Fiscal Impact above VR
ORIGINATED BY: David Copp, Deputy Public Works Director
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
The following agreements/contracts will be forthcoming as late correspondence:
A. June 17, 2025 City Council Staff Report – Emergency Hydraugers Contract
Continuation
B. June 17, 2025 City Council Staff Report – Fiscal Year 2025-26 Budget
Adoption
C. Professional Services Agreement with Cotton, Shires and Associates, Inc.
(page C-1)
D. Professional Services Agreement with Geologic Associates, Inc. (page D-
1)
E. Professional Services Agreement with Hout Construction Services, Inc.
(page E-1)
F. Professional Services Agreement with Hout Construction Services, Inc.
(page F-1)
G. Professional Services Agreement with LSA Associates, Inc. (page F-1)
H. Professional Services Agreement with Michael R. McGee dba McGee
Surveying Consulting (page G-1)
I. Professional Services Agreement with Paul Hansen Engineering, LLC
(page H-1)
J. Contract Services Agreement with Herc Rentals, Inc. (page J-1)
K. Contract Services Agreement with Dion and Sons, Inc. (page K-1)
L. Public Works Agreement with Malcolm Drilling Company, Inc. (page L-1)
M. Public Works Agreement with J&O Well Drilling, Inc. (page M-1)
N. Public Works Agreement with J&H Drilling Company, Inc. (page N-1)
O. Public Works Agreement with Colich & Sons, L.P. (page O-1)
P. Public Works Agreement with Clarke Contracting Corporation. (page P-1)
Q. Public Works Agreement with Hardy and Harper, Inc. (page Q-1)
R. Public Works Agreement with Inland Engineering Services. (page R-1)
S. Contract Services Agreement with Multi W Systems, Inc. (page S-1)
T. Contract Services Agreement with Ocean Blue Environmental Services,
Inc. (page T-1)
U. Contract Services Agreement with Monaco Mechanical, Inc. (page U-1)
V. Public Works Agreement with Southwest Pipeline and Trenchless
Corporation. (page V-1)
W. Public Works Agreement with Performance Pipeline Technologies, Inc.
(page W-1)
X. Contract Services Agreement with Ferrelgas Partners, L.P. (page X-1)
Y. Contract Services Agreement with Genesis Electrical, Inc. (page Y-1)
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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 Greater Portuguese Bend-
Ancient Altamira Landslide Complex (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. (Malcolm) to perform the work of the Portuguese Bend Landslide
Emergency Hydraugers Project.
On August 20, 2024, the City Council approved expanding the scope of the emergency
hydraugers project and considering new alternatives including the installation of deep
vertical dewatering wells.
On October 1, 2024, the City Council approved expanding the scope of work to include
winterization work and the installation of additional vertical deep dewatering wells.
On December 17, 2024, the City Council approved expanding the scope of work to include
operations and maintenance of the deep dewatering wells through March 31, 2025.
On January 21, 2025, the City Council approved extending the duration of the operations
and maintenance of the deep dewatering wells work through June 30, 2025 and ongoing
fissure filling.
On February 4, 2025, the City Council approved expanding the scope of work to include
in-kind project and construction management services provided by the City to assist the
Abalone Cove Landslide Hazard Abatement District (ACLAD) with implementation of their
deep dewatering wells plan.
On April 1, 2025, the City Council adopted Resolution No. 2025-20, confirming that
actions taken by the City Manager and city staff in retaining consultants to implement
landslide remediation measures is consistent with the authority delegated by the City
Council.
On June 17, 2025, the City Council approved continuing the emergency justification for
work and emergency contracting for the Greater Portuguese Bend -Ancient Altamira
Landslide Emergency Project (Attachment A).
On June 17, 2025, the City Council adopted the budget for FY 2025-26, which includes
funding for emergency landslide stabilization measures and related city-owned
infrastructure operations, maintenance and repair services by way of the City’s operating
budget and several landslide-related capital improvement projects (CIP) funded in FY
2025-26.
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As part of the FY 2025-26 budget, the City Council directed staff to present a priority rank
list of landslide emergency response projects/activities totaling $9 million so that the City
Council may consider future budget reductions based on the priority order list. Should the
City Council enact any budget reductions, then any agreements/contract s for those
projects/activities impacted by the budget reductions could be cancelled or reduced with
30 days due notice to the vendor and payment for costs incurred within the cancellation
period. Staff will present the list of projects as part of the August 19, 2025 Landslide
Complex emergency extension staff report.
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 that 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.
The current status of the Deep Dewatering Wells program is the following:
• Work is complete for all DDWs as well as the associated test boreholes and
monitoring wells funded by the City Council.
• The DDWs will be monitored and re-drilled or replaced as needed within the Fiscal
Year 2025-26 approved budget.
• The total combined water extraction rate of the DDWs is currently at approximately
790 gallons per minute or 1.14 million gallons per day.
• Since the start of the DDW program, approximately 263 million gallons or 806 acre-
feet of water have been extracted from certain locations around the toe of the
Landslide Complex.
• DDW-7 has sheared due to land movement. Based on the relatively low production
rate of this DDW, the City’s geologists are advising that this DDW should not be
re-drilled, but rather re-located, should additional funding become available.
Accordingly, DDW-7 has been decommissioned.
• DDW-11 experienced pump failure, because of an insufficient water flow rate to
keep the pump cooled. Due to the insufficient water flow, the City’s geologists are
advising that this DDW should not be re-drilled, but rather relocated should
additional funding become available. Accordingly, DDW-11 has been
decommissioned.
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Table 1 - DDW Current Water Extraction Rates as of June 23, 2025
DDW
No. Date Operational
Current Approximate Water
Extraction Rate (Gallons Per
Minute)
Total Water Extraction to Date
Acre-Ft Million Gallons
1 9/13/2024 105 (re-drilled 3/21/25) 106 34
2 9/17/2024 105 (re-drilled 5/29/25) 103 34
3 9/21/2024 105 (re-drilled 3/24/25) 101 33
4 9/21/2024 Decommissioned 3/27/25
78 25 4A 3/29/2025 60
5 9/25/2024 95 (re-drilled 3/26/25) 107 35
6 9/28/2024 85 (re-drilled 12/29/24 and
5/23/25) 83 27
7 10/15/2024 Decommissioned 6/3/25 15 5
8 10/17/2024 15 (re-drilled 01/30/25) 58 19
9 10/25/2024 Decommissioned 11/07/24
54 18 9A 11/16/2024 100 (re-drilled 5/10/25)
10 10/24/2024 120 (re-drilled 5/11/25) 99 32
11 12/03/2024 Decommissioned 3/14/25 2 1
Totals 790 806 263
Plans for Fiscal Year 2025-26 winterization will be prepared in advance of the rainy
season. Monitoring of winterized areas will be conducted prior to and during rain events.
The conditions of the landslide complex continue to necessitate the City’s emer gency
response.
FY 2025-26 CIP - Landslide Emergency Projects
The adopted budget for FY 2025-26 includes funding for three capital improvement
projects for providing continued landslide stabilization measures and repairs to
infrastructure within the Landslide Complex. These projects are summarized below as
follows:
Project 8202 – Abalone Cove Sanitary Sewer Repair Program:
This project is intended to repair the Abalone Cove Sanitary Sewer System to sustain
continued reliable service as land movement within the area continues to significantly
affect the operation of the system. The anticipated work includes repairing existing
sections of force main and gravity sewer lines and relocating portions of sewer force
mains above ground to provide direct monitoring and reduce further damage caused by
land movement. The estimated cost of the project for FY 2025-26 is $3,000,000 and is
primarily based on the approximate cost of repairs made to the sanitary sewer system in
FY 2024-25.
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Project 8302 – Palos Verdes Drive South Landslide Repair Program:
This project is intended to repair Palos Verdes Drive South and other roadways within the
Landslide Complex. The anticipated work includes repairing the asphalt roadway,
drainage infrastructure, curbs, gutters, traffic signs and pavement markings. The
estimated cost of the project for FY 2025 -26 is $2,500,000 and is primarily based on the
approximate cost of repairs made to the system in FY 2024-25, adjusted for the Klondike
Canyon Landslide (KCL) reaching a state of no measurable movement.
Project 8307 – Portuguese Bend Landslide Remediation – Emergency Stabilization
Measures:
This project is intended to continue the emergency stabilization measures that begin in
late FY 2023-24. Following the installation of 11 DDWs (9 of which remain in operation)
and winterization measures in several areas in the Landslide Complex, the project scope
includes operating and maintaining the existing DDWs, maintaining existing and
potentially expanding emergency winterization measures, continuing land movement
surveying, and related work. The approved FY 2025-26 for these projects is $8,050,000.
A breakdown of the projected DDW operations cost and associated services by DDW will
be provided as part of the rank list of projects in the August 19, 2025 Landslide Complex
emergency extension staff report
Proposed Landslide Emergency Contracting Services for FY 2025-26
In response to the City Council’s adoption of the FY 2025-26 budget as described in the
background section above, staff have prepared new agreements/contracts with multiple
vendors for the landslide emergency stabilization services for FY 2025-26. A summary
of the agreements/contracts needed for the emergency landslide stabilization scope of
services is presented in Table 3 below:
continued on next page
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Table 3 – Summary of Landslide Emergency Contract Services
*Agreement is not ready for council approval. The information provided reflects the anticipated scope and not-to-
exceed amount of the services. Staff anticipate returning to City Council on or before August 5 th, 2025 to request
awarding the agreement.
**Agreement was executed on March 28, 2025 and continues through FY 2025-26. Staff anticipate returning to City
Council on or before August 5th, 2025 to report the cost of services performed in FY 2024 -25.
As noted in the Fiscal Impact section of this report, the combined not-to-exceed amounts
for the proposed on-call agreements/contracts in Table 3 appear to exceed the total
amount budgeted for landslide emergency stabilization measures and Abalone Cove
Company Name Scope of Services Contract Value
Combined Not-
to-Exceed
Amount
Cotton, Shires and Associates, Inc. Geotechnical Peer Review and Related Services $450,000
Geologic Associates, Inc. Geotechnical Engineering, Design and Related
Service $575,000
Hout Construction Services, Inc. Project Management, Construction Management
and Inspection $300,000
LSA Associates, Inc. Environmental Compliance Monitoring, Reporting,
Permitting and Related Services $550,000
Paul Hansen Engineering, LLC Independent Cost Estimating and Related Services $75,000
J&O Well Drilling, Inc. On-call Dewatering Well Drilling $1,000,000
J&H Drilling Company, Inc. dba M-R Drilling On-call Dewatering Well Drilling $1,000,000
Malcolm Drilling Company, Inc. On-call Winterization and Well Drilling $2,500,000
Colich & Sons, L.P. On-call Winterization and Drainage Improvements $1,500,000
Clarke Contracting Corporation On-call Winterization and Drainage Improvements $1,500,000
Herc Rentals, Inc. Deep Dewatering Well Generator Services $422,000
Dion and Sons, Inc. Deep Dewatering Well Generator Fueling Services $340,000
*Michael R. McGee dba McGee Surveying
Consulting Landslide Monitoring Survey and Related Services $320,000
**Pump Systems Unlimited DDW Operations, Maintenance and Dewatering
Optimizations $337,000
Southwest Pipeline and Trenchless Corporation Storm Drain Repairs $50,000
Performance Pipeline Technologies, Inc.Storm Drain Inspections $100,000
Hout Construction Services, Inc. Construction Management and Inspection Services -
Roadway Repairs $100,000
Inland Engineering Services Roadway repair and related services $200,000
Hardy and Harper, Inc. Landslide roadway repair and related services $2,200,000
Colich & Sons, L.P. On-call sanitary sewer repairs $1,500,000
Clarke Contracting Corporation On-call sanitary sewer repairs and related work $1,500,000
Southwest Pipeline and Trenchless Corporation On-call storm drain repairs $50,000
Performance Pipeline Technologies, Inc.On-call storm drain inspections $100,000
Multi W Services, Inc. On-call lift station pump maintenance, repairs and
related services $100,000
Ocean Blue Environmental Services, Inc.On-call spill response and related services $1,400,000
Monaco Mechanical, Inc. dba All Area Services On-call plumbing services $75,000
Ferrelgas Partners, L.P. Abalone Cove Sanitary Sewer System lift stations
generator fueling services $100,000
Genesis Electrical, Inc. Abalone Cove Sanitary Sewer System lift stations
generator services $25,000
Stabilization Measures
Abalone Cove Sanitary Sewer System
Roadway Repairs
$3,000,000
$2,500,000
$8,050,000
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Sanitary Sewer System repairs. However, not all agreements/contracts will be used to
their full value and in no case will the total expenditure across all agreements/contracts
exceed the City Council approved budgets. The use of on-call agreements is an extremely
valuable tool for staff to be able to carry out work most efficiently because Staff can select
from multiple vendors based on the best fit for specialty, cost, and/or availability ; without
the significant time and cost that would be incurred in taking individual agreement/contract
assignments to the City Council for approval every time.
The above-listed firms have submitted proposals demonstrating their qualifications,
similar experience, success in performing similar work within the Landslide Complex for
work managed by the City and/or the Geologic Hazard Abatement Districts (GHADs), and
capability to perform the scope of services specified in their respective
agreements/contracts. In no case will the total expenditure across all
agreements/contracts exceed the City Council approved budgets detailed below, and the
City may cancel any agreement with due notice.
All above-listed agreements are proposed to be in effect for a one-year term.
As part of the FY 2025-26 budget, the City Council directed staff to present a priority list
of landslide emergency response projects/activities totaling $9 million so that the City
Council may consider future budget reductions based on the priority order list. Should the
City Council enact any budget reductions, then any agreements/contracts for those
projects/activities impacted by the budget reductions could be cancelled or reduced with
30 days due notice to the vendor and payment for costs incurred with in the cancellation
period. Staff will present the list of projects as part of the August 19, 2025 Landslide
Complex emergency extension staff report.
ADDITIONAL INFORMATION:
As June 30, 2025 is the end of FY 2024-25; Staff will soon be receiving and reviewing
final FY 2024-25 invoices for landslide emergency stabilization work. Once final invoices
are paid, Staff will report the total actual costs of FY 2024-25 landslide emergency
stabilization work to the City Council, which is expected to occur in August 2025, as part
of the emergency contracting standing report. The City Council may also be asked to
ratify any outstanding agreements/contracts.
The agreements/contracts presented in this report include the vast majority of contracted
services; however, there may be a need for additional contracted services that will be
brought to the City Council at a future date or executed under the City Manager’s authority
(less than $25,000). Any additional agreements/contracts will be within the City Council
approved total budget, inclusive of the agreements/contracts recommended in this report.
This evening, under a separate Regular Business agenda item, the City Council will be
receiving an update on Landslide Complex conditions and activities. The City Council will
be asked to consider, among other things, extending the local emergency declaration,
de-energization emergency declaration, and one- or two-wheeled vehicle prohibition on
Palos Verdes Drive South in the landslide area for an additional 60 days.
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CONCLUSION:
The effects of the ongoing land movement continue to be felt in the Greater Portuguese
Bend-Ancient Altamira Landslide Complex. Staff recommends (1) reconfirming 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), (2) reconfirm, by a four-
fifths vote, the need for continuing the work on the Portuguese Bend Landslide
Emergency Project, and (3) awarding the above-listed agreements/contracts to continue
the work in FY 2025-26 within approved budget.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative action is available for the
City Council’s consideration:
1. Do not award an agreement/contract to one or more companies and direct staff to
re-solicit proposals. This may result in stopping or disrupting timely repairs to the
Abalone Cove Sanitary Sewer, Palos Verdes Drive South, and/or maintenance of
DDWs and winterization.
2. Reduce the number, or not-to-exceed amounts, of on-call agreements/contracts.
This may reduce Staff’s ability to engage with vendors in a timely manner and
could disrupt timely repairs to the Abalone Cove Sanitary Sewer, Palos Verdes
Drive South, and/or maintenance of DDWs and winterization.
3. Take other action or provide direction, as deemed appropriate.
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
COTTON, SHIRES AND ASSOCIATES, INC.
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01203.0001/835260.1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
COTTON, SHIRES AND ASSOCIATES, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on July 1, 2025 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and COTTON, SHIRES AND ASSOCIATES, INC.,
a California Corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
C. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
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1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
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subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
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out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the Services, the Contractor becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Contractor shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
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actual expenses, shall not exceed $450,000 (Four Hundred Fifty Thousand Dollars) (the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
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to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
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ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Michael B. Phipps Principal Engineering Geologist
(Name) (Title)
Patrick O. Shires President and Senior Principal Geotechnical
Engineer
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be David Copp, Deputy Public Works Director, or such person
as may be designated by the Director of Public Works. It shall be the Consultant’s responsibility
to assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0001/835260.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant shall perform the following geotechnical engineering and peer review
services (the Services) for the Portuguese Bend Emergency Landslide Stabilization
Project (the Project):
1. Peer-review of Project plans, specifications, reports, studies and other technical
deliverables from third parties. Provide to the City resulting reports and
recommendations to assist the City in managing and directing the Project.
2. Prepare plans, specifications and other engineering and construction details, as
directed by the Contract Officer.
3. Research, procurement, compilation and review of background and historical data
including geologic maps, topographic surveys, improvement plans, aerial
photographs, past geologic and geotechnical engineering reports, and rainfall data, as
well as assessment district information and recent GPS survey monitoring data,
where applicable.
4. Field reconnaissance, geologic mapping, and photo-documentation of the Project
area(s) of interest.
5. Geotechnical analysis of compiled information, including survey monument data,
subsurface data, hydrologic data, and hydrogeologic data in the landslide area.
6. Preparation of engineering geologic maps, cross-sections or other exhibits, as
appropriate.
7. Preparation of site-specific geotechnical investigation proposals for sites where more
detailed evaluations are required to develop mitigation concepts or design criteria.
8. Attendance at meetings (in person or via Zoom) as requested by the Contract
Officer.
9. Emergency response services which may include assessments of land movement,
slope failures, road distress, and other natural hazard or disaster-related events that
may be threatening public safety or adversely impacting City facilities.
10. Consultation, communication and reporting to City staff on Project-related matters
11. Provide technical support on miscellaneous Project-related matters on an as-needed
basis, and as directed by the Contract Officer.
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01203.0001/835260.1 A-2
II. As part of the services, Consultant will prepare and deliver the following tangible
work products to the city
As determined by the City’s Contract Officer based on the specific services being
provided
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports
Status reports as requested by the Contract Officer
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the personnel to accomplish the Services in accordance with
Exhibit “C”.
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 1.2, Consultant’s Proposal, is amended to read:
The Scope of Service shall include the Consultant’s Proposal, attached hereto as Exhibit
“E” and which shall be incorporated herein by this reference, as though fully set forth herein. In
the event of any inconsistency between the terms of such Proposal and this Agreement, the terms
of this Agreement shall govern.
II. Section 1.4, Compliance with California Labor Law, is amended to add a new
Subsection (j), as follows:
(j) Registration with DIR. Pursuant to Labor Code section 1771.1, if Contractor
will be performing work subject to the requirement to pay prevailing wages, 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.
III. Section 2.2, Method of Compensation, is amended to read:
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
VI. Consultant shall perform the Services utilizing the following staff and respective
hourly rates:
Rates for equipment, mileage and other expenses are listed in the Consultants
Proposal, included in Exhibit “E” (See Appendix B – Schedule of Charges).
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9. NOT APPLICABLE
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
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V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE.
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EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. The Services shall commence following Notice-to-Proceed, and will include the scope
of services specified in Exhibit “A”, as the scope of construction work for the project
is authorized by the City on a task order basis.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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EXHIBIT “E”
CONSULTANT’S PROPOSAL
[CONTINUED ON NEXT PAGE]
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
HOUT CONSTRUCTION SERVICES, INC.
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01203.0001/835260.1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
HOUT CONSTRUCTION SERVICES, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on July 1, 2025 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and HOUT CONSTRUCTION SERVICES, INC.
DBA HOUT ENGINEERING, a California Corporation (“Consultant”). City and Consultant
may be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
C. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
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01203.0001/835260.1 2
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
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subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
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out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the Services, the Contractor becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Contractor shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
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actual expenses, shall not exceed $300,000 (Three Hundred Thousand Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period . In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
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to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
from the date herof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
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ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Sam Hout CEO
(Name) (Title)
Adam Hout Vice President
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be David Copp, Deputy Public Works Director, or such person
as may be designated by the Director of Public Works. It shall be the Consultant’s responsibility
to assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
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expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
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(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non -
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
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(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
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01203.0001/835260.1 15
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
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7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
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01203.0001/835260.1 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
HOUT CONSTRUCTION SERVICES, INC., a
California Corporation
By:
Name: Sam Hout
Title: CEO
By:
Name: Adam Hout
Title: Vice President
Address: 20250 SW Acacia Street, Suite 150
Newport Beach, CA 92660
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.
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01203.0001/835260.1 E-23
01203.0001/835260.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
Consultant shall perform the following construction management support services (the Services)
for the Portuguese Bend Emergency Landslide Stabilization Project (the Project):
1. Provide comprehensive project management, construction management and inspection
services for the Project. Services include on-site and office support.
2. Enforcing the general contractor’s, including its subcontractors’ (collectively, the
Contractor), compliance with the Project’s Bid Documents, including all executed task
orders, change orders, and all applicable federal, state, and local laws and regulations.
3. Provide daily reports, weekly reports, and inspection reports to document all
construction field activities performed by the Contractor.
4. Provide and maintain an electronic documentation control system for the City.
5. Serve as point of contact between the City and the Contractor, Project’s design and
engineering team, utility companies, and other stakeholder parties as mutually agreed.
6. Provide Bid Documents document control, including, but not limited to:
correspondence, field memos, requests for information, change orders, submittals, plan
clarifications, and cost control logs.
7. Conduct necessary Specialty Inspections during the construction of the Project.
Specialty Inspections may include soils and materials inspection, and shall be
conducted as recommended by the Engineer, and as directed by the Contract Officer.
8. Review and negotiate Task Orders, and cost and time extension proposals submitted by
the Contractor.
9. Conduct weekly construction progress meetings with the Contractor, including the
preparation and issuance of meeting agendas and minutes.
10. Conduct issue specific focus and resolution meetings with the Contractor and other
project stakeholders as determined necessary.
11. Except where the context indicates otherwise, the terms “Project Manager” and any
term or phrase related to Project Tasks are defined in the Bid Documents.
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01203.0001/835260.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 1.2, Consultant’s Proposal, is amended to read:
The Scope of Service shall include the Consultant’s Proposal, attached hereto as Exhibit
“E” and which shall be incorporated herein by this reference, as though fully set forth herein. In
the event of any inconsistency between the terms of such Proposal and this Agreement, the terms
of this Agreement shall govern.
II. Section 1.4, Compliance with California Labor Law, is amended to add a new
Subsection (j), as follows:
(j) Registration with DIR. Pursuant to Labor Code section 1771.1, if Contractor will be
performing work subject to the requirement to pay prevailing wages, 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.
III. Section 2.2, Method of Compensation, is amended to read:
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Name Role Hourly Rate
Adam Hout Project Controls Manager $ 179.00
Emily Yu Deputy Project Manager $ 186.00
Tim Connors Senior Construction Manager $ 240.00
Dena Hout Project Engineer $ 150.00
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9. NOT APPLICABLE
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE.
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EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. The Services shall commence following Notice-to-Proceed, and will include the scope
of services specified in Exhibit “A”, as the scope of work for the project is developed
and related work is authorized by the City.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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EXHIBIT “E”
CONSULTANT’S PROPOSAL
[CONTINUED ON NEXT PAGE]
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01203.0006/770637.1
PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
HARDY & HARPER, INC.
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01203.0006/770637.1
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
HARDY & HARPER, INC.
THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made
and entered into on , 2025 by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation (“City”) and HARDY & HARPER, INC., a California
Corporation (“Contractor”). City and Contractor may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
by the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. WORK OF CONTRACTOR
1.1 Scope of Work.
In compliance with all terms and conditions of this Agreement, the Contractor shall
provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or “work”
hereunder. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the work required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated herein.
Contractor shall at all times faithfully, competently and to the best of its ability, experience and
talent, perform all services described herein. Contractor covenants that it shall follow the highest
professional standards in performing the work and services required hereunder and that all
materials will be both of good quality as well as fit for the purpose intended. For purposes of this
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Agreement, the phrase “highest professional standards” shall mean those standards of practice
recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Bid Documents.
The Scope of Work shall include the “General Provisions” and “Special Provisions”
in the bid documents for the project entitled Palos Verdes Drive South Landslide Road
Maintenance, including any documents or exhibits referenced therein (collectively, “bid
documents”), all of which are incorporated herein by this reference. In the event of any
inconsistency between the terms of the bid documents and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Contractor shall keep itself informed concerning, and shall render all services
hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental entity having jurisdiction in effect at the time
service is rendered.
1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the
extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of
the prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Contractor acknowledges
receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing
rate of per diem wages, and Contractor shall post a copy of the same at each job site where work
is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall
comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning
the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing
wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each
calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined
by the DIR for the work or craft in which the worker is employed for any public work done
pursuant to this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep
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01203.0006/770637.1
with any subcontractor for work under this Agreement. Contractor shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations, and approvals as may be required by law for the performance of the services required
by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and
taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are
necessary for the Contractor’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor
(i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that Contractor has or will investigate
the site and is or will be fully acquainted with the conditions there existing, prior to commencement
of services hereunder.
(b) Contractor shall promptly, and before the following conditions are
disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous
waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class
I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent
conditions, materially different from those indicated; or (iii) unknown physical conditions at the
site of any unusual nature, different from those ordinarily encountered and generally recognized
as inherent in work of the character provided for in this Agreement, and will materially affect the
performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that
the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase
in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a
change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor
whether the conditions materially differ, or involve hazardous waste, or cause a decrease or
increase in Contractor's cost of, or time required for, performance of any part of the work,
Contractor shall not be excused from any scheduled completion date set, but shall proceed with all
work to be performed under the Agreement. Contractor shall retain any and all rights provided
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01203.0006/770637.1
either by contract or by law, which pertain to the resolution of disputes and protests between the
contracting parties.
(e) City will compensate Contractor to the extent required by
Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.
1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and
maintaining storage facilities, during the life of the Agreement to furnish continuous protection to
the work, and the equipment, materials, papers, documents, plans, studies and/or other components
thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the work by City, except such losses or damages as caused by City’s
own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall
not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials
which have been installed or delivered and which may be necessary for the completion of the work.
1.8 Warranty.
Contractor warrants all work under the Agreement (which for purposes of this
Section shall be deemed to include unauthorized work which has not been removed and any
non-conforming materials incorporated into the work) to be of good quality and free from any
defective or faulty material and workmanship. Contractor agrees that for a period of one year (or
the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided
by any manufacturer or supplier of equipment or materials incorporated into the work, whichever
is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified
in writing by the City of any defect in the work or non-conformance of the work to the Agreement,
commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty
at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an
emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace
any portions of the work (or work of other contractors) damaged by its defective work or which
becomes damaged in the course of repairing or replacing defective work. For any work so
corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an
additional one year period, commencing with the date of acceptance of such corrected work.
Contractor shall perform such tests as the City may require to verify that any corrective actions,
including, without limitation, redesign, repairs, and replacements comply with the requirements of
the Agreement. All costs associated with such corrective actions and testing, including the
removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall
be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors,
suppliers and manufacturers with respect to any portion of the work, whether express or implied,
are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not
such warranties and guarantees have been transferred or assigned to the City by separate agreement
and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the
City. In the event that Contractor fails to perform its obligations under this Section, or under any
other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the
City shall have the right to correct and replace any defective or non-conforming work and any
work damaged by such work or the replacement or correction thereof at Contractor's sole expense.
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Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon
demand.
1.9 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.10 Additional Work and Change Orders.
(a) City shall have the right at any time during the performance of the
services, without invalidating this Agreement, to order extra work beyond that specified in the
Scope of Work or make changes by altering, adding to or deducting from said work. No such extra
work may be undertaken unless a written change order is first given by the Contract Officer to the
Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to
perform this Agreement, which said adjustments are subject to the written approval of the
Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract
Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one
hundred eighty (180) days; and does not materially affect the Work and which are not detrimental
to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in
accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in
the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such
work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract
Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work
of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of
workers and subcontractors performing the work for the Change Order at the time such work is
done. The use of labor classifications that would increase the cost of such work shall not be
permitted.
(ii) Materials and Equipment: the cost of materials and
equipment shall be at cost to Contractor or lowest current price which such materials and
equipment are reasonably available at the time the work is done, whichever is lower.
(iii) If the cost of the extra work cannot be agreed upon, the
Contractor must provide a daily report that includes invoices for labor, materials and equipment
costs for the work under the Change Order. The daily report must include: list of names of workers,
classifications, and hours worked; description and list of quantities of materials used; type of
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equipment, size, identification number, and hours of operation, including loading and
transportation, if applicable; description of other City authorized services and expenditures in such
detail as the City may require. Failure to submit a daily report by the close of the next working day
may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day.
(d) It is expressly understood by Contractor that the provisions of this
Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope
of Work may be more costly or time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part
hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor
the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed $2,200,000 (Two Million Two Hundred Thousand Dollars) (the
“Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of the
services less the contract retention; (iii) payment for time and materials based upon the
Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates
are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the
Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of
Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures
for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer
in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
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attendance of Contractor at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall
not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Contractor shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month in a form approved by City’s
Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is
certifying compliance with all provisions of the Agreement. The invoice shall contain all
information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses
by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and
sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.
Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall, as soon as practicable, independently review each invoice submitted by
the Contractor to determine whether the work performed and expenses incurred are in compliance
with the provisions of this Agreement. Except as to any charges for work performed or expenses
incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause
Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed
invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event that City
does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and
properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent
allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are
disputed by City, the original invoice shall be returned by City to Contractor, not later than seven
(7) days after receipt by the City, for correction and resubmission. Returned invoices shall be
accompanied by a document setting forth in writing the reasons why the payment request was
rejected. Review and payment by the City of any invoice provided by the Contractor shall not
constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Contractor.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Contractor shall commence the services pursuant to this Agreement upon receipt of
a written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
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reference. When requested by the Contractor, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within
ten (10) days of the commencement of such delay notify the Contract Officer in writing of the
causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall
be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled
to recover damages against the City for any delay in the performance of this Agreement, however
caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Inspection and Final Acceptance.
City may inspect and accept or reject any of Contractor’s work under this
Agreement, either during performance or when completed. City shall reject or finally accept
Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a
timely written acceptance, otherwise work shall be deemed to have been rejected. City’s
acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such
gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver
of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining
to warranty and indemnification and insurance, respectively.
3.5 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not exceeding
one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit “D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith:
________________________ ________________________
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(Name) (Title)
________________________ ________________________
(Name) (Title)
________________________ ________________________
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation
of the foregoing Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the services hereunder.
All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive
direction and control of the Principals. For purposes of this Agreement, the Principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City. Additionally, Contractor shall make every reasonable effort to maintain
the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform
the services required under this Agreement. Contractor shall notify City of any changes in
Contractor’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement, prior to and during any such performance.
4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any
obligation, debt or liability of any kind on behalf of or against City, whether by contract or
otherwise, unless such authority is expressly conferred under this Agreement or is otherwise
expressly conferred in writing by City. Contractor shall not at any time or in any manner represent
that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials,
officers, employees or agents of City. Neither Contractor, nor any of Contractor’s officers,
employees or agents, shall obtain any rights to retirement, health care or any other benefits which
may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ramzi Awwad, Director of Public Works, or such
person as may be designated by the City Manager. It shall be the Contractor’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the services
and the Contractor shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing
by the City Manager, to sign all documents on behalf of the City required hereunder to carry out
the terms of this Agreement.
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,
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except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Contractor shall
not at any time or in any manner represent that it or any of its agents or employees are agents or
employees of City. City shall not in any way or for any purpose become or be deemed to be a
partner of Contractor in its business or otherwise or a joint venturer or a member of any joint
enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals
and employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. All subcontractors shall
obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including
from the City) as may be required by law for the performance of any services or work under this
Agreement. In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for
the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more
than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all
transfers into account on a cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express
consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
Without limiting Contractor’s indemnification of City, and prior to commencement
of any services under this Agreement, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts described
below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that has
not been amended. Any endorsement restricting standard ISO “insured contract” language will not
be accepted. Additional Insurance as referenced in Section 5.2(a) below shall provide coverage for
both ongoing and completed operations, and shall provide for both a defense and indemnity of the
City.
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(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Contractor arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $3,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Contractor agrees to maintain continuous coverage through a period no less than
five (5) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Contractor shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Umbrella or excess liability insurance. Contractor shall obtain and maintain
an umbrella or excess liability insurance that will provide bodily injury, personal injury and
property damage liability coverage at least as broad as the primary coverages set forth above,
including commercial general liability and employer’s liability. Such policy or policies shall
include the following terms and conditions:
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies;
• Policies shall “follow form” to the underlying primary policies; and
• Insureds under primary policies shall also be insureds under the umbrella or
excess policies.
(f) Pollution liability insurance. Environmental Impairment Liability Insurance
shall be written on a Contractor’s Pollution Liability form, or other form acceptable to the City,
providing coverage for liability arising out of sudden, accidental and gradual pollution and
remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the
aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the
policy as “covered operations.” The policy shall provide coverage for the hauling of waste from
the project site to the final disposal location, including non-owned disposal sites.
(g) Builder’s risk insurance. Upon commencement of construction and with
approval of City, Contractor shall obtain and maintain builder’s risk insurance for the entire
duration of the Project until only the City has an insurable interest. The Builder’s Risk coverage
shall include the coverages as specified below.
The named insureds shall be Contractor and City, including its officers,
officials, employees, and agents. All Subcontractors (excluding those solely responsible for design
Work) of any tier and suppliers shall be included as additional insureds as their interests may
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appear. Contractor shall not be required to maintain property insurance for any portion of the
Project following transfer of control thereof to City. The policy shall contain a provision that all
proceeds from the builder’s risk policy shall be made payable to the City. The City will act as a
fiduciary for all other interests in the Project.
Policy shall be provided for replacement value on an "all risk" basis for the
completed value of the project. There shall be no coinsurance penalty or provisional limit provision
in any such policy. Policy must include: (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 part of the Project; (4) Ordinance or law coverage for contingent
rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by
the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value
of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or
supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value
of any property or equipment stored either on or off the Site or any staging area. Such insurance
shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be
submitted to the Agency prior to commencement of construction.
(h) 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.
City shall be an additional insured on all subcontractor polices pursuant to this Section 5.1 and
Section 5.2 below.
(i) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide additional insured
endorsements to City as evidence of the insurance coverage required herein, along with a waiver
of subrogation endorsement for workers’ compensation. Certificates of Insurance will not be
acceptable. Endorsements must be approved by City’s Risk Manager prior to commencement of
performance. Current Endorsements and Declarations pages shall be kept on file with City at all
times during the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies, at any time. In the event the City makes such a request,
Contractor shall immediately provide the requested policies and provide any such Privacy Act
release required by the City to Contractor’s insurers relative to policy information.
(b) Duration of coverage. Unless a longer or shorter term is specified herein
with respect to a specific type of insurance, Contractor shall procure and maintain for the duration
of this Agreement all of the insurance required by this Agreement..
(c) Products/completed operations coverage. Products/completed operations
coverage shall extend a minimum of three (3) years after project completion. Coverage shall be
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included on behalf of the insured for covered claims arising out of the actions of independent
contractors. If the insured is using subcontractors, the Policy must include work performed “by or
on behalf” of the insured. Policy shall contain no language that would invalidate or remove the
insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy
shall specifically provide for a duty to defend on the part of the insurer. The City, its officials,
officers, agents, and employees, shall be included as additional insureds under the Products and
Completed Operations coverage.
(d) Primary/noncontributing. For insurance required by Section 5.1(a) and (b)
coverage provided by Contractor shall be primary and any insurance or self-insurance procured or
maintained by City shall not be required to contribute with it. The limits of insurance required
herein may be satisfied by a combination of primary and umbrella or excess insurance. Any
umbrella or excess insurance shall comply with the Proof of Insurance requirements of paragraph
5.2(a), and must contain or be endorsed to contain a provision that such coverage shall also apply
on a primary and non-contributory basis for the benefit of City before the City’s own insurance or
self-insurance shall be called upon to protect it as a named insured.
(e) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient
to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(f) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance or
that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in
accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the
City’s Risk Manager.
(g) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to waive
their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against
City, and shall require similar written express waivers and insurance clauses from each of its
subcontractors.
(h) Enforcement of contract provisions (non-estoppel). Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
(i) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
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is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type. If the Contractor maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Contractor. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(j) Notice of cancellation. Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. Commercial General Liability and Automobile
policies shall contain a severability of interests provision must apply for all additional insureds
ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall
not contain any cross-liability exclusions.
(m) Pass through clause. Contractor agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Contractor, provide the same minimum insurance coverage and endorsements
required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of
this section. Contractor agrees that upon request, all agreements with consultants, subcontractors,
and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City. Contractor shall be responsible for immediately satisfying
any deductible, retained limit or self-insured retention in order for the City to be afforded an
immediate defense.
(p) Timely notice of claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor’s performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies. City’s failure to promptly tender defense directly to any insurer shall not be considered
“voluntary” within the meaning of any insurer’s “voluntary payments” clause or similar provision.
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No defense costs or indemnity obligation incurred by the City in any matter arising from or related
to Contractor’s acts or omissions in the performance of this Agreement shall be considered
“voluntary.”
(q) Additional kinds of insurance. Contractor shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Contractor agrees to indemnify, defend and
hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’
reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Contractor will upon tender of defense by the City, immediately
defend any action or actions filed in connection with any of said claims or liabilities and will pay
all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith.
Contractor expressly waives any contention that an immediate defense obligation does not arise
pursuant to any provision of the California Civil Code and/or Crawford v. Weathershield (2008)
44 Cal.4th 541, or its progeny.
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations or
activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers,
agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or other
claims arising out of or in connection with the negligent performance of or failure to perform the
work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its
officers, agents or employees, any and all costs and expenses incurred by the City, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys’ fees.
In addition, Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights,
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
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Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor
is not the patentee or assignee or has not the lawful right to sell the same.
Contractor shall incorporate the provisions of this Section 5.3 in all indemnity
agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to
indemnify City hereunder therefore, and failure of City to monitor compliance with these
provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising
from any negligent or wrongful act, error or omission, or reckless or willful misconduct of
Contractor in the performance of professional services and work hereunder. The provisions of this
Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful
acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities
resulting in part from City’s negligence, except that design professionals’ indemnity hereunder
shall be limited to claims and liabilities arising out of the negligence, recklessness or willful
misconduct of the design professional. The indemnity obligation shall be binding on successors
and assigns of Contractor and shall survive termination of this Agreement.
5.4 Notification of Third-Party Claims.
City shall timely notify Contractor of the receipt of any third-party claim relating
to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable
costs incurred in providing such notification.
5.5 Performance and Labor Bonds.
Concurrently with execution of this Agreement Contractor shall deliver to the City,
the following:
(a) A performance bond in the amount of the Contract Sum of this
Agreement, in the form provided by the City Clerk, which secures the faithful performance of this
Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of
this Agreement, in the form provided by the City Clerk, which secures the payment of all persons
furnishing labor and/or materials in connection with the work under this Agreement.
Both the performance and labors bonds required under this Section 5.5 shall contain
the original notarized signature of an authorized officer of the surety and affixed thereto shall be a
certified and current copy of his power of attorney. The bond shall be unconditional and remain in
force during the entire term of the Agreement and shall be null and void only if the Contractor
promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and
materials for work and services under this Agreement.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued
by companies qualified to do business in California, rated “A” or better in the most recent edition
of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager
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of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more
than 3 years duration, or in the event the Risk Manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk
Manager.
5.7 Substitution of Securities.
Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent
securities for any funds withheld to ensure performance under this Agreement may be permitted
at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to
an escrow agreement in a form prescribed by Public Contract Code Section 22300, request
payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor.
5.8 Release of Securities.
City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided
evidence of satisfaction of all other requirements under Article 5 of this Agreement;
(b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be
made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor
Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise
as required by applicable law.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of
payroll records in compliance with all applicable laws, or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of 3 years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Contractor’s business, custody of the
books and records may be given to City, and access shall be provided by Contractor’s successor
in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in
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providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Contractor shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the
cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor
agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data,
notes, computer files, reports, records, documents and other materials (the “documents and
materials”) prepared by Contractor, its employees, subcontractors and agents in the performance
of this Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
documents without specific written authorization by the Contractor will be at the City’s sole risk
and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to
such use, reuse or assignment. Contractor may retain copies of such documents for its own use.
Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors
shall provide for assignment to City of any documents or materials prepared by them, and in the
event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages
resulting therefrom. Moreover, Contractor with respect to any documents and materials that may
qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are
hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
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response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Contractor or be present at
any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Contractor. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and
to performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the
terms of this Agreement, the City shall not have any obligation or duty to continue compensating
Contractor for any work performed after the date of default. Instead, the City may give notice to
Contractor of the default and the reasons for the default. The notice shall include the timeframe in
which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may
be extended, though not reduced, if circumstances warrant. During the period of time that
Contractor is in default, the City shall hold all invoices and shall proceed with payment on the
invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect
to pay some or all of the outstanding invoices during the period of default. If Contractor does not
cure the default, the City may take necessary steps to terminate this Agreement under this Article.
Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed
to result in a waiver of the City’s legal rights or any rights arising out of any provision of this
Agreement.
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(b) Dispute Resolution. This contract is subject to the provisions of
Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract
Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates
certain procedures for the filing of claims and supporting documentation by the Contractor, for the
response to such claims by the City, for a mandatory meet and confer conference upon the request
of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and
for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This
Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties are cumulative and the exercise by either
party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in
law or in equity, to cure, correct or remedy any default, to recover damages for any default, to
compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to
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obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any
contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905
et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable, in addition to any liquidated damages
pursuant to paragraph 5.2(b) above, for and shall pay to the City the sum of $750 (Seven Hundred
Fifty Dollars) as liquidated damages for each working day of delay in the performance of any
service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City
may withhold from any monies payable on account of services performed by the Contractor any
accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be
assessed liquidated damages for delay in completion of the project when such delay was caused
by the failure of the public agency or owner of the utility to provide for removal or relocation of
utility facilities.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically
provided in the following Section for termination for cause. The City reserves the right to terminate
this Contract at any time, with or without cause, upon fourteen (14) days’ written notice to
Contractor, except that where termination is due to the fault of the Contractor, the period of notice
may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days’ written notice to City, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of
termination, Contractor shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Contractor has initiated
termination, the Contractor shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated
termination, the Contractor shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the opportunity
to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor.
If termination is due to the failure of the Contractor to fulfill its obligations under
this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
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damages), and City may withhold any payments to the Contractor for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to
any action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed
to have accrued on commencement of such action and shall be enforceable whether or not such
action is prosecuted to judgment.
7.11 Unfair Business Practices Claims.
In entering into this Agreement, Contractor offers and agrees to assign to the City
all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton
Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700)
of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods,
services or materials related to this Agreement. This assignment shall be made and become
effective at the time the City renders final payment to the Contractor without further
acknowledgment of the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Contractor, or
any successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Contractor or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Contractor’s performance of services under
this Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any decision
relating to the Agreement which effects his financial interest or the financial interest of any
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corporation, partnership or association in which he is, directly or indirectly, interested, in violation
of any State statute or regulation. The Contractor warrants that it has not paid or given and will not
pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all
persons claiming under or through them, there shall be no discrimination against or segregation
of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing
and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 and in the
case of the Contractor, to the person at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All
correspondence relating to this Agreement shall be serialized consecutively.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of
the language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that
(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver
this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONTRACTOR:
____________________________________
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Address:
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.
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01203.0006/770637.1 A-1
EXHIBIT “A”
SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and
requirements in the “General Provisions” and “Special Provisions” included in the bid
documents for the project entitled Palos Verdes Drive South Landslide Road
Maintenance, including any documents or exhibits referenced therein.
II. Brief description of the work to be performed:
Work to be performed includes all on-call repairs.
Type One items of work include: remove and reconstruct asphalt, AC Cold Milling, skin
patches, Striping, Flagging, supplying: Changeable Message Signs, Class II Base, 3/ 4"
Crushed Rock, and installing Portland Cement Curb and Gutter.
Type Two work items include: Laborer, backhoe with operator, roller with operator, skip
loader with operator, laborer with dump truck, sidewalk grinding crew, bobcat with
operator, bobcat with operator and grinder, sawcut truck with operator, paving machine
with operator, screed operator, foreman, vacuum sweeper, pickup truck, crew truck, and
compressor with 90Ib hammer. These work items are used to repair the asphalt roadway
surface, replace concrete curb, gutter, sidewalk, signing and striping, asphalt patching, and
adjusting storm drain pipe systems.
III. In addition to the requirements of Section 6.2, during performance of the work, Contractor
will keep the City apprised of the status of performance by delivering the following status
reports:
A. Daily reports of work accomplished.
B. Material delivery truck tickets at the end of each work day.
IV. All work is subject to review and acceptance by the City, and must be revised by the
Contractor without additional charge to the City until found satisfactory and accepted by
City.
V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic
in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 5.1, Insurance Coverages, is amended to read:
5.1 Insurance Coverages.
Without limiting Contractor’s indemnification of City, and prior to commencement of any
services under this Agreement, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general liability
insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for
bodily injury, personal injury, and property damage. The policy must include contractual
liability that has not been amended. Any endorsement restricting standard ISO “insured
contract” language will not be accepted. Additional Insurance as referenced in Section
5.2(a) below shall provide coverage for both ongoing and completed operations, and shall
provide for both a defense and indemnity of the City.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at
least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Contractor arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired,
non-owned or rented vehicles, in an amount not less than $1,000,000 combined single
limit for each accident.
(c) Professional 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 $3,000,000 per claim and in the
aggregate. Any policy inception date, continuity date, or retroactive date must be before
the effective date of this Agreement and Contractor agrees to maintain continuous
coverage through a period no less than five (5) years after completion of the services
required by this Agreement.
(d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation
Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least
$1,000,000).
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(e) Umbrella or excess liability insurance. Contractor shall obtain and maintain an
umbrella or excess liability insurance that will provide bodily injury, personal injury and
property damage liability coverage at least as broad as the primary coverages set forth
above, including commercial general liability and employer’s liability. Such policy or
policies shall include the following terms and conditions:
• Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effective dates with primary policies;
• Policies shall “follow form” to the underlying primary policies; and
• Insureds under primary policies shall also be insureds under the umbrella or excess
policies.
(f) Pollution liability insurance. Environmental Impairment Liability Insurance shall be
written on a Contractor’s Pollution Liability form, or other form acceptable to the City,
providing coverage for liability arising out of sudden, accidental and gradual pollution
and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and
in the aggregate. All activities contemplated in this Agreement shall be specifically
scheduled on the policy as “covered operations.” The policy shall provide coverage for
the hauling of waste from the project site to the final disposal location, including non-
owned disposal sites.
(g) Builder’ s risk insurance. Upon commencement of construction and with approval of
City, Contractor shall obtain and maintain builder’s risk insurance for the entire duration
of the Project until only the City has an insurable interest. The Builder’s Risk coverage
shall include the coverages as specified below.
The named insureds shall be Contractor and City, including its officers, officials,
employees, and agents. All Subcontractors (excluding those solely responsible for design
Work) of any tier and suppliers shall be included as additional insureds as their interests
may appear. Contractor shall not be required to maintain property insurance for any
portion of the Project following transfer of control thereof to City. The policy shall contain
a provision that all proceeds from the builder’s risk policy shall be made payable to the
City. The City will act as a fiduciary for all other interests in the Project.
Q-32
01203.0006/770637.1 C-3
Policy shall be provided for replacement value on an "all risk" basis for the completed
value of the project. There shall be no coinsurance penalty or provisional limit provision
in any such policy. Policy must include: (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 part of the Project; (4) Ordinance
or law coverage for contingent rebuilding, demolition, and increased costs of construction;
(5) transit coverage (unless insured by the supplier or receiving contractor), with sub-
limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean
marine cargo coverage insuring any Project materials or supplies, if applicable; (7)
coverage with sub-limits sufficient to insure the full replacement value of any property or
equipment stored either on or off the Site or any staging area. Such insurance shall be on
a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be
submitted to the Agency prior to commencement of construction.
(h)(g) 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. City shall be an additional insured on all subcontractor polices pursuant to
this Section 5.1 and Section 5.2 below.
II. Section 5.5, Performance and Labor Bonds, is amended to read:
5.5 Performance and Labor Bonds,
Concurrently with execution of this Agreement Contractor shall deliver to the City, the
following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form
provided by the City Clerk, which secures the faithful performance of this Agreement.
(a)(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in
the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or
materials in connection with the work under this Agreement.
(b)(c) Both the performance and labors bonds The Payment (labor and materials) bond
required under this Section 5.5 shall contain the original notarized signature of an authorized officer
of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The
bond shall be unconditional and remain in force during the entire term of the Agreement and shall be
null and void only if the Contractor promptly and faithfully performs all terms and conditions of this
Agreement and pays all labor and materials for work and services under this Agreement.
III. Section 5.5, Sufficiency of Insurer or Surety, is amended to read:
5.6 Sufficiency of Insurer or Surety.
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01203.0006/770637.1 C-4
Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk
Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration,
or in the event the Risk Manager determines that the work or services to be performed under this
Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the
minimum limits of the insurance policies and the performance bond required by Section 5.5 may be
changed accordingly upon receipt of written notice from the Risk Manager.
IV. Section 7.3, Retention of Funds, is amended to read:
7.3 Retention of Funds.
Contractor hereby authorizes City to deduct from any amount payable to Contractor
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason
of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under
this Agreement. In the event that any claim is made by a third party, the amount or validity of which
is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a
claim of lien, City may withhold from any payment due, without liability for interest because of such
withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to
deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify,
and protect City as elsewhere provided herein.
Q-34
01203.0006/770637.1 C-5
EXHIBIT “C”
SCHEDULE OF COMPENSATION
VI. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of
Contractor’s Proposal, and listed below:
A. Summary of compensation:
TOTAL FOR FY 2025-26 $2,200,000
Subtotal Type One Work $2,125,000
Subtotal Type Two Work $75,000
B. Detailed Breakdown of compensation:
Type One Work:
Item Description Estimated
Quantity Unit Unit Price Amount
1-1 4" Asphalt remove and reconstruct per location (1 -
500 SF)
1,000 SF $4.00 $4,000.00
Per additional inch in depth of
asphalt removal and replacement (1 - 500 SF)
1,000 SF $1.00 $1,000.00
1-2 4" Asphalt remove and reconstruct per location (501-
1000 SF)
1,000 SF $3.50 $3,500.00
Per additional inch in depth of
asphalt removal and replacement (501 - 1,000 SF)
1,000 SF $1.00 $1,000.00
1-3 4" Asphalt remove and reconstruct per location
(1,001 - 2000 SF)
1,000 SF $3.00 $3,000.00
Per additional inch in depth of
asphalt removal and replacement (1,001 - 2,000 SF)
1,000 SF $1.00 $1,000.00
1-4 4" Asphalt remove and reconstruct per location
(>2,000 SF)
1,000 SF $2.30 $2,300.00
Per additional inch in depth of
asphalt removal and replacement (>2,000 SF)
1,000 SF $1.00 $1,000.00
1-5 AC Cold Milling less than 3" 220,000 SF $275,000.00 $275,000.00
AC Fill less than 3" 220,000 SF $902,000.00 $902,000.00
1-6 AC Cold Milling greater than 3" to 6" 60,000 SF $81,000.00 $81,000.00
AC Fill greater than 3" to 6" 60,000 SF $252,000.00 $252,000.00
1-7 AC Cold Milling greater than 6" to 8" 1,000 SF $2,000.00 $2,000.00
AC Fill greater than 6" to 8" 1,000 SF $4,800.00 $4,800.00
1-8 AC Cold Milling greater than 8" to 10" 1,000 SF $2,900.00 $2,900.00
AC Fill greater than 8" to 10" 1,000 SF $6,000.00 $6,000.00
1-9 AC Cold Milling greater than 10" to 12" 1,000 SF $3,800.00 $3,800.00
AC Fill greater than 12" 1,000 SF $6,500.00 $6,500.00
Q-35
01203.0006/770637.1 C-6
1-10 Skin patching up to 2" 80,000 SF $252,000.00 $252,000.00
1-11 Traffic Striping, Markings, Raised Pavement Markers 14 EA $42,000.00 $42,000.00
1-12 Full day flagging operation 47 DAY $197,800.00 $202,100.00
1-13 Half-day flagging operation 37 DAY $30,400.00 $29,600.00
1-14 Changeable message sign 84 DAY $5,040.00 $5,040.00
1-15 Class II base material 150 YD $13,500.00 $13,500.00
1-16 ¾" crushed rock 100 YD $14,000.00 $14,000.00
1-17 Portland Cement curb and gutter 100 LF $2,000.00 $2,000.00
1-18 Water truck 84 DAY $11,760.00 $11,760.00
Subtotal Type One Work
$2,124,800.00
Type Two Work:
Item Description Estimated
Quantity Unit Unit
Price Amount
2-1 Laborer 64 Hours $95.00 $6,080.00
2-2 Backhoe with operator 64 Hours $132.00 $8,448.00
2-3 Roller with operator 64 Hours $138.00 $8,832.00
2-4 Skip loader with operator 64 Hours $140.00 $8,960.00
2-5 Laborer with Dump Truck 64 Hours $125.00 $8,000.00
2-6 Sidewalk Grinding Crew 8 Hours $65.00 $520.00
2-7 Bobcat with operator 64 Hours $180.00 $11,520.00
2-8 Bobcat with operator and grinder 64 Hours $215.00 $13,760.00
2-9 Sawcut Truck with operator 8 Hours $115.00 $920.00
2-10 Paving machine with operator 8 Hours $190.00 $1,520.00
2-11 Screed operator 8 Hours $97.00 $776.00
2-12 Forman 8 Hours $98.00 $784.00
2-13 Vacuum Sweeper 8 Day $150.00 $1,200.00
2-14 Pickup Truck 8 Day $200.00 $1,600.00
2-15 Crew Truck 8 Day $210.00 $1,680.00
2-16 Compressor with 90Ib hammer 8 Hours $20.00 $160.00
Subtotal Type Two Work
$74,760.00
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01203.0006/770637.1 C-7
II. A retention of five percent (5%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval
of the Contract Officer, funds may be shifted from one item’s subbudget to another
so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work
is approved per Section 1.10.
IV. The City will compensate Contractor for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V. The total compensation for the Services shall not exceed $2,200,000 as provided in
Section 2.1 of this Agreement.
Q-37
01203.0006/770637.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:
Schedule to be provided and added to this section once schedule is made available at the
project pre-construction meetings.
II. Contractor shall deliver the following tangible work products to the City by the following
dates.
A. Daily Reports will be delivered to the City weekly. Daily Reports must be delivered
and accepted prior to any progress payment up until the date that work is being
invoiced for.
B. Material delivery truck tickets at the end of each work day.
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.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
Q-38
01203.0006/770637.1 D-1
PERFORMANCE BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
Hardy & Harper, Inc., as Contractor (“Principal”), a Contract for the work entitled and
described as follows: On-Call Palos Verdes Drive South Landslide Road Maintenance;
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 two million two hundred thousand ($2,200,000), this amount
being not less than one hundred percent (100%) of the total Contract price, lawful money of
the United States of America, for payment of which sum well and truly be made we bind
ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by
these presents. In case suit is brought upon this bond, the Surety will pay a reasonable
attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound
Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things
stand and abide by, well and truly keep and perform all undertakings, terms, covenants,
conditions, and agreements in the said Contract and any alteration thereof, made as therein
provided, all within the time and in the manner designated and in all respects according to their
true intent and meaning, then this obligation shall become null and void; otherwise it shall be
and remain in full force and effect.
FURTHER, the said Surety, for value received, hereby stipulates and agrees that no
change, extension of time, alteration, or modification of the Contract Documents or of the work
to be performed thereunder shall in any way affect its obligations on this bond, and it does
hereby waive notice of such change, extension of time, alteration, or modification of the
Contract Documents or of the work to be performed thereunder.
Executed on 20___.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
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01203.0006/770637.1 D-2
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
Q-40
01203.0006/770637.1
PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”), has awarded to
Hardy & Harper, Inc., as Contractor (“Principal”), a Contract for the work entitled and
described as follows: On-Call Palos Verdes Drive South Landslide Road Maintenance;
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 two million two hundred thousand ($2,200,000), this amount
being not less than one hundred percent (100%) of the total Contract price, lawful money of
the United States of America, for payment of which sum well and truly be made we bind
ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by
these presents. In case suit is brought upon this bond, the Surety will pay a reasonable
attorney’s fee to the City in an amount to be fixed by the court.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its
heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any
work, materials, services, provisions, provender, or other supplies, or for the use of implements
of machinery, used in, upon, for, or about the performance of the work to be done, or for any
work or labor thereon of any kind; (2) for work performed by any of the persons named in
Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code
with respect to work or labor performed under the contract; and/or (4) for any amounts required
to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of
the Unemployment Insurance Code with respect to such work and labor, then the Surety herein
will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the
above obligation shall be void.
This bond shall inure to the benefit of any of the persons named in Civil Code Section
9100 so as to give a right of action to such persons or their assigns in any suit brought upon
the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is
required to engage the services of an attorney in connection with the enforcement of this bond,
each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition
to the above sum.
Said Surety, for value received, hereby stipulates and agrees that no change, extension
of time, alteration, or modification of the Contract Documents or of the work to be performed
thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice
of such change, extension of time, alteration, or modification of the Contract Documents or of
the work to be performed thereunder.
Q-41
01203.0006/770637.1
Executed on , 20____.
PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to
do business in and have an agent for service of process in California. Certified copy of Power
of Attorney must be attached.
Q-42
01203.0006/770637.1
WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Rancho Palos Verdes
Project: Palos Verdes Drive South Landslide Road Maintenance
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in
conformance with the requirements of Article 5 of the Contract and is in force at this time, and is
in a form approved by the Insurance Commissioner.
The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to
any cancellation of said policy.
POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:
Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
Q-43
01203.0006/770637.1
Insurance Company Agent for Service
of Process in California:
Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate
holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed
herein.
This is to certify that the policy has been issued to the named insured for the policy period
indicated, notwithstanding any requirement, term, or condition of any contract or other document
with respect to which this certificate may be issued or may pertain, the insurance afforded by the
policy described herein is subject to all the terms, exclusions, and conditions of such policy.
NOTICE:
No substitution or revision to the above certificate form will be accepted. If the insurance called
for is provided by more than one insurance company, a separate certificate in the exact above form
shall be provided for each insurance company.
Q-44
01203.0006/770637.1
ADDITIONAL INSURED ENDORSEMENT
COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
Q-45
01203.0006/770637.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager, City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California
90275.
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage
□ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of
Policy Number .
(signatures on following page)
Q-46
01203.0006/770637.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
Q-47
01203.0006/770637.1
ADDITIONAL INSURED ENDORSEMENT
AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
Q-48
01203.0006/770637.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following
inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except: (if none, so state). The deductible is applicable □
per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
(signatures on following page)
Q-49
01203.0006/770637.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
Q-50
01203.0006/770637.1
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the
“Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional
insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under
the Policy in relation to those activities described generally above with regard to operations performed by
or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any
premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary
insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute
with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured
against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by
one insured under the policy against another insured under the policy. All such claims shall be covered as
third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing
contained in this provision shall operate to increase or replicate the Company's limits of liability as provided
under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the
terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named
Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction
with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional
Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation,
change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal
except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty
(30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice
provision, the policy as initially drafted will continue in full force and effect until compliance with this
notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional
Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to the perils insured against in relation to those activities described generally above with regard
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or
subsequent active or passive negligence by the Additional Insureds.
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01203.0006/770637.1
8. It is hereby agreed that the laws of the State of California shall apply to and govern the
validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
10. Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which
this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above
coverages:
13. A □ deductible or □ self-insured retention (check one) of $
applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy
Number .
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01203.0006/770637.1
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind
the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
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