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CC SR 20251202 K - Landslide Emergency Contract Continuation CITY COUNCIL MEETING DATE: 12/02/2025 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consider continuing the emergency justification for work and emergency contracting 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 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) Approve Amendment No. 1 to the Public Works Agreement (PWA) with Clarke Contracting Corporation (Clarke) for emergency on-call landslide stabilization construction services, storm drain repairs, sanitary sewer repairs and related work, increasing the not-to-exceed amount for the initial one-year term by $1,000,000 from $1,500,000 to $2,500,000 while maintaining a 10% contingency, for which the completed value of work under the amended Agreement will not exceed the project budget; and, (4) Authorize the Mayor to execute PWA Amendment No.1 with Clarke in a form approved by the City Attorney. FISCAL IMPACT: VR Amending the Public Works Agreement (PWA) with Clarke Contracting Corporation does not increase the budget for landslide emergency stabilization work and only ensures an available contracting mechanism to issue work to this particular pre -qualified vendor under agreed-upon terms and rates. Therefore, no additional budget is being requested. Cost to Date: The total cost of the emergency response is projected to reach approximately $48 million for the period from October 2022 through the fiscal year ending June 30, 2025. This includes purchase order carryovers and continuing appropriations from F iscal Year (FY) 2023-24 and is funded through multiple sources, including the General Fund, C apital Improvement Program (CIP) Fund, ARPA, Supervisor Hahn’s Social Program Grant, and Metro Funds. Adding the revised FY 2025-26 budget of $16.4 million, the total estimated cost for the Greater Portuguese Bend–Ancient Altamira Landslide Complex from 2022 through June 30, 2026, is estimated to be approximately $64.4 million. 1 FY 2024-25: A comprehensive summary of expenditures incurred for FY 2024 -25 is included in the August 19, 2025 staff report and can be found at the following link: https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4840&meta_id=130486 FY 2025-26 Adopted Budget - Expenditures: The FY 2025-26 City Council adopted budget for the Landslide Complex is $17,750,000 in the CIP and $860,300 for Property Tax Assessments in the General Fund, as detailed in the tables below. On September 16, 2025, the City Council approved a revised budget based on a current assessment of field conditions and a reassessment of the proposed winterization projects. The total revised budget is $16.4 million, a decrease of $2,168,000. The breakdown for each fund is shown below: Capital Infrastructure Program (CIP) Fund: Funding Source: Capital Infrastructure Program (CIP) Fund FY 2025-26 Revised Budget 8202 - Abalone Cove Sanitary Sewer Repair Program 3,000,000 8304 - Portuguese Bend Landslide Remediation 530,000 8307 - Portuguese Bend Landslide Remediation - Emergency Stabilization Measures 6,187,000 Construction 3,984,045 Professional Services (Engineering, Environmental, Inspection, Management 1,627,955 Contingency 575,000 8308 - Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power (City's Federal Grant Match) 525,000 8309 - Portuguese Bend Landslide Hydrology & Hydraulics Study 1,265,000 TOTAL - FY 2025-26 (CIP FUND – PREVIOUSLY $13,675,000) $11,507,000 Special Revenue (Restricted) Funds: Funding Sources: Special Revenue (Restricted) Funds FY 2025-26 Revised Budget 8302 - Palos Verdes Drive South Landslide Repair Program 2,500,000 SB-1 Gas Tax (Fund 204) 750,000 Prop C (Fund 215) 1,150,000 Measure R (Fund 220) 600,000 8308 - Portuguese Bend Landslide Remediation - Deep Dewatering Wells 1 thru 6 Permanent Power 1,575,000 Federal Grant 1,575,000 TOTAL - FY 2025-26 SPECIAL REVENUE (RESTRICTED) FUNDS $4,075,000 2 General Fund: Funding Source: General Fund FY 2025-26 Adopted Budget 3150 Property Tax Assessments KCLAD 475,902 ACLAD 384,398 TOTAL - FY 2025-26 General Fund $860,300 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: A. Amendment No. 1 to the PWA with Clarke Contracting Corporation (Page A-1) B. PWA with Clarke Contracting Corporation. (Page B-1) C. November 18, 2025 City Council Staff Report – Emergency Landslide Stabilization Contract Continuation (Linked) D. September 16, 2025 City Council Staff Report – Landslide Update (Linked) E. July 1, 2025 City Council Staff Report – Extend and Award Contracts for Fiscal Year 2025-26 (Linked) BACKGROUND: On October 3, 2023, the City Council adopted Resolution No. 2023-47, declaring a state of local emergency relating to the land movement in the Landslide Complex and providing the City Manager authorization to approve matters related to the emergency for ratification by the City Council. The state of emergency, as well as the continuation of associated emergency contracting has been timely renewed and is current. 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 author ized 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 City Council most recently approved continuing the emergency justification for work and emergency contracting for the Greater Portuguese Bend-Ancient Altamira Landslide 3 Emergency Project on November 18, 2025 (Attachment C) and is therefore due to reaffirm the need to continue to remediate the emergency at this evening’s meeting. Additionally, this evening, the City Council is being asked to consider approving an amendment to an existing contract with Clarke Contracting Corporation to continue servicing the City-owned Abalone Cove Sanitary Sewer System and to maintain the City’s deep dewatering wells (Attachment A). Additionally, this evening, the City Council is being asked to consider approving an amendment to an existing contract with Clarke Contracting Corporation to continue servicing the City-owned Abalone Cove Sanitary Sewer System and to maintain the City’s deep dewatering wells including landslide stabilization construction services (Attachment A). DISCUSSION: Re-affirm Need to Continue Emergency Work To support the need for continued emergency contracting authority, the current status of the Deep Dewatering Wells (DDWs) and winterization programs is being provided: Since the start of the DDW program, approximately 388 million gallons, or 1,190 acre- feet of water have been extracted. Extraction rates are currently influenced by the following circumstances: • All DDWs are currently online and extracting groundwater, except for de- commissioned wells noted below. • DDW11 has sheared and based on the low production rate, the City’s Geologists are advising that this DDW should not be re-drilled, but rather re-located, should additional funding become available. Due to the significant cost of relocating this DDW, considered to be well above maintenance and operation costs, there are currently no plans in place to relocate the well. Table 1 - DDW Current Water Extraction Rates as of November 17, 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 and 9/25/25) 150 49 2 9/17/2024 85 (re-drilled 5/29/25) 159 52 3 9/21/2024 60 (re-drilled 3/24/25) 148 48 4 9/21/2024 N/A, Decommissioned 3/27/25 109 36 4A 3/29/2025 50 5 9/25/2024 100 (re-drilled 3/26/25 and 9/18/2025)  139 45 6 9/28/2024 70 (re-drilled 12/29/24 and 5/23/25) 129 42 7 10/15/2024 N/A, Decommissioned 6/3/25  15 5 8 10/17/2024 95 (re-drilled 8/14/25) 98 32 9 10/25/2024 N/A, Decommissioned 11/07/24  75 24 9A 11/16/2024 N/A, (re-drilled 12/29/24, 5/10/25, 8/22/25) 10 10/24/2024 105 (re-drilled 5/11/25) 166 54 11 12/3/2024 N/A, Decommissioned 3/14/25  2 1 4 Totals 680 1,190 388 Status of Winterization Measures Following City Council direction on September 16, 2025 (Attachment D), staff finalized the scope of work for implementing winterization measures ahead of the rainy season. The work started early last month will be completed by early December 2025. Approval of Amendment to the PWA with Clarke On July 1, 2025, the City Council awarded agreements to multiple vendors for various landslide emergency stabilization services for FY 2025-26 (Attachment E). An agreement was awarded to Clarke for on-call landslide stabilization construction services including winterization, drainage, and sanitary sewers (Attachment B). The PWA with Clarke has thus far been used to construct winterization measures in various locations and perform repairs to the Abalone Cove Sanitary Sewer System. The PWA with Clarke specifies a not-to-exceed (NTE) amount of $1,500,000 to cover all above-described scopes of work and was originally envisioned to be one of multiple PWAs with qualified contractors. As such each PWA’s NTE amount was estimated based on the maximum amount of work each firm was expected to be awarded over the course of FY2025-26 (Attachment E, Table 3). While there are currently multiple active on-call contracts in place to carry out DDW re-drilling services and winterization measures, Clarke is the only active contract in place for emergency drainage and sewer work, because other vendors have been very careful to contract for work in the Landslide Complex, making the process time consuming and uncertain. At this time, Clarke’s authorized winterization and sanitary sewer work through December 2025 is anticipated to total $1,300,000. Based on recent inspections of the Abalone Cove Sanitary Sewer System, Staff have identified the need to perform additional sewer repairs in multiple areas in the coming weeks to avoid the risk of sewer spills and disconnecting sewer service from certain homes. The preliminary estimate of performing these repairs is approximately $450,000. This would bring the total of Clarke’s work above $1,750,000, which exceeds the NTE amount of the current contract. Based on the above, as well as additional anticipated landslide emergency work with Clarke through the end of FY2025- 26, staff are recommending that the NTE amount of the PWA with Clarke be increased to $2,500,000; not to exceed the approved overall budget with all vendors. Staff continue to make every effort to establish additional on-call contracts for landslide stabilization, drainage, and sanitary sewer construction services. However, that process is expected to require additional time, and its outcome remains uncertain. Therefore, the above-recommended NTE contract increase allows the City to continue providing landslide emergency response services for all identified potential scopes of work. As supported by the July 1, 2025 staff report (Attachment E), all active on-call contracts for emergency landslide work are only utilized to the extent that is needed. As such, none of these contracts guarantee the authorization of any work by the City. 5 This proposed PWA amendment does not increase the budget for landslide emergency stabilization work and only ensures an available contracting mechanism to issue work to this particular pre-qualified vendor under agreed-upon terms and rates (Amendment A). Therefore, no additional budget is being requested. To assure that contract pricing is fair and reasonable, the City uses independent third- party estimates to validate contract costs. 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) reconfirming, by a four-fifths vote, the need for continuing the work on the Portuguese Bend Landslide Emergency Project, and (3) approving the above-described PWA amendment to continue the work in FY 2025-26 within approved budget. ALTERNATIVES: In addition to Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Do not authorize a PWA amendment for emergency on-call landslide stabilization construction services, storm drain repairs, sanitary sewer repairs and related work. This results in the risk of sanitary sewer spills or disconnection of certain homes from sanitary sewer services should Staff be unable to reach a contract with an alternate vendor for the City Council’s consideration in the short-term. 2. Take other action or provide direction, as deemed appropriate. 6 A-1 A-2 A-3 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 0 I 203.0006/770637. I PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and CLARKE CONTRACTING CORPORATION B-1 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND CLARKE CONTRACTING CORPORATION THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein "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 CLARKE CONTRACTING CORPORATION, a __ _ 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 0 I 203.0006/770637. l B-2 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Work" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough , competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent , perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances . 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 oflndustrial 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 0 I 203.0006 /77 0637 . l B-3 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. ( d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. ( e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours . Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty ( 40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code . Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1 ½) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I wi11 comply with such provisions before commencing the performance of the work of this contract." 0 I 203.0006/770637. l B-4 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA ,;; Contractor's Authorized Initials ~ (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 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. 0 I 203.0006/770637. l B-5 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA ( d) In the event that a dispute arise s between City and Contractor whether the conditions materially differ, or involve hazardous waste , or cause a decrease or increase in Contractor's cost of, or time required for , performance of any part of the work , Contractor shall not be excused from any scheduled completion date set , but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. ( e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement. 1.7 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials , papers , documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City 's own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City's consent , assign, sell, mortgage, hypothecate , or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.8 Warranty. Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year ( or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, 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 0 I 203.0006 /77 063 7. l B-6 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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. 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. 0 I 203.0006/770637 . l B-7 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA (iii) If the cost of the extra work cannot be agreed upon , the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers , classifications , and hours worked; description and list of quantities of materials used; type of equipment , size , identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive the Contractor's rights for that day. ( d) It is expressly understood by Contractor that the provisions of this Section 1. 10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.11 Special Requirements. Additional terms and conditions of this Agreement , if any , which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference . The total compensation, including reimbursement for actual expenses , shall not exceed $1,500,000.00 (One Million Five 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. 0 I 203.0006 /77 063 7. l B-8 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit "C", and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104 .50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 0 I 203.0006/770637. l B-9 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions , riots, strikes, freight embargoes, wars, litigation , and /or acts of any governmental agency, including the City , if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay , and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract 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"). 0 I 203.0006/770637. l B-10 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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 : Brian Clarke (Name) Robert Clarke (Name) (Name) President (Title) Vice President (Title) (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 Principal s 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 Juan Hernandez 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 0 I 203.000 6/77 063 7. l B-11 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants , representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are 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 0 I 203.0006/770637. l B-12 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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). ( 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. 0 I 203.0006/770637. l B-13 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA (g) Builder's risk insurance. Upon commencement of construction and with approval of City, Contractor shall obtain and maintain builder's risk insurance for the entire duration of the Project until only the City has an insurable interest. The Builder's Risk coverage shall include the coverages as specified below. The named insureds shall be Contractor and City, including its officers, officials, employees, and agents. All Subcontractors ( excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. Contractor shall not be required to maintain property insurance for any portion of the Project following transfer of control thereof to City. The policy shall contain a provision that all proceeds from the builder's risk policy shall be made payable to the City. The City will act as a fiduciary for all other interests in the Project. Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include: (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 sub limits 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, 0 I 203.0006/770637. l B-14 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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 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.l(a) and (b) coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance . Any umbrella or excess insurance shall comply with the Proof of Insurance requirements of paragraph 5.2(a), and must contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. ( e) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (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 . 0 I 203.0006/770637. l B-15 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA (h) Enforcement of contract prov1s1ons (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 is not intended by any party or insured to be all inclusive , or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (j) Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation ( except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (k) Prohibition of undisclosed coverage limitations . None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. Commercial General Liability and Automobile policies shall contain a severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought , except with respect to the insurer's limits ofliability. 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 0 I 203.0006 /77 063 7. l B-16 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA specifications unless approved by City. Contractor shall be responsible for immediately satisfying any deductible, retained limit or self-insured retention in order for the City to be afforded an immediate defense. (p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City's failure to promptly tender defense directly to any insurer shall not be considered "voluntary" within the meaning of any insurer's "voluntary payments" clause or similar provision. No defense costs or indemnity obligation incurred by the City in any matter arising from or related to Contractor's acts or omissions in the performance of this Agreement shall be considered "voluntary." ( q) Additional kinds of insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 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 0 I 203.0006/770637 . l B-17 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law , shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 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 0 I 203.0006/770637. l B-18 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. 5.6 Sufficiency of Insurer or Surety. Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best's Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration , or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager. 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 0 I 203.0006/770637. l B-19 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed . The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above , the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of 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. 0 I 203.0006/770637 . l B-20 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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, 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 0 I 203.0006 /77 063 7. l B-21 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended , though not reduced , if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative , the City may , in its sole discretion , elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default , the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. (b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims ofless 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. 0 I 203.0006 /77 063 7. l B-22 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7 .6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable, in addition to any liquidated damages pursuant to paragraph 5 .2(b) above, for and shall pay to the City the sum of _____________ 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 0 I 203.0006/770637. l B-23 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may , after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation . All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.11 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 0 I 203.0006/770637. l B-24 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest , direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation , partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs , executors, assigns, and all persons claiming under or through them , there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status , national origin, ancestry, or other protected class in the 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 0 I 203.0006/770637 . l B-25 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 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. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs , or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless . 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his /her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party 0 I 203.0006/770637. l B-26 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA including , but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor's Authorized Initials ~ 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party , (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) 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] 0 I 203.0006/770637 . l B-27 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: ~Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP DocuSigned by: Willi CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ~=t{,y~ David ~ Bmdre~fMayor CONTRACTOR: Clarke Contracting Corporation By [i:"CM~ Name: tfffi'ePArk~ Title: President By [;i:+"C&,{~ Name : ¥t3'611.iR:e Title: Vice President Address: 4646 Manhattan Beach Blvd. Lawndale, CA 90260 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. 0 I 203.0006/770637. l B-28 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA EXHIBIT "A" SCOPE OF WORK I. Contractor shall perform all of the work and comply with all provisions of the Agreement, and with the plans, specifications and other directions provided as part of individual Task Orders executed for the project entitled Portuguese Bend Emergency Landslide Stabilization Project ("the Project") including any documents or exhibits referenced therein. II. The work shall proceed by Task or Phase (referred to as Task for convenience), the scope of each of which will be provided by the City as soon as the parameters and engineering design for each Task are completed by the City (including any of its consultants), with input from the Contractor, the City's geotechnical engineering consulting firm, and the City's geologist. The following process shall apply. A. Each Task to be performed shall be set forth in a written reque st ("Request") provided by the City with a description of the work to be performed , and the time desired for completion. All Tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of the Request, the Contractor shall prepare a "Task Proposal" that includes the following components : 1. A written description of how the requested Task will be performed ("Task Description"), including all components and subtasks required engineering, and including any clarifications of the descriptions provided in the Request ; 2. The costs to perform the task ("Task Budget"), including a detailed bid schedule, to be developed using the critical path schedule methodology; and based on agreed rates in Exhibit A-1, or as may otherwise be negotiated by the parties. 3. The City may require a schedule for completion of a given task ("Task Completion Schedule"), including a final completion date ("Task Completion Date"). 4. Task Proposals, Task Budgets, and Task Completion Schedules shall be developed while prior Tasks are in process, with the goal of continuous construction on all phases of the Project. C. The City shall approve the Task Proposal or require modifications in writing, and the Contract officer shall issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. D. The task shall be performed at a cost not exceeding the Task Budget, provided that unknown conditions discovered following commencement of work, which could 01203.0006/77 063 7.l A-1 B-29 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA have been discovered despite the Contractor's due diligence , may be approved pursuant to a change order. E. Contractor shall complete the Task and deliver all deliverables to the City by the Task Completion Date and in accordance with the Task Completion Schedule, subject to any extension granted due to schedule impact generated by unknown conditions discovered following commencement of work and approved pursuant to a Change Order. III. The Contractor will be considered one of multiple contractors (via separate contracts) that may be engaged or utilized for the general scope of work specified herein. The City will select a contractor for a specific Task based on one or more of the following parameters: A . The City 's selection of a contractor on a rotational list of on-call contractors while endeavoring to assign work in a manner that is fair and equitable to all contractors. B. The Contractor's readiness to start the work within an appropriate timeframe. C. The Contractor's responsiveness to the City's request for a Task Proposal. D . The degree of success of negotiating the scope, budget and schedule of a given Task. E. The Contractor's success in performing work under this Agreement. IV. The City does not guarantee the issuance of a given Task or Tasks, or that the sum of city-issued tasks will equal or exceed (by way of amendment or contract change order) the not-to-exceed contract value. V. Brief description of the work to be performed: Contractor shall perform on-call repair and maintenance services as directed by the City on a Task Order Basis and in accordance with the terms and conditions set forth in each Task Order and this Agreement. As part of these services, the Contractor shall furnish all labor, materials , equipment , tools , transportation and incidentals necessary to complete the work in conformity with executed Task Orders and the contract documents. The general scope of work shall include : A. Removal and replacement of damaged sanitary sewer systems within the Abalone Cove community. B. Installing emergency "winterization" measures, including, but not limited to: 0 I 203.0006 /77 063 7. l a. Above-grade drainage improvements, grading , fissure filling, installing impermeable membranes, mechanically-operated drainage improvements and other measures as specified by the City . A-2 B-30 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA b . Subsurface drainage improvements involving the repa1r or replacement of small-diameter pipelines. VI. In addition to the requirements of Section 6.2 and any other requirements included in a Task, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering daily and weekly logs of work performed and updated performance schedules as further required in a Task. VII. 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. VIII. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition. 0 I 203.000 6/77 06 37. l A-3 B-31 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows ( deletions shown in strikethrough and additions shown in bold italics): 1. Section 1.2, "Bid Documents," is replaced with the following: The Scope of Work shall include all provisions provided herein, including all exhibits, the "General Provisions" and "Special Provisions" in the bid documents for the project entitled Portuguese Bend Emergency Landslide Stabilization (the "Project") including any documents or exhibits referenced therein (collectively, "bid documents"), all of which are incorporated herein by this reference . In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern. 2. 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, 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. 3. Section 1.7, "Protection and Care of Work and Materials," is replaced with the following: The Contractor shall adopt reasonable methods in light of the land movement conditions where the work will occur, including providing and maintaining storage facilities, during the life of 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. 4 . Section 1.8, "Warranty," is replaced with the following: 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. Materials, equipment, or work product damaged by land movement shall not be subject to the warranty provisions of 0 I 203.0006/770637. l B-1 B-32 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA this section, so long as such materials, equipment, or work product were not defective at the time they were installed or completed. 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 ofrepairing 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. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 5. Subsection ( c) of Section 5.1, "Insurance," is hereby waived. 5. Subsection ( c) of Section 5.3, "Indemnification," is replaced with the following: (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 0 I 203.0006/770637. l B-2 B-33 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Indemnified Parties of articles to be supplied by Contractor under this Agreement , and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate the provisions of this Section 5.3 in all indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act , error or omission , or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence , except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence , recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. Contractor's duty to indemnify and hold harmless shall not extend to any impact that the Contractor's operations may have on the land movement, except to the extent such impacts are due to the negligence of Contractor. 6. Section 5.5, "Performance and Labor Bonds," is replaced with the following: Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the initial amount of twenty percent (20%) 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 initial amount of twenty percent (20%) 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. Concurrent with the issuance of any Task Order, as further described in Exhibit A and Exhibit D of this Agreement, Contractor shall provide a bond rider to the performance bond and a bond rider to the labor and materials bond if the Task Budget of the Task Order, when added to the Task Budget of all Task Orders previously issued to 0 I 203.000 6/77 063 7. l B-3 B-34 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Contractor under this Agreement (if any), exceeds the amount secured under the bonds provided by Contractor under this Section ( along with any bond riders previously supplied by Contractor under this Agreement). The bond riders shall be in a form acceptable to the City and shall be in an amount sufficient to secure the total, cumulative value of all Tasks issued by City to Contractor. 7. Section 7.7, "Liquidated Damages," is replaced with the following: 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 Five Hundred Dollars ($500) 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") and the schedule included in any Task Order, on a Task Order basis . 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. Liquidated damages will be capped at five percent (5%) of each affected task order amount, as that amount may be updated. 0 I 203.0006/770637. l B-4 B-35 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor's Proposal, and listed below: EQUIPMENT RATES FY2025-26 DAILY RATE CAT 430F2 BACKHOE $ 130.00 CAT 330 EXCAVATOR $ 206.00 CAT320EXCAVATOR $ 160.00 CAT 308ER EXCAVATOR $ 130.00 FMC LINK BELT 18 TON ROUGH TERRAIN CRANE $ 132 .00 CAT 950A LOADER $ 131.00 CAT 950B LOADER $ 131.00 CAT 936F TOOL CARRIER WITH ATTACHMENTS $ 118.00 CAT 938M LOADER $ 181.00 CAT 232 D SKIDSTEER LOADER $ 65.00 CAT 232 D3 SKIDSTEER LOADER $ 65.00 CAT 12G BLADE $ 111.00 CAT335EXCAVATOR $ 249 .00 CAT325EXCAVATOR $ 175.00 CAT 299 D3XE TRACK LOADER $ 100.00 FULL SIZE PICKUP TRUCKS , FLATBED , STAKEBED $ 58 .00 I 63.00 All items above include I attachment, all additional attachments are an additional cost. Cut off saws, jack hammers, power tools, pumps, generators, fire hose, compressors, arrow boards, trench plates, trench shores, shoring, steel beams, timbers and lagging equipment necessary to slipline pipe (hobas, hdpe pipe) and attachments to push hobas pipe. I 5% markup applied to prices above 18" COMPACTION WHEEL (BACKHOE) $ 165.00 24" COMPACTION WHEEL (EXCAVATOR) $ 225.00 SWEEPER ATTACHMENT FOR SKIDSTEER $ 230.00 FORKS /SIDE DUMP/AR FOR 936 /938 $ 135.00 AUGER WITH ATTACHMENT $ 355.00 VIBRATING PLATE COMPACTOR (MULTI QUIP) $ 110.00 BIX TEXT TANDEM AXLE TRAILER $ 110.00 7' X 14' DUMP TRAILER $ 250.00 IR 175 & 185 COMPRESSOR $ 240.00 ADDITIONAL HOSE (50' OF HOSE) $ 12 .00 CORE DRILL & BIT $ 145.00 90# I 80# / 30# BREAKER $ 83.00 JUMPING JACK RAMMER $ 110.00 ROTO HAMMER I CHIPPING GUN I RIVET BUS TE $ 83.00 GRINDER $ 40.00 0 I 203.0006/770637. l C-1 B-36 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA EQUIPMENT RATES FY2025-26 DAILY RATE POWDERPUFF $ 78.00 GENERATOR 6 KW $ 65.00 FUSION MACHINE $ 440.00 3" WATER PUMP WITH HOSE $ 77.00 2" WATER PUMP WITH HOSE $ 65 .00 50' OF HOSE $ 10.00 GENERA TOR 6 KW $ 65.00 SAW -CHAIN SAW (HUSQV ARNA) $ 86.00 SAW-CUTOFF $ 86.00 SAW -ECHO CHAIN SAW 18" $ 86.00 FIRE HOSE (50') $ 10 .00 SAFETY EQUIPMENT -TRIPOD (35), HARNESS (12), WINCH (78) $ 125.00 BLOWER (30) WITH HOSE (15) $ 90.00 GAS DETECTOR $ 69.00 PIPE CUTTER $ 50.00 500 GALLON WATER TRAILER $ 140.00 WHEEL BARRELL $ 10 .00 20'LADDER $ 36.00 40'LADDER $ 57.00 ARROWBOARD $ 130.00 TRAFFIC CONES $ 0.80 DELINEATORS $ 0.45 FLAG TREES $ 18.00 SIGN WITH STAND -LARGE $ 9.00 SIGN WITH STAND-SMALL $ 7.00 BARRICADES WITH FLASHERS $ 2.25 WELDER-GAS $ 73.00 TORCH WELDER WITH GAS $ 60.00 CASING 36" X 10" $ 8.00 FENCE PANELS 6' X 14' $ 2.00 PLYWOOD 4 X 8 X 1 1/4 $ 22 .00/MO KITTY HA WK -POST HOLE DIGGER $ 100.00 CONCRETE BUCKET 0.5 YARD $ 87.00 CONCRETE VIBRATOR $ 73.00 CONCRETE MIXER $ 100.00 0 I 203.0006/770637. l C-2 B-37 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA LABOR RA TES EFFECTIVE FROM 7 /1/24 -6/30/25* OPERATING ENG HOURLY RATE CLASSIFICATION ST OT DT FOREMAN (SPE CIAL) $ 130 .12 $ 167.39 $ 204 .67 FOREMA N (GRXX SPCL) $ 117.24 $ 149.44 $ 181.65 FOREMAN (GR XII SPCL) $ 116.45 $ 14 8.35 $ 180.24 CRANE OPERATOR (GR X II) $ 113.64 $ 144.43 $ 175.22 BLADE OP ERATOR (GR X) $ 11.43 $ 144.13 $ 174 .8 4 LOADER OP ERATOR (GR VIII) $ 113.27 $ 143.92 $ 174.31 GRAD E CKR (GR VIII) $ 113 .27 $ 143 .92 $ 174 .31 ROLLER OPERATOR AC (GR VI) $ 112.86 $ 143.34 $ 173 .82 CEMENT MASON HOURLY RATE CLASSIFICATION ST OT DT FOREMAN $ 91.65 $ 115 .90 $ 140.15 JOURNEYMAN $ 87.84 $ 110.59 $ 133 .34 LABORERS HOURLY RATE CLASSIFICATION ST OT DT LABORERS (GR 5 -FRM SPCL) $ 92.53 $ 117.47 $ 142.41 LABORERS (GR 5 -FOREMAN) $ 91.26 $ 115 .70 $ 140.14 LABORERS (GR 5) $ 88.72 $ 11 2 .16 $ 135 .60 LABORERS (GR 4 -FOREMAN) $ 90 .81 $ 115.0 8 $ 139 .34 LABORERS (GR4) $ 88.27 $ 111.54 $ 134 .80 LABORERS (GR 3) $ 86 .31 $ 108 .80 $ 131.29 LABORERS (GR 2) $ 85.61 $ 107.82 $ 130.04 LABORERS (GR 1) $ 84 .91 $ 106.85 $ 128 .79 APPRENTICE (STEP 6) $ 67.86 $ 87.76 $ 107.68 APPRENTICE (STEP 5) $ 64 .86 $ 83 .61 $ 102 .36 APPRENTICE (STEP 4) $ 58.90 $ 75.31 $ 91.72 APPRENTICE (STEP 3) $ 52 .94 $ 67.01 $ 81.00 APPRENTICE (STEP 2) $ 49 .97 $ 62.86 $ 75 .75 APPRENTICE (STEP 1) $ 46 .99 $ 58 .71 $ 70.43 CARPENTERS HOURLY RA TE CLASSIFICATION ST OT DT FOREMAN $ 97.26 $ 123 .91 $ 150.55 JOURNEYMAN $ 93.45 $ 118 .59 $ 143 .74 * R efer to Ex hibit "C", Section II fo r provis ion s g overning labor ra te adjustmen t based on p revailing wages and allowa ble Co n tracto r ma rkup s, effective July 1 f or the sub sequ ent ca lendar yea r 0 I 203 .000 6/77 0637. l C-3 B-38 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA II. Effective July 1 of each calendar year during the term of this Agreement, the labor rates specified herein shall be subject to adjustment to reflect the most current prevailing wage rates as established by the Director of the California Department of Industrial Relations, pursuant to Section 1770 et seq . of the California Labor Code for County of Los Angeles. Any such adjustment shall be contingent upon the Contractor 's submission of a written request for rate modification provided to the City no later than five (5) business days after July 1, accompanied by adequate documentation substantiating the applicable prevailing wage changes. Said request shall be subject to the prior written approval of the Contracting Officer or their authorized designee. No adjustment to labor rates shall be deemed effective until approved in writing by the Contracting Officer. The Contractor shall not be entitled to any retroactive compensation for work performed prior to such approval. III. Prices for materials furnished under this Contract shall be determined by prevailing local market rates at the time of purchase. The City shall be invoiced the actual cost incurred by the Contractor for such materials, including all applicable freight charges and sales tax , plus a fifteen percent (15%) markup, consistent with Standard Specifications for Public Works Construction ("Greenbook"). All invoices submitted for payment shall be accompanied by itemized receipts or supplier invoices clearly evidencing the actual prices paid by the Contractor. Failure to provide such documents shall be grounds for withholding payment for the associated materials until it is furnished. IV. With respect to each completed Task, a retention of five percent (5%) shall be held from each respective payment as a contract retention to be paid upon satisfactory completion of services and the Contractor has requested release of the retention in writing. V. 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. VI. 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 including itemized receipts or supplier invoices with actual prices paid by the Contractor. C. Line item for all equipment properly charged to the Services . D. Line items for all other approved reimbursable expenses claimed, with supporting documentation . E. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services . 0 I 203.0006 /77 063 7. l C-4 B-39 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA VII. The total compensation for the Services shall not exceed $1,280,000 as provided in Section 2.1 of this Agreement. 0 I 203.0006/770637. l C-5 B-40 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Performance Bond Bond No. K42100304 WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to CLARKE CONTRACTING CORPORATION, as Contractor ("Principal"), a Contract for the work entitled and described as follows "Portuguese Bend Emergency Landslide Stabilization Project ("the Project'')"; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract; NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of Three hundred thousand and 00/100 _________ ($ 300,000.00 ), 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 abides 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 account 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 of this bond, and it does hereby waive notice of such extension of time, alteration, or modification of the Contract Documents or of the work to be performed . Executed on --=at __ h ___ day of July , 2025. Clarke Contracting Corporation . / . . . . ...---· -----. . -,.,. TI~: Brian A. Clarke, Pre~iden~ B-41 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Any claims under this bond may be addressed t o : .... E .... e .... de .... r...,a._.l l=□-.su ... r_a ..... oc~e~c .... o .... m...._pa ... o~Y---------(name and address of Surety) 2028 Halls Mill Road Whitehouse Station , NJ -0889 ..,_F=e=de=r=a.....,11-'-'-n=su=r=an:.:.:c=e'-'C=o=m"""p=a=n,.._y _________ (name and address of Surety's agent for 7700 Irv ine Center Drive Suite 900 Irvine CA 92618 Service of process in Cal ifornia , if different from above) _9_08_-_9_03_-_34_8_5 __ 2_13_-_6_12_-_5_57_4 _________ (telephone number of Surety's agent in California) (Attach Acknowledgment SURETY: Federal Insurance Company By ~Q .&w, Attomey.F°act Douglas A. Rapp APPROVED: (Attorney for CITY) NOTICE : 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. B-42 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On ___ J_u_l_y_0_8_, _20_2_5 ____ before me, Debra Swanson, Notary Public (insert name and title of the officer) personally appeared Douglas A. Rapp who proved to me on the basis of satisfactory evidence to be the person(~) whose name(~) is"""'3 subscribed to the within instrument and acknowledged to"me that hcfel :o,IU~oy executed the same in h:..,;1 m:;111 mi, authorized capacity~), and that by hisfl m, }ti ,oil signaturet,e) on the instrument the person~). or the entity upon behalf of which the person(-9) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of Cal ifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sig nature h 12 \A,A.,Q... ~~ (Seal) B-43 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA CH LI 1313' Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations or the Commonwealth or Pennsylvania, do each hereby constitute and appoint Douglas A. Rapp and Timothy D. Rapp of Ladera Ranch, californla ------------------ each as their true and lawful Attorney-In-Fact to execute under such designation In their names and to affix their corporate seals to and deliver ror and on their behalras surety thereon or otherwise, bonds and undertakings and other writings obligatory In the nature thereor ( other than ball bonds) given or executed In the course or business, and any Instruments amending or altering the same, and consents to the mod Ill cation or alteratlon or any Instrument rererred to In said bonds or obligations. In Witness Wbereor, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this ttlh day or April 2024. Rupert HD Swtndells . Assistant Secretary STATE OF NEW JERSEY County or Hunterdon ss. W:UTm Ekhhnm. \'it-«: l'n..-;idt111 On this ttlh day or April, 2022 before me, a Notary Public or New Jersey, personally came Rupert HD Swindells and Warren Eichhorn, to me known to be Assistant Secretary and Vice President, respectively, or FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power or Attorney, and the said Rupert HD Swtndells and Warren Eichhorn, being by me duly sworn, severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, or FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof. that the seals affixed to the roregolng Power of Attorney are such corporate seals and were thereto affixed by authority of said Com pa nles; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal Alban Contunl NOTARYPUSUCOFNEWJERSEY No5D202369 Cammlulon Expires August ll.2027 CERTIFICATION Resolutions adopted by the Boards or Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009: "RESOLVED, that the following authorizations relate to the execution. for and on behalf of the Company, of bonds, undertakings. recognizances, contracts and other written commitments of the Company entered Into In the ordinary course of business ( each a -Written Commitment"): (1) Each of the Cha lnnan, the President and the Vice Presidents of the Company Is hereby authorized to execute any Written Commlanent for and on behalfof the Company, under the seal of the Company or otherwise. (2) Each duly appointed attomey•ln-factoftheCompany Is hereby authorized to execute any Written Commitment for and on behalfofthe Company, under the seal of the Company or otherwise. to the extent that such action Is authorized by the grant of powers provided for In such person•s written appointment as such attomey•ln-fact. (3) Each of the Chairman, the President and the Vice Presidents of the Company Is hereby authorized. for and on behalfof the Company, to appoint In wriUng any person the attomey-ln- fact of the Company with full power and authority to execute, for and on behalfoftheCompany, under the seal oftheCompanyorotherwlse,suchWrltll!nCommltmentsoftheCompany as may be speclfted In such wrltll!n appolntmen~ which speclftcaUon may be by general type or class of Written Commitments or by speclftcatlon of one or more particular Written Commitments. ( 4) Each of the Chairman, the President and the Vice Presidents of the Company Is hereby authorized, for and on behalf of the Company, to delegate In writing to any other officer of the Company the authority to execute, for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are speclfted In such written delegatlon.whlchspeclftcatlon may be by general type or dassof Written Commitments or byspeclftcatlonofoneormorepartlcularWrittenCommltments. (5) The s ignature of any offtcer or other person executing any Written Commitment or appointment or delegation pursuant to this ResoluUon, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegaUon. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers, employees and other persons to act for and on behalfof the Company, and such ResoluUon shall not limit or otherwise affect the exercise ofany such power or authority otherwise validly granted or vested." I, Rupert HD Swlndells,Asslstant Secretary or FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companles1 do hereby certify that (I) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and In full force and effect, (II) the foregoing Power of Attorney Is true, correct and In full rorce and effect. Given under my hand and seals or said ComP."!Ji~_S)l _t_ '!"_h~tehouse Station, NJ. this JU ly 08, 2025 .:: <) '-~Q..~ ~-~-~~~ Rupert HD Swindells. Assistant Secrttary IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND DR NQTIFY US OF ANY OTHER MATTER. PLEASE CONTACT US AT: Tele hone 9 903· 3493 Fax 908 903-3656 e-mail: sure @chubb.com Combined: FEl)..VIG •Pl•WFIC•AAIC (rev. 11-19) B-44 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA CERTIFICTE OF ACKNOWLEDGMENT State of California } ss. County of Los Angeles On July 10, 2025 before me, Wendy Sapiens Vega, Notacy Public Date Name, Title of Officer (e.g. "Jane Doe, Notary Public") personally appeared --=B;;,,;ar=ian~Aa..a;,;,,,. -=C=la=r=k=e ___________ , who proved to me Name(s) ofSigner(s) the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ ~V'.7<-: Signature of Notary Public JeoJWteeeoceeee~ ., .• WENDY SAPIEN$ VEGA : ... ; Notary Public • California g I . : Lot An9eies Caunty !: Commlsstan II 2-166386 .,. My Co,,,m. Expires Oct 12, 2027 (Notary Seal) ------------------------------------------OPTIONAL-------------------------------------------------- Although the infonnation requested below is OPTIONAL , it could prevent fraudulent reattachment of this certificate to unauthorized documents. CAPACITY CLAIMED BY SIGNER INDIVIDUAL ___K_CORPORATE OFFICER President Title(s) __ PARTNER(S) __ LIMITED GENERAL ATTORNEY-IN-FACT __ TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: ________ _ SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) Clarke Contracting Corporation DESCRIPTION OF A TT ACHED DOCUMENT Abalone Cove Sanitary System Repair and Maintenance, Portuguese Bend Landslide Remediation Project County of Los Angeles Performance Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DOCUMENT DATE SIGNER(S) OTHER THAN NAMED ABOVE B-45 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA PAYMENT BOND (Labor and Material Bond) Bond No. K42100304 WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to CLARKE CONTRACTING CORPORATION, as Contractor ("Principal"), a Contract for the work entitled and described as follows "Portuguese Bend Emergency Landslide Stabilization Project ("the Project'')"; WHEREAS, the Contractor is required under the terms of said Contract 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 Three hundred thousand and 00/100 ________ ($ 300,000.00 ), 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 or assigns, or subcontractors 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 B-46 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA the work to be performed thereunder. Executed on ___ 8~th ____ day of __ ...... J""'""u'""'"ly ______ , 2025. Any cla im s under this bond may be addressed to : C larke Contracting Corporation By:~ T ile : Bria n A. Clarke, President Federal Insurance Company By ~Q -~ ~Rapp Tile : Attorney in Fact _F_e_d_er_a_l _ln_s_u_ra_n_c_e _C_o_rn __ p_a_n.._y _________ (na me and address of Su re ty) 2028 Halls Mill Road Whitehouse Station , NJ -0889 ....;.F--"e""d""e.;..;ra'-'-I "'"'ln.;.;:s""u-'--'ra=n.;..;:c=e-'C:;..;o;.;..m;.;.ip:;..;a=n'""'"y _________ (name and address of Surety's agent for 7700 Irvine Center Drive Suite 900 Irvine CA 92618 Service of process in California , if different from above) _9_0_8_-9_0_3_-3_4_8_5_2_1_3_-6_1_2_-5_5_74 _________ (telephone number of S u re t y's agent in (Attach Acknowledgment APPROVED: (Attorney for CITY) NOTICE: Sureties must be authorized to California) do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached . B-47 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA ACKNOWLEDGME NT A notary public or ot her officer completing this certificate verifies only t he iden t ity of the ind ivid ual who signed the docume nt to which this certi fi cate is •. attached, and not the tru th f ulness , accu racy, or validity of that document. St ate of California Cou nty of Orange On ___ J_u_ly_o_a_, _20_2_5 ____ before me, Debra Swanson, Notary Public (insert name and ti tle of the officer) personally appea red Douglas A. Rapp who proved to me on the basis of sa t isfactory evidence to be the person(~) whose name(oe) is~ subscribed to the within instrument an d acknowledged to me that h~/el :o,itt.o~· executed the same in his,11161 ,111 :c i: author ized capacity~), a nd that by his,11161 /ti :ci: signaturet,e) on the instrument the person(,e,), or the entity upon behalf of which the person(,e,) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signa ture 't ~~ ~ ~ l (Seal) C D;BRA SUON<> t COMM. # 2 50202 2 :::0 NOTARY PUBLIC-CALIF ORNIA :::0 ORA~iGE COU NT Y ~ J .;~M}!;i· ~ov J o'.30~ B-48 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA 'CHUBB' Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents, that FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations of the Commonwealth of Pennsylvania, do each hereby constitute and appoint Douglas A. Rapp and Timothy D. Rapp of Ladera Ranch, California ------------------ each as their true and lawful Attorney-In-Fact to execute under such designation In their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds and undertakings and other writings obligatory In the nature thereof (other than ball bonds) given or executed In the course of business, and any Instruments amending or altering the same, and consents to the modification or alteration of any Instrument referred to In said bonds or obligations. In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this 11111 day of April 2024. Rupert HD Swindtlls.Asslstant Sec:l'l!tar;' Wam'll F.khhorn. \'ice l'rc;id~'tll STATE OF NEW JERSEY County of Hunterdon ss. On this 11111 day of April, 2022 before me, a Notary Public of New Jersey, personally came Rupert HD Swlndells and Warren Eichhorn, to me known to be Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY, the companies which executed the foregoing Power of Attorney, and the said Rupert HD Swindells and Warren Eichhorn, being by me duly sworn, severally and each for himself did depose and say that they are Assistant Secretary and Vice President, respectively, of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof. that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Compa nles; and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal Albe<t Contursl NOTARY PUBUC OF NEW JERSEY No50202369 Commlnlon E>rp1N1 Aup,a 22.2027 CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY on August 30, 2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11, 2006; and ACE AMERICAN INSURANCE COMPANY on March 20, 2009: •RESOLVED, that the follow!ng authorizations relate to the execution, for and on behalf or the Company, or bonds, undertakings. recognizances. contracts and other wrinen commitments or the Company entered Into In the ordlnacy course or business (each a "Written Commitment'"): (1) Each or the Chairman, the President and the Vice Presidents or the Company Is hereby authorized to execute any Written Commitment for and on behalforthe Company. under the seal or the Company or otherwise. (2) Each duly appointed attorney-ln-ract or the Company Is hereby authorized to execute any Written Commitment ror and on behalfof the Company, under the seal or the Company or otherwise. to the extent that such action Is authorlud by the grant or powers provided for In such person's wrlnen appointment as such attorney•l n-ract (3) Each or the Chalm1an, the President and the Vice Presidents or theCompanylsherebyauthorlzed.forandon behalfortheCompany,toappolntlnwrltlng any person the attomey-ln- ract or the Company with Ml power and authority to execute, for and on behalforthe Company, under the seal or the Company or otherwise, such Written Commitments or the Company as may be specified In such written appointment. which specification may be by general type or class of Written Commitments or by specification or one or more particular Written Commitments. ( 4) Each or the Chalnnan, the President and the Vice Presidents or the Company Is hereby authorized. ror and on behalr or the Company. to delegate In writing to any other officer or the Company the authority to execute, for and on be hair or the Company, under the Company's seal or otherwise, such Written Commitments or the Company as are specified In such written delegation, which specification may be by general type or class or Wrinen Commitments or by specification or one or more particular Written Commitments. (SJ The signature or any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution. and the seal or the Company. may be affixed by racslmtle on such Written Commitment or written appointment or delegation. FURTHER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement or the powers and authority of officers, employees and other persons to act for and on behalr or the Company, and such Resolutlon shall not limit or otherwise affect the exercise or any such power or authority otherwise validly granted or vested.· I, Rupert HD Swlndells, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY (the "Companies") do hereby certify that (I) the foregoing Resolutions adopted by the Board of Directors of the Companies are true, correct and In full force and effect, (II) the foregoing Power of Attorney Is true, correct and In full force and effect. Given under my hand and seals of said Comp_anl~~ at Whitehouse Station, NJ, this ----·· . '••·· ... July 08, 2025 ,;: -- Ruptn: HD Swindtlls. Assistant Sea-twy IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICllY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER. PLEASE CONTACT US AT: Tele hone 908 903· 3493 Fax 908 903-3656 e-mail: sure @chubb.com Combined: FED-VIG-Pl-11\>FIC.AAIC (rev. 11-19) B-49 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA CERTIFICTE OF ACKNOWLEDGMENT State of California County of Los Angeles On July 10, 2025 before me, } ss. Wendy Sapiens Vega, Notary Public Date personally appeared Name, Title of Officer (e.g. "Jane Doe, Notary Public") --=B:;..::n=·an==--:A=--=--. -=C-=-=lar=k=e~----------' who proved to me Name(s) ofSigner(s) the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person( s ), or the entity upon behalf of which the person( s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Notary Seal) ---------------------------------------------OPTIONAL ------------------------------------------------ Although the information requested below is OPTIONAL, it could prevent fraudulent reattachment of this cenificate lo unauthorized documents. CAPACITY CLAIMED BY SIGNER INDIVIDUAL ____K__CORPORATE OFFICER President Tille(s) __ PARTNER(S) __ LIMITED GENERAL ATTORNEY-IN-FACT __ TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: ---------- SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) Clarke Contracting Corporation DESCRIPTION OF A TT ACHED DOCUMENT Abalone Cove Sanitary System Repair and Maintenance, Portuguese Bend Landslide Remediation Project County of Los Angeles Payment Bond TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DOCUMENT DA TE SIGNER($) OTHER THAN NAMED ABOVE B-50 Docusign Envelope ID: 2B997536-CFD6-4E62-8 509-FAOF9BDDA8EA Vll1i:,IIUT' 1,<J"1,UV 305CLARKCON ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 2/28/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~i~cT Sonia Morris McGriff, a MMA LLC Company r..tJgNJo, Extl : 714 941-2800 I FAX (A/C , Nol : 130 Theory Ste 200 ifDA~~ss : Sonia.Morris@McGriff.com Irvine, CA 92617 INSURER($) AFFORDING COVERAGE NAIC# 714 941-2800 INSURER A : Landmark American Insurance Co 33138 INSURED INSURER B : Travelers Property Casualty Co of Amer 25674 Clarke Contracting Corporation INSURER c : CorePointe Insurance Company 10499 4646 Manhattan Beach Blvd. INSURER D : Aspen American Insurance Company 43460 Lawndale, CA 90260-2581 INSURER E : Greenwich Insurance Company 22322 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSUR ANCE LISTED BELO W HAV E BEEN ISSUED TO THE INSURED NAMED ABO VE FOR THE POLIC Y PERI OD INDIC ATED . NOTWITHSTANDING ANY REQUIRE MENT , TER M OR CONDITION OF ANY CONTR ACT OR OTHER DOCU MENT W ITH RE SPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE IN SUR ANCE AFFORDED BY THE POLI CIES DE SCRIBED HEREIN IS SUBJECT TO ALL THE TER MS, EXCLUSION S AND CONDITION S OF SUCH POLI CIES . LI MITS SHO WN MAY HAV E BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,:~M81YW~•i ,:~M8M~Yl LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY LHA115084 ~3/01/2025 03/01/2026 EAC H OCC URREN CE $1.000 000 I CLAIMS -MA DE [!] OCC UR ~~~~@,T:J ?E~~~J~fence l $50,000 X Bl/PD Ded:5,000 MED EXP (Any one pe rson) $5,000 PER SO NAL & ADV INJUR Y $1,000 ,000 I- GEN'L AGGRE GATE LI MIT APPLIE S PE R: GENE RA L AGGR EGATE $2 ,000 ,000 Fl ixl PRO- n LOC $2 ,000 ,000 POLI CY _ JE CT PRO DU CTS -COM P/OP AGG OTHER : $ E AUTOMOBILE LIABILITY NBA100874301 ~3/01/2025 03/01/2026 COM BINED SIN GLE LI MIT $1,000 ,000 {Ea accide nt) ~ X ANY AUT O BODIL Y INJURY (Per perso n) $ -OW NED SC HEDULED AUT OS ONLY AUT OS BODIL Y INJU RY (Per acc ide nt ) $ X HI RED X NON-OW NED PR OPERTY DAMAG E $ AUT OS ONLY AUT OS ON LY /Per acc ide nt) $ B ~ UMBRELLA LIAB ~ OCC UR CUPB040452025NF ~3/01/2025 03/01/2026 EAC H OCC URREN CE $10 000 000 EXCESS LIAB CLAIMS-MA DE AGG RE GATE $10 000 000 OED I X I RETENT ION $10 000 $ C WORKERS COMPENSATION CTP1003502 ~3/01/2025 03/01/2026 X I PE R I IOTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PRO PRIET OR/PAR TNE R/EXECUTI VE Cl!] E.L . EAC H ACC IDENT $1 000 000 OFFI CER/MEMBER EXC LUDED ? N N I A (Mandatory in NH) E.L . DI SEAS E -EA EMPL OY EE $1,000 ,000 If yes , desc rib e unde r DE SCR IPTI ON OF OPER ATI ONS below E.L . DI SEAS E -POLI CY LI MIT $1,000 ,000 D Rented/Leased IM013TG25 ~3/01/2025 03/01/2026 $500,000 Max per Item Equipment DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remark s Schedule , may be attached if more space is required) RE: All Operations Usual to lnsured's Operations as required; The City of Rancho Palos Verdes, its officials, employees, and agents are included as additional insured as respects General Liability as required. CERTIFICATE HOLDER CANCELLATION City of Rancho Palos Verdes SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 30940 Hawthorne Blvd. ACCORDANCE WITH THE POLICY PROVISIONS . Rancho Palos Verdes, CA 90275-0000 AUTHORIZED REPRESENTATIVE I ~ © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S36670461/M36666111 SOMOR B-51 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA This page has been left blank intentionally. B-52 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Clarke Contracting Corporation POLICY NUMBER: LHA115084 COMMERCIAL GENERAL LIABILITY CG 20 12 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION -PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: ANY STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION TO WHOM OR TO WHICH YOU ARE OBLIGATED BY THE ISSUANCE OR EXISTENCE OF A WRITTEN PERMIT TO PROVIDE INSURANCE SUCH AS IS AFFORDED BY THIS POLICY. Information required to complete this Schedule, if not shown above , will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization . However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured . 2. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products-completed operations hazard". B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance . CG 20 12 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 B-53 Docusign Envelope ID: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA This page has been left blank intentionally. B-54 Certificate Of Completion Envelope Id: 2B997536-CFD6-4E62-8509-FA0F9BDDA8EA Subject: Complete with Docusign: Clarke On-Call Construction Contract (PW Agreement) Final.pdf Source Envelope: Document Pages : 54 Certificate Pages : 5 AutoNav : Enabled Envelopeld Stamping : Enabled Signatures: 5 Initials: 2 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 7/15/2025 10:20:50 AM Signer Events Brian Clarke brianclarke68@yahoo .com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted : 7/15/2025 10 :56:30 AM ID: 1d752374-ab77-4a3a-91f4-01 c95d35c892 Robert Clarke clarkebobccc@yahoo.com X Security Level : Email, Account Authentication (None) Electronic Record and Signature Disclosure : Accepted : 7/15/2025 11 :57:00 AM ID: 2c3bb 78d-513c-4210-8977-92b008bc5f2c Bill Wynder wwynder@awattorneys.com City Attorney Security Level : Email , Account Authentication (None) Electronic Record and Signature Disclosure: Accepted : 7/17/2025 9:38 :23 AM ID: 07d64de1 -1 bd0-4a3a-ab87-e90cdac5fa8b David Bradley david .bradley@rpvca .gov Self Anthem Blue Cross Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/6/2022 5:59:34 AM ID: f0c88f71-e2e8-4 736-ab5c-59950463981 e Holder: Jeremiah Sunwoo jsunwoo@rpvca.gov Signature Signature Adoption : Pre-selected Style Using IP Address: 47 .149 .151.163 Signature Adoption: Pre-selected Style Using IP Address: 2607:fb91 :323:50ee:35d1 :e932:9ec5:93ad Signed using mobile Signature Adoption: Pre-selected Style Using IP Address: 2a09 :bac2:af72 :1232 ::1d0:70 Signed using mobile Signature Adoption : Pre-selected Style Using IP Address: 54 .183 .134 .242 Status : Completed Envelope Originator: Jeremiah Sunwoo 30940 Hawthorne Blvd. Odocusign _ Rancho Palos Verdes , CA 90275 jsunwoo@rpvca .gov IP Address: 72 .34.97 .146 Location: DocuSign Timestamp Sent: 7/15/2025 10:28:20 AM Viewed : 7/15/2025 10:56:30 AM Signed: 7/15/2025 10:57:05 AM Sent: 7/15/2025 10 :57 :08 AM Viewed : 7/15/2025 11 :57:00 AM Signed : 7/15/2025 11 :57:14 AM Sent: 7/15/202511 :57:17 AM Viewed : 7/17/2025 9:38:23 AM Signed: 7/17/2025 9 :38 :3 6 AM Sent: 7/17/2025 9:38 :40 AM Viewed : 7/19/2025 6 :01 :33 AM Signed: 7/19/2025 6 :04 :01 AM B-55 Signer Events Teresa Takaoka terit@rp vca.gov City Clerk Security Level : Email , Account Authentication (None) Electronic Record and Signature Disclosure : Accepted: 7/19/2025 8:11 :20 AM ID : dd53fb99-78bb-460e-bfb6-e37d498426da In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events City Clerk Office CityClerk@rpvca .go v Security Level : Email , Account Authentication (None) Electronic Record and Signature Disclosure : Accepted : 9/24 /2024 5 :58 :09 PM ID: 1 bcb8e93-870a-4c5c-be5c-97 c44ea 3 114e Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Signature r-:=Docu Signed by : ~- Signature Adoption: Drawn on Device Using IP Address: 75 .83.1 80.163 Signed using mobile Signature Status Status Status Status Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Timestamp Sent: 7/19/2025 6 :04 :04 AM Viewed : 7/19 /2025 8 :11 :20 AM Signed : 7/19/2025 8 :11 :3 4 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/19/2025 8 :11 :37 AM Viewed : 7/21 /20 25 4 :10 :50 PM Timestamp Timestamp Timestamps 7/15 /2025 10 :28 :20 AM 7/19 /2025 8 :11 :20 AM 7/19 /2025 8 : 11 :34 AM 7/19 /2025 8 :11 :37 AM Timestamps B-56 Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Brian Clarke, Robert Clarke, Bill Wynder , David Bradley, Teresa Takaoka, City Clerk Office ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and , if you elect to create a DocuSign account , you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format , and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically B-57 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. 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To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: B-58 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii . send us an email to terit@rpvca.gov and in the body of such request you must state your email , full name , mailing address , and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process .. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides /signer-guide- signing-system-requirements . 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By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure ; and • You can print on paper this Electronic Record and Signature Disclosure , or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access ; and • Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures , authorizations, acknowledgements , and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes . B-59