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Metrocell Construction Inc - FY2021-024 PUBLIC WORKS AGREEMENT By and Between CTI Y OF RANCHO PALOS VERDES and METROCELL CONSTRUCTION,INC 01203 0006/668006 I AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND METROCELL CONSTRUCTION,INC THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein "Agreement") is made and entered into on October 6, 2020 by and between the City of Rancho Palos Verdes,a California municipal corporation ("City' ) and Metrocell Construction, Inc , a California corporation (`Contractor") City and Contractor may be referred to, individually or collectively, as ' Party or "Parties " RECITALS A Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to entei into and execute this Agreement B 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 mateiial 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 piofessional standards in performing the work and services iequued heieundei 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 1.2 Bid Documents The Scope of Work shall =lugs the"9eneral Provisions'and"Special Provisions" in the bid documents foi the project entitled o_c c e S v•c1/4.\ , including any documents -1- 01203 0006/668006 I or exhibits referenced therein (collectively 'bid documents"),all of which are incorporated herein by this reference In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered 1 4 Compliance with California Labor Law (a) Public Work The Parties acknowledge that the work to be performed under this Agreement is a `public work as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR') implementing such statutes The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR Contractor shall post job site notices, as prescribed by regulation (b) Prevailing Wages Contractor shall pay prevailing wages to the extent iequired by Labor Code Section 1771 Puisuant to Labor Code Section 1773 2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request By initiating any work under this Agreement,Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages and Contractor shall post a copy of the same at each job site where work is pet fatmed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages rhe ContiaLtoi shall, as a penalty to the City, forfeit two hundred dollars ($200) loi 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 sey concerning the employment of apprentices on public works projects Contractor shall be responsible for compliance with these aforementioned Sections for all -2- 01203 0006/668006 1 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 I,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 (11/2)times the basic rate of pay (h) Workers' Compensation California Labor Code Sections 1860 and 3700 provide that every employee 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 eve') cmplk}c. to bk. insuicd against liability foi woikcis' compciisaticn of to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract 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 -3- 01203 0006/668006 1 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 heteundei 1 6 Familiarity with Work (a) By executing this Agreement, Contractor warrants that Contractor (i)has thoroughly investigated and consideied the scope of work to be performed,(u)has carefully considered how the services should be performed, and (inn) 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 iequiied 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 )Lirot mance of the seivic(,s hcicundu (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 older per Section 110 of this Agreement (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement Contractor shall retain any and all rights provided 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 -4- 01203 0006/668006 1 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 oi delivcicd and which may be necessaiy foi the completion of the woik 18 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-confo-m►rg 1--itcr'ols pc.-,tecl 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 pci iod of time specified clsc«hcle in the Agreement 01 in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is ldtel)alter the date of final acceptance, Conti actor shall within ten(10)days after being notified in wilting by thL Citi of all) Ucfcct iii Uhl. woik oi non-collfoimalice of the wolf.to OIL Ngiccnlellt, 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 Contiactoi shall petfoint such tests dS the City may iequiie to verify that any coilcctive 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 manutacturers 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- 01203 0006/668006 1 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/o► (u) 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 (h) An} increase in col peris^tioil of up to ten percent (10%) of the $2),000, LI iJ lL JJ, UI U11) 1111,1‘,..>s, 111 'AIL u1.1L LU pLt IUl Iii of up to U11, hundred eighty (l 80) 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 inci cases, 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 \vorl shall not exceed an amount agreed upon in wilting 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 pe►lorming the work tut the Change Oidei at the time such work is done The use of labor classifications that would increase the cost of such work shall not be permitted (ii) Materials and Equipment the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order The daily report must include list of names of workers classifications, and hours worked, description and list of quantities of materials used, type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable,description of other City authorized services and expenditures in such -6- 01203 0006/668006 1 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$109,995(One Hundred Nine Thousand Nine Hundred Ninety-Five Dollars) (the ` Contract Sum"), unless additional compensation is approved pursuant to Section 1 1 0 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 pei foi mance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the Schedule of Compensation 2 3 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance,or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5, -7- 01203 0006/668006 1 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 nrcurrcu by Luiivacrur which die dispurcd by Lily, ur as pruvwcd ni Sccuon / J, 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 peiiod 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 alcor leccipt by the City, foi correction and iesubnussion Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2 5 Waiver Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor ARTICLE 3 PERFORMANCE SCHEDULE 3 1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Contiactor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall peifoim all services within the time peiiod(s) established in -8- 01203 0006/668006 I 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 contiol and without the fault or negligence of the Conti actor, 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 tacts 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 g►OSS mistakes as to amount to fraud Acceptance of an} work by City shall not constitute a wan ci 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) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D ) ARTICLE 4 COORDINATION OF WORK 4 1 Representatives and Personnel of Contractor The following principals of Contractor (`Principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith -9- 01203 0006/668006 1 James Culwell President (Name) (Title) Christine Culwell Secretary (Name) (Title) It is expressly understood that the experience,knowledge,capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contactor and devoting sufficient time to personally supervise the services hereunder All personnel of Contractor and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's statf 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 Agieement 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 Whet\,►sL a.,c,►uL to City s cmployccs Contiacto► cap►cssly v aivcs any claim Cont►acto► may have to any such rights 4 3 Contract Officer file Contact Office' shall be Ron Diagoo, City Engineer of such person as may be designated by the City Manager It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein,any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4 4 Independent Contractor Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees,perform the services required herein, 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 -10- 01203 0006/668006 1 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 peiLent (25%) of the piesent owneiship and/oi 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 Iusui ante Cover ages 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 Corm satisfactory to City (a) General liability insurance Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury personal injury and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO"insured contract" language will not be accepted (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 -11- 01203 0006/668006 I (c) Professional liability (errors & omissions) insurance Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers' compensation insurance Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B' 5 2 General Insurance Requirements (a\J PIC _for, s. .1110. Con+,a.1olh i!I j: o' iClL r._ _ f i` _' I to Cd) as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Managei prioi to commencement of perfoimance Cuiient certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Contractor chall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors (c) Pinothy/noncontlibutin Covciage provided by Contiactoi shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced City has the right but not the duty to obtain 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 -12- 01203 0006/668006 1 (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officeis, agents, officials, employees and voluntceis of shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors (g) Enforcement of contract provisions (non-estoppel) Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (10 Itequiieuients uut limning, lLquu1/4.uu,n1s of spet-iliL coveiagf, leatuies ui 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 insuiaiu e and Loveiage shall be available to the City (i) Notice of cancellation Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a 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 (I) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers,officials,employees,and agents,and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (I) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured -13- 01203 0006/668006 1 against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Contractor agrees that upon request, all agreements with consultants, subcontractors, and othcis engaged in the pioject will be submitted to City for Icvicw (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 sptclikatwns unless appiuved by t✓ity (p) Timely notice of claims Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Contractor shall also procure and maintain,at its own cost and e\pensc any additional I Inds of insurance which in its own judgment may be ncecssaiy for its proper protection and prosecution of the work 5.3 Indemnification To the full extL,nt permitted by law, Contiacto► agi.,es 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 -14- 01203 0006/668006 1 (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith, (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder, and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, Lop)iigiils in lldULmalk on any pctsol1 01 peisons in wuscyuLiiic ul the use by the Indeinnilieu 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 similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, of ►eckless o► willful misconduct of ContlaLtoi in the peifoimancc of piofessional 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 -15- 01203 0006/668006 1 (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement Both the performance and labors bonds required under this Section 5 5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement 5 6 Sufficiency of Insurer or Surety. insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated 'A" or better in the most recent edition of Best's Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a finuacial cutegul) Class \ 11 01 b.,l,Li, uuiLSS u�li ILNV.LlLlllLfliS .11C Wal.Lli b.) OIL lush i.iauu6LI 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 cieates an increased of 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 Scent itics 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 esciow agieement in a four piescribed 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 Laboi -16- 01203 0006/668006 I Bond until such claims have been resolved Contractor has provided statutory bond, or otherwise as required by applicable law ARTICLE 6 RECORDS, REPORTS,AND RELEASE OF INFORMATION 6 1 Records Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records'), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect,copy, audit and make records and transcripts from such records Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required In the event of dissolution of Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in iiiLeiLat lNoiWiLnslailding the above, the L,ullllal.tol shall !oily Loupelate 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 Officci shall icquiie Contiactoi hereby acknowledges that the City is Meati) concealed 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 piomptly notify the Contract Officer of said tact, 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 -17- 01203 0006/668006 1 documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment Contractor may retain copies of such documents for its own use Contractor shall have an unrestricted right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom Moreover, Contractor with respect to any documents and materials that may qualify as"works made for hire"as defined in 17 U S C § 101, such documents and materials are hereby deemed `works made for hire"for the City 6 4 Confidentiality and Release of Information (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor Contractor shall not release or disclose any such information or work product to persons or entitles 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 Auointy, voluntarily provide UUcUIlicIltS,Ue1/4,Idldl1011S, letters of support, testimony al 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 coutt 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 pertormed 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 -18- 01203 0006/668006 I appropriate court in such county and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7 2 Disputes (a) Default, Cure In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default Instead, the City may give notice to Contractor of the default and the reasons for the default The notice shall include the timeframe in which Contractor may cure the default This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured In the alternative,the City may, in its sole discretion,elect to pay some or all of the outstanding invoices during the period of default If Contractor does not cure the default,the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement (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 iegaiding the resolution of public works claims of less than $375,000 Article 1 5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor,for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation This Agicunei►i lieieoy inLoipoiates the piovisions of Ai tide 1 5 as though fully set foith 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 -19- 01203 0006/668006 1 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 eithci party of any default must be in wilting and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7 5 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7 u Legal ALtiuii In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cute, 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 Agiccment, the Cuntiaetoi and its suicULS shall be liable for and shall pay to the City the sum of Three Hundred Dollars ($300) 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 Conti act at any time,with or without cause,upon thiity(30)days' written notice to Contractor, except that where teimination is due to the fault of the Contractoi, the period of notice may be -20- 01203 0006/668006 1 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 Contiact Offices, except as piovided in Section 7 3 In the event the Contiactoi has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section,the teimutating 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 toe total cost tot completion of the seivices iequued heieunUei 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 of pioceLding in an) \\ay connected with this Agi cement, the pic\ailing pally iii 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 tees 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 -21- 01203 0006/668006 1 ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement 8 2 Conflict of Interest Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agieement Contractoi fuithei covenants that in the pei formance 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 of ICC1 0 zltiJ)i jLc 0, II , CS , .11ILcl l 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 Agieement Contiac,loi shall take affiin-iative action to insuie 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 seg , 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 -22- 01203 0006/668006 1 ARTICLE 9 MISCELLANEOUS PROVISIONS 91 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 Conti actor to the person at the address designated on the e\ecution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section All correspondence relating to this Agreement shall be serialized consecutively 9.2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 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 Agieement shall be valid unless made in wilting and appiovcd 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 oi more of the phrases, sentences, clauses, paiagiaphs,oi 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 -23- 01203 0006/668006 1 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 "►emote" oi "noninteiests ' pursuant to Govcinment Code Sections 1091 oi 1091 5 Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement Contractor further warrants and represents that(s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value w 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 piovisions of this Agicement, and (iv) the cntcIing into this Agiecment 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] -24- 01203 0006/668006 I IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a municipal corporation f John r i shank, Mayor ATTEST diw Emily Colborn, City Clerk APPROVED AS TO FORM ALFSHIRE & W1E'NDFR T T P k). William W Wcuaeler, City Attorney CONTRACT: ' METRO EL C C STRUCTION, C a Cal►fo ua Co cat',n By 11' / Name ames Culwell Title President By VI�etteitite e Name rtstine Culwell Title Secretary Address 1635 E Cedar Street Ontario, CA 91761 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY -25- 01203 0006/668006 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On C1- a3 ,2020 before mc,ilJ00.2.S,Uflwrez ,personally appeared ,aM.e.) C1/4,4wekk ,proved to me on the basis of satisfactory evidence to be the person( whose named is/are-subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hec/Es.r authorized capacityCleS') and that by his/her/their signaturE(5) on the instrument the person(a), or the entity upon behalf of which the person;(.) acted, executed the instrument I certify under PENALTY OF PERJURY under the lads of the State of California that the foregoing paragraph is true and correct MARIBEL D FLORES WITNESS my hand and of ci I seal Notary Public California 1;'�.L _1 San Bernardino County f s•"" Commission y 2331866 r Signature :" My Comm Expires Aug 18 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL O CORPORATE OITICCR TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ A 11 ORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/668006 1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES ooko,r1 Puldlt On -a3 ,2020 before me,V1o4FSU ,personally appearede)tr Cjt eft ,proved to me on the basis of satisfactory evidence to be the person(.s7 whose names(y1 is/are subscribed to the within instrument and acknowledged to me that fie/she/they executed the same in 14+s/her/thou authorized capacity) and that by 1 m41er/their signatureksron the instrument the person(; or the entity upon behalf of which the person,eracted, executed the instrument 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct MARIBEL D FLORES WITNESS myca,. .,d •. JJ I. al Y Notary public California Signature � x'�-s; c San Bernardino County Commission#2331866 My Comm Expires Aug 18 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this forst CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT El INDIVIDUAL El CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/668006 1 EXHIBIT"A" SCOPE OF WORK Contractor shall perform all of the work and comply with all of the specifications and requirements in the "General ProvMons" and "Special Provisions" included in the bid documents for the project entitled 1cCtT1 c v'o\,(e. , including any documents or exhibits referenced therein. NOT APPLICABLE. II. Brief description of the work to be performed: Contractor shall furnish all necessary labor, materials,equipment and other incidental and appurtenant work necessary to complete the Rattlesnake Trail Gate described below: (1) Remove and haul away portions of the existing fences, concrete footings, and gate to the Rattlesnake Trail; (2) Install approximately 210 feet of new fences and 11 brick pilasters, including an extension of the existing fence (to match green wrought iron and brick pilasterc detail shown below) and a return downslope to deter people from entering the Nature Preserve from the eastern area bordering 5 Park Place. The return will not include brick pilasters. The fences shall be 5 feet tall. t :M.- MIMa wsc Ys no,•a7rww. 0 ? 1111 m • • !1(r 6r..A iF -• Brick Pilaster and Fence Detail To Match at Rattlesnake Trail (3) Install a 5' x 5' swing gate for equestrian, mountain bike, and pedestrian access. The swing gate shall be equipped with mechanisms to automatically unlock in the 01203.0006/668006.1 A-1 morning and affix the gate in an open position during the Nature Preserve's hours of operation. The swing gate shall also include a panic bar exit for visitors exiting after hours and battery powered locks with a minimum of 7 distinct secured codes. (4) Install a 5' x 5' green maintenance gate. (5) Install a gap at the bottom or side of the fence(location to be coordinated with City staff)to allow wildlife movement. The location and specifications for the Rattlesnake Trail fences and gates are shown here: X01 _ f,� .7.44 - . 81. . .... . - • • k k ,. it* - 4 , . �` e .` iit „"''"r \\N :x.41 1' .\-'• 4 Rattlesnake Tr. � ,� 8'x5 ' >< 5'x5' ,� 8'x5' ,� , ra T . Rt% ili, . ,� ;,� lui 1111i/i1 ,f! -r ., a it i Panic Baroopop^' 4a (. �-. • l� !~ ; _ Battery powered locking system. Mechanism to lock sate In open position. F= Crenshaw Blvd. ,�� 01203.0006/668006.1 \- III In addition to the requirements of Section 6 2 during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports A Daily Reports B Weekly Progress Reports C Certified Payroll IV All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City V Contractor shall piovide safe and continuous passage foi pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition 01203 0006/668006 1 A-3 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I Section 1 2, Bid Documents, is deleted in its entirety 01203 0006/668006 1 B-I 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 Item Description Qty Unit Unit Extended No Meas Price Amount 1 Mobilization 1 LS $10,030 $10,030 2 Demolition Remove old fence, 1 EA $5,340 $5,340 concrete footing, gate and haul away 3 5' High green wrought iron fence- 210 LF $188 00 $39,480 00 including return 4 5' x 5' swing gate with method to affix 1 EA $2,980 00 $2,980 00 open and panic bar 5 5' x 5' Green maintenance Gate 1 EA $2,200 00 $2,200 00 6 5' Metal mesh 15 LF $8r1 $1 335 7 Brick Pillars w/cap stone (match 11 EA $4,240 00 $46,640 00 existing design in Appendix 2) Install battery powered locks on 8 pedestrian gates with minimum of 7 1 EA $1,130 $1,130 distinct secured codes Install gap at bottom of both fences for 9 wildlife movement Location of gap to 1 EA $860 $860 be determined with City staff TOTAL $109,995 II A retention of five percent(5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services III Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item's subbudget to another so long as the Contract Sum is not exceeded per Section 2 1, unless Additional Work is approved per Section 1 10 IV The City will compensate Contractor for the Services performed upon submission of a valid invoice Each invoice is to include A Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate B Line items for all materials and equipment properly charged to the Services 01203 0006/668006 1 C-1 C Line items for all other approved reimbursable expenses claimed with supporting documentation D Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services V The total compensation for the Services shall not exceed $109,995 as provided in Section 2 1 of this Agreement 01203 0006/668006 i C-2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I Contractor shall perform all work within twenty (20) working days following the City's issuance of the Notice to Proceed Prior to the City's issuance of the Notice to Proceed, Contractor shall submit a project schedule for approval by the City Said project schedule shall indicate Contractor's expected start date for the project and the dates by which project tasks will be completed II Contractor shall deliver the following tangible work products to the City by the following dates A Daily Reports will be delivered to the City weekly Daily Reports must be delivered and accepted prior to any progress payment up until the date that work is being invoiced for B Weekly Reports will be submitted to the City with the Daily Reports for each week C Certified pas loll will he deliscicc1 to the City biweekly Certified payi nil imict he delivered and accepted prior to any progress payment up until the date that work is being invoiced foi III The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 01203 0006/668006 1 D-1 Bond SU1155034 Premium: $3,300 PERFORMANCE BOND WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to Metrocell Construction, Inc. , as Contractor ("Principal"), a Contract for the work entitled and described as follows Rattlesnake Trail Gate Per agreement dated 10/06/2020 WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract, NOW, THEREFORE, we the unde&si unclre oineThSoueSanayineHunareaNintyFive bound unto the City in the sum of ($ 109,995.00 ), this amount being not less than one hundred percent(100%)of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally,firmly by these presents In case suit is brought upon this bond,the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided,all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder Executed on September 18 2020 Metroc= ton r ctio•- Anc. PRIM ' (Seal if Corporation) By �/ __- James Culwell, Title President (Attach Acknowledgment of Authorized Representative of Principal) 01203 00061668006 1 D-1 Bond SU1155034 Any claims under this bond may be addressed to Arch Insurance Company (name and address of Surety) 3 Parkway #1500 Philadelphia, PA 19102 Blake A Pfister (name and address of Surety's agent for service of Bond Connection process in California, if different from above) PO Box 4164 Dana Point, CA 92629 949-248-1543 (telephone number of Surety's agent in California) (Attach Acknowledgment) Arch Insurance Company SURETY By fit=14_, (Attorney-in-Fact) Blake A Pfister APPROVED (Attorney for CITY) NOTICE No substitution or revision to this bond form will be accepted Sureties must be authorized to do business in and have an agent for service of process m California Certified copy of Power of Attorney must be attached 01203 0006/668006 1 D-2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGINENT CIVIL CODE§1189 A notary public or cher 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 September 18, 2020be{oreme, Lianne Nahina , Notary Public Date Here Insert Name and Tide of the Officer person", wed Blake A. Pfister Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( whose names) Ws, subscribed to the within instrument and acknowledged to me that herr executed the same in hisjf(NffAM r authorized capacity.0),and that by his✓IN rellW signature on the Instrument the person., or the entity upon behalf of which the person.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. �s';°`''FB LIANNE NAHINA ' ' . COMM #2314283 /tit. z A ��� 4' cam - (.ic(' r myr�r NOTARY PUBLIC CALIFORNIANIA N age ORANGE COUNTY rr `k_0 MY COMM EXP DEC 5,2023 N Signature of Notary Public Place Notary Seal Above -, OamP IOIu Though this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Tide or Type of Document: Bond SU1 1 55034 Document D September 18,2020 Number of Pages: 2 Signer(s) Other Than Named Above: NIA, None Cap )Claimed by Signer's Name: Blake A. Pfister Signer's Name: D Corporate Officer— Title(s): 0 Corporate Officer— Title(s): D Partner — 0 Limited 0 General 0 Partner — D Limited 0 General D Individual ®Attorney In Fact 0 Individual 0 Attorney in Fact D Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator D Other. D Other. Signer Is Representing: Signer Is Representing: Arch Insurance Company ©2014 National Notary Association•www.NationaiNotary.org•1-800-US NOTARY(1-800-878.6827) Item#5907 AIC 0000308962 SU1155034 This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated Not valid for Note, Loan, Letter of Credit, Currency Rate, Interest Rate or Residential Value Guarantees POWER OF ATTORNEY Know All Persons By These Presents That the Arch Insurance Company a corporation organized and existing under the laws of the State of Missoun having its principal administrative office in Jersey City, New Jersey(hereinafter referred to as the"Company")does hereby appoint Blake A Pfister of Mission Viejo CA(EACH) its true and lawful Attomey(s)in-Fact,to make,execute, seal and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed Any and all bonds undertakings, recognizances and other surety obligations in the penal sum not exceeding Ninety Million Dollars(90,000,000 00) This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein The execution of such bonds,undertakings,recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative office in Jersey City, New Jersey This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on September 15, 2011 true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect 'VOTED, That the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President of the Surety Business Division, or their appointees designated in writing and filed with the Secretary or the Secretary shall have the power and authonty to appoint agents and attorneys-in-fact and to authorize them subject to the limitations set forth in their respective powers of attorney, to execute on behalf of the Company, and attach the seal of the Company thereto, bonds undertakings recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process" This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on September 15 2011 VOTED, That the signature of the Chairman of the Board the President, or the Executive Vice President, or any Senior Vice President of the Surety Business Division,or their appointees designated in writing and filed with the Secretary,and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on September 15, 2011, and any such power so executed sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company 00M10013 00 03 03 Page 1 of 2 Printed in U S A AIC 0000308962 In Testimony Whereof the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers this 3151 day of March, 2020 Attested and Certified Arch Insurance Company otanCe en 4) dipttAid t ii' SEAL w714 Nik 1 a gr, tliA , Patnck K Nails, Secretary Mtssour David M Finkelstein Executive Vice President STATE OF PENNSYLVANIA SS COUNTY OF PHILADELPHIA SS I Michele Tnpodi a Notary Public do hereby certify that Patrick K Nails and David M Finkelstein personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri subscribed to the foregoing instrument appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth eoaarorawsw&.r+OR PRAoVlVLVMw `� NOTARIALSEAL7r'-' IAlGI[tl 1RrPOOI.Notary ROM Clq of PMaOalph4,PhU County AV Conodufon CONN duty It,2021 Michele Tripods, Notary Public CERTIFICATION My commission expires 07/31/2021 I, Patrick K Nails Secretary of the Arch Insurance Company do hereby certify that the attached Power of Attorney dated March 31. 2020 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate and I do further certify that the said David M Finkelstein,who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 1 8th day of September, 2020 'Pliaheei W Patrick K Nails Secretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated PLEASE SEND ALL CLAIM INQUIRIES R ELATING TO THIS BOND TO THE FOLLOWING ADDRESS Arch Insurance—Surety Division 3 Parkway,Suite 1500rg 1e @o Philadelphia,PA 19102 CUTOORA i it 4 X1971 Missouri 00ML0013 00 03 03 Page 2 of 2 Printed in U S A , Bond SU1155034 PAYMENT BOND (Labor and Material Bond) WHEREAS, the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to Metrocel1 Construction, Inc. , as Contractor ("Principal"), a Contract for the work entitled and described as follows Rattlenake Trail Gate per agreement dated 10/06/2020 WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure-the payment of claims of laborers, mechanics, material men, and other persons as provided by law, NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum ofOneHundredNineThousandNineHundredNinetyFive ($109,995 ), this amount being not less than one hundred percent(100%) of the total Contract price, lawful money of the United States of America,for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally,firmly by these presents In case suit is brought upon this bond,the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay (1) for any work,materials,services,provisions,provender,or other supplies,or for the use of implements of machinery,used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind, (2) for work performed by any of the persons named in Civil Code Section 9100, (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract,and/or(4)for any amounts required to be deducted,withheld,and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor,then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond,otherwise the above obligation shall be void This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred,with or without suit, in addition to the above sum Said Surety,for value received,hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond,and it does hereby waive notice of such change, extension of time, alteration,or modification of the Contract Documents or of the work to be performed thereunder 01203 0006/6680061 Bond SU1155034 Executed on September 18 , 2020 Metro - Cons • u•tion, Inc. - PRINC" // (Seal if Corporation) By r _ J- es Culwell, Title esident (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to Arch Insurance Company (name and address of Surety) 3 Parkway #1500 Philadelphia, PA 19102 Blake A Pfister c/o Bond Connection (name and address of Surety's agent for service of process in California, if different from above) PO Box 4164 Dana Point, CA 92629 949-248-1543 (telephone number of Surety's agent in California) (Attach Acknowledgment) Arch Insurance Company SURETY By *77/.._;(Attorney-in-Fact) ake A Pfister APPROVED (Attorney for CITY) NOTICE No substitution or revision to this bond form will be accepted Sureties must be authorized to do business in and have an agent for service of process in California Certified copy of Power of Attorney must be attached 01203 0006/6680061 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 A notary public or qtilSr 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 September 18, 2020oreme, Lianne Nahina , Notary Public Date Here Insert Name and Title of the Officer personally appeared Blake A. Pfister Nares)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( whose name(s) is/a. subscribed to the within instrument and acknowledged to me that heAtivillfey executed the same in hisJflNf atter authorized cam,and that by hislMeller sign ature(fibj on the instrument the persona, or the entity upon behalf of which the person( 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. sF'`` '�F LIANNE NAHINA cif a' 'N 9 COMM #2314283 Xi �,����i �1� ref m� � NOTARY PUBLIC CALIFORNIA Signature 14 AP wl �,_,,/ ORANGE COUNTY "" Signature of Notary Public 1•3��"°"'"� MY COMM EXP DEC 5,2023 Place Notary Seal Above OPTIONAL Though this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document Bond SU1 1 55034 Document Dom: September 18, 2020 Number of Pages: 2 Signer(s) Other Than Named Above: N/A, None Capacity§es)Claimed by ) Signer's Name: Blake A. Pfister Signer's Name: D Corporate Officer— Title(s): 0 Corporate Officer— Title(s): O Partner — 0 Limited 0 General 0 Partner— O Umited 0 General O Individual ®Attorney In Fact 0 Individual 0 Attorney in Fact D Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator D Other: O Other: Signer Isresents Signer Is Representing: Arch Insurance company 02014 National Notary Association•www.NationaiNotary,org•1-800-US NOTARY(1-800-876-6827) Item#5907 • AIC 0000308963 SU1155034 This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated Not valid for Note, Loan, Letter of Credit, Currency Rate, Interest Rate or Residential Value Guarantees POWER OF ATTORNEY Know All Persons By These Presents That the Arch Insurance Company a corporation organized and existing under the laws of the State of Missoun having its principal administrative office in Jersey City New Jersey(hereinafter referred to as the"Company')does hereby appoint Blake A Pfister of Mission Viejo, CA(EACH) its true and lawful Attorney(s)in-Fact to make execute,seal,and deliver from the date of issuance of this power for and on its behalf as surety, and as its act and deed Any and all bonds undertakings recognizances and other surety obligations in the penal sum not exceeding Ninety Million Dollars(90.000,000 00) This authority does not permit the same obligation to be split into two or more bonds In order to bring each such bond within the dollar limit of authority as set forth herein The execution of such bonds undertakings recognizances and other surety obligations in pursuance of these presents shall be as binding upon the said Company as fully and amply to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at its principal administrative office in Jersey City, New Jersey This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of the Company on September 15, 2011 true and accurate copies of which are hereinafter set forth and are hereby certified to by the undersigned Secretary as being in full force and effect 'VOTED That the Chairman of the Board, the President, or the Executive Vice President, or any Senior Vice President, of the Surety Business Division or their appointees designated in writing and filed with the Secretary or the Secretary shall have the power and authonty to appoint agents and attorneys-in-fact and to authorize them subject to the limitations set forth in their respective powers of attorney to execute on behalf of the Company and attach the seal of the Company thereto, bonds undertakings recognizances and other surety obligations obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process" This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the unanimous consent of the Board of Directors of the Company on September 15, 2011 VOTED, That the signature of the Chairman of the Board the President or the Executive Vice President or any Senior Vice President of the Surety Business Division,or their appointees designated in writing and filed with the Secretary and the signature of the Secretary the seal of the Company, and certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the resolution adopted by the Board of Directors on September 15, 2011 and any such power so executed, sealed and certified with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company OOML0013 00 03 03 Page 1 of 2 Printed in U S A AIC 0000308963 In Testimony Whereof the Company has caused this instrument to be signed and its corporate seal to be affixed by their authorized officers,this 31st day of March,2020 Attested and Certified Arch Insurance Company el"C.eetit beAel 4/tiel ouwuATe 4 SIM 1971 '‘Nik (0,140 rid Patrick K Nails Secretary Ib1001l David M Finkelstein Executive Vice President STATE OF PENNSYLVANIA SS COUNTY OF PHILADELPHIA SS I, Michele Tripods,a Notary Public,do hereby certify that Patrick K Nails and David M Finkelstein personally known to me to be the same persons whose names are respectively as Secretary and Executive Vice President of the Arch Insurance Company, a Corporation organized and existing under the laws of the State of Missouri subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed, sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary acts for the uses and purposes therein set forth oowtotwil_ALTM oP PUdNIYLvANIA NOTARIAL SEAL tA1t1R111RIPOpNo .Notary Public (`r art al Philadelphia,Phis County lay Celeaffiton Expels July?1,2021 Michele Tnpodi Notary Public CERTIFICATION My commission expires 07/31/2021 I, Patrick K Nails, Secretary of the Arch Insurance Company,do hereby certify that the attached Power of Attorney dated March 31, 2020 on behalf of the person(s)as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is in full force and effect on the date of this certificate,and I do further certify that the said David M Finkelstein who executed the Power of Attorney as Executive Vice President,was on the date of execution of the attached Power of Attorney the duly elected Executive Vice President of the Arch Insurance Company IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the Arch Insurance Company on this 1 8th day of September 20 20 'PlOtheel Patrick K Nails, Secretary This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein and they have no authority to bind the Company except in the manner and to the extent herein stated PLEASE SEND ALL CLAIM INQUIRIES R ELATING TO THIS BOND TO THE FOLLOWING ADDRESS Arch Insurance—Surety Division 3 Parkway,Suite 1500 Co Philadelphia,PA 19102 we awae 4 HAL 1971 r$souls 00ML0013 00 03 03 Page 2 of 2 Printed in U S A 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 the11 truthfulness accuracy, or validity of that document State of California County of San Bernardino On 09/23/2020 before me, Manbel D Flores, Notary Public , (here insert name and title of the officer) personally appeared James Culwell who proved to me on the basis of satisfactory evidence to be the person $"whose name(er isfare- subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitys), and that by his/her/tte+F signature on the instrument the person4s or the entity upon behalf of which the person 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 an. official seal Signature -`� (Seal) 0 '>ti MARIBELD FLORES .` Y.= Notary Public California i '; -!..;?:. San Bernardino County 0 :-:m f., Commission r 2331866 •L‘,. " My Comm Expires Aug 18,2024