2018/10/09 NPG, Inc. CIP 19-09 EOC Trailer Grading Site ImprovementsCONTRACT SERVICES AGREEMENT FOR
CITY OF MENIFEE
crP 19-09
(EOC TRAILER GRADING SITE IMPROVEMENTS)
%- THIS CONTRACT SERVICES AGREEMENT (..Agreement',) is made and effective thisdtt'day ofBEfW20_18_ by and between the CITY OF MENIFEE, a Califomia municipal
corporation, ("City") and NPG, lnc., Califomia S-Corporation ("Contractor,'). City and Contractor
are sometimes hereinafter individually referred to as "Party" and hereinafter collectively refered
to as the "Parties".
REC]IALS
A. City has sought, by issuance ofa Request for proposals or Invitation for Bids, the
performance ofthe services defined and described particularly in Article I of this Agreement.
B. Contractor, following submission ofa proposal or bid for the performance of the
services defined and described particularly in Article I of this Agreement, was selected by city to
perform those services.
C. Pursuant to the City of Menifee's Municipal Code, City has authority to enter into
this contract Services Agreement and the city Manager has authority to execute this Agreement.
D. The Parties desire to formalize the selection olContractor lor performance ofthose
services defined and described particularly in Article I ofthis Agreement and desire that the terms
ofthat performance be as particularly defined and described herein.
OPERATTVE 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 I. SERVICES OF CONTRACTOR
l.l Scope of Services. In compliance with all terms and conditions of this Agreement,
Contractor shall provide those services specified in the Contract Documents and Specifications for
the CIP 19-09, EOC TRAILER GRADING SITE IMPROIT,MENTS, project No. CIp 19-09
("Bid Specifications") attached hereto as Exhibit B and incorporated herein by this reference,
which services may be referred to herein as the "Services." As a material inducement to city
entering into this Agreement, Contractor represents and walrants that it has the qualifications,
experience, and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent, and professional manner, and is experienced in performing
the Services contemplated herein. contractor shall at all times faithfully, competently, and to the
best of its ability, experience, and talent, perform all Services described herein. contractor
covenants that it shall follow the highest professional standards in performing the Services required
hereunder and that all materials will be ofgood quality, fit for the purpose intended. For purposes
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of this Agreement, the phrase "highest professional standards" shall mean those standards of
practice recognized by one or more first-class firms performing similar work under similar
circumstances.
1.2 Contractor's Proposal. The "Scope of Services" shall include Contractor's scope
of work or bid which is attached as Exhibit C and incorporated herein by this reference as though
fully set forth herein. In the event ofany inconsistency between the terms of such proposal and
this Agreement, the terms of this Agreement shall govem.
1.3 Conrpliance with Law. Contractor and an y subcontractor shall comply with all
applicable local, state, and federal laws and regulations applicable to the performance ofthe work
hereunder. Contractor shall not hire or employ any person to perform work within City or allow
any person to perform the Services required under this Agreement unless such person is properly
documented and legally entitled to be employed within the United States. Any and all work subject
to prevailing wages, as determined by the Director oflndustrial Relations ofthe State ofCalifomia,
will be the minimum paid to all laborers, including Contractor's employee and subcontractors. It
is understood that it is the responsibility of Contractor to determine the correct scale. The State
Prevailing Wage Rates may be obtained from the Califomia Department of Industrial Relations
("DIR") pursuant to Califomia Public Utilities Code, Sections 465,466, and 467 by calling 415-
703-4774. Appropriate records demonstrating compliance with such requirement shall be
maintained in a safe and secure location at all times, and readily available at City's request.
Contractor shall indemnifu, defend, and hold City and its elected and appointed boards, members,
oflicials, officers, agents, representatives, employees, and volunteers harmless from and against
any liability, loss, damage, cost or expenses (including but not limited to reasonable attomeys'
fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings)
arising from or related to (i) the noncompliance by Contractor or any party performing the Services
of any applicable local, state, and/or federal law, including, without limitation, any applicable
federal and/or state labor laws (including, without limitation, the requirement to pay state
prevailing wages and hire apprentices); (ii) the implementation of Secrion 178 I ofthe Labor Code,
as the same may be amended from time to time, or any other similar law; and/or (iii) failure by
Contractor or any party performing the Services to provide any required disclosure or identification
as required by Labor Code Section 1781, as the same may be amended from time to time, or any
other similar law. It is agreed by the Parties that, in connection with performance of the Services,
including, without limitation, any and all public works (as defined by applicable law), Contractor
shall bear all risks of payment or non-payment ofprevailing wages under Califomia law and/or
the implementation of Labor Code Section 1781, as the same may be amended from time to time,
and.ior any other similar [aw. Contractor acknowledges and agrees that it shall be independently
responsible for reviewing the applicable laws and regulations and effectuating compliance with
such [aws. Contractor shall require the same ofall subcontractors.
1.4 Licenses. Perm lts Fees and Assessments. Contractor shall obtain at its sole cost
and expense such licenses, permits, and approvals as may be required by law for the perfomance
of the Services required by this Agreement. Contractor and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required 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
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law and arise from or are necessary for Contractor's performance ofthe Services required by this
Agreement, and shall indemnifu, defend and hold harmless City, its officers, employees or agents
of City, against any such fees, assessments, taxes, penalties or interest levied, assessed, or imposed
against City hereunder. In addition to the foregoing, Contractor and any subcontractors shall
obtain and maintain during the term of this Agreement valid Business Licenses from City.
1.5 Familiaritv with Work. B y executing this Agreement, Contractor warrants that
Contractor (i) has thoroughly investigated and considered the Scope of Services to be performed,
(ii) has carefully considered how the Services should be performed, and (iii) fully understands the
facilities, difficulties, and restrictions attending performance ofthe 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 the Services hereunder. Should Contractor discover any latent or unknown
conditions, which will materially affect the performance of the Services hereunder, Contractor
shall immediately inform City of such fact and shall not proceed until written instructions are
received from the Contract Officer.
I .6 Care of Services. Contractor shall adopt reasonable methods during the life ofthis
Agreement to furnish continuous protection to the Services, and the equipment, materials, papers,
documents, plans, studies, and/or other components thereofto prevent losses or damages, and shall
be responsible for all such damages, to persons or property, until acceptance of the Services by
City, except such losses or damages as may be caused by City's own negligence.
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1.7 Warranty. Contractor warrants all work under this Agreement (which for purposes
ofthis Section shall be deemed to include unauthorized work which has not been removed and any
non-conforming materials incorporated into the work) to be of good quality and free from any
defective or faulty material and workmanship. Contractor agrees that for a period ofone (l) year
(or the period of time specified elsewhere in this Agreement or in any guarantee or walranty
provided by any manufacturer or supplier of equipment or materials incorporated into the work,
whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after
being notified in writing by City ofany defect in the work or non-conformance ofthe work to this
Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of
the warranty at Contractor's sole cost and expense. Contractor shall act sooner as requested by
City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair
and replace any portions of the work (or work of other contractors) damaged by Contractor's
defective work or which becomes damaged in the course olrepairing or replacing defective work.
For any work so corrected, Contractor's obligation hereunder to correct defective work shall be
reinstated for an additional one (1) year period, commencing with the date ol acceptance ofsuch
corrected work. Contractor shall perform such tests as City may require to verify that any
corective actions, including, without limitation, redesign, repairs, and replacements comply with
the requirements ofthis Agreement. All costs associated with such corrective actions and testing,
including the removal, replacement, and reinstitution ofequipment and materials necessary to gain
access, shall be the sole responsibility of Contractor. All warranties and guarantees of
subcontractors, suppliers, and manufacturers with respect to any portion ol the work, whether
express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of
whether or not such warranties and guarantees have been transferred or assigned to City by
separate agreement and Contractor agrees to enforce such warranties and guarantees, ifnecessary,
1.8 Prevailing Wages. Contractor is aware of the requirements of Califomia Labor
Code Sections 1720, et seq., ard 1770, et seq.,as well as California Code of Regulations, Title 8,
Sections 1600, et seq., ("Prevailing Wage Laws"), which require the payment ofprevailing wage
rates and the performance ofother requirements on "Public works" and "Maintenance" projects.
If the Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE
THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of
palroll records and the employment of apprentices. A copy of the general prevailing wage rate
determination is on file in the Office of the City Clerk and is hereby incorporated in this
Agreement. Contractor shall make copies ofthe prevailing rates ofper diem wages for each craft,
classification, or type ofworker needed to execute the Services available to interested parties upon
request, and shall post copies at Contractor's principal place of business and at the project site.
The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour
Iaws will be enforced. In accordance with the provisions of Labor Code Sections l8l0 et seq.,
eight (8) hours is the legal working day. Contractor must forfeit to City TWENTY FIVE
DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours
when Contractor does not pay overtime. Contractor shall defend (with counsel selected by City),
indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless
from any claim or liability arising out ofany failure or alleged failure to comply with the Prevailing
Wage Laws.
1.9 Fufther 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 ofthe other.
1.10 Additional Services. City shall have the right at any time during the performance
ofthe Services, without invalidating this Agreement, to order extra work beyond that specified in
the Scope of Services or make changes by altering, adding to, or deducting from said work. No
such extra work may be undertaken unless a written change order is first given by the Contract
Officer to Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the
time to perform this Agreement, which said adjustments are subject to the written approval of
Contractor. Any increase in compensation of up to five percent (5%) of the Contract Sum or
TWENTY-FIVE THOUSAND DOLLARS ($25,000), whichever is less; or in the time to perform
of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater
increases, taken either separately or cumulatively must be approved by the City Council of City.
It is expressly understood by Contractor that the provisions of this Section shall not apply to work
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on behalfofCity. 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
Cily, 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 City for any expenses incurred hereunder
upon demand. This provision may be waived in Exhibit A if the services hereunder do not include
construction of any improvements or the supplying of equipment or materials.
specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor
hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope
of Services may be more costly or time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefore.
I . I 1 Soecial Reouirements. 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 A and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A
shall govem.
2.1 Contracl Sum. S ubject to any limitations set forth in this Agreement, City agrees
to pay Contractor the amounts specified in the Bid Specifications and incorporated herein by this
reference. The total compensation, including reimbursement for actual expenses, shall not exceed
Fourteen Thousand Nine Hundred Ninety Dollars atrd Zero Cents ($14,990.00) (the "Contract
Sum"), unless additional compensation is approved pursuant to Section 1.1 0.
2.2 Method of Co mn ensa tlon . 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 ofthe Services, (iii) payment for time and materials based upon Contractor's rates
as specified in the "Schedule ofCompensation" in the Bid Specifications, and incorporated herein
by this reference, provided that time estimates are provided for the performance of subtasks, but
not exceeding the Contract Sum, or (iv) such other methods as may be specified in the Schedule
of Compensation.
2.3 Reimbursable Expenses. Com pensation 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 ofan approved subcontractor
pursuant to Section 4.5, and only ifspecified in the Schedule ofCompensation. The Contract Sum
shall include the attendance ofContractor at all project meetings reasonably deemed necessary by
City. Coordination of the performance of the Services 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. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Subcontractor charges shall also be detailed by such categories.
City shall independently review each invoice submitted by Contractor to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Contractor
which are disputed by City, or as provided in Section 7.3, City wi[[ use its best efforts lo cause
Contractor to be paid within forty-five (45) days ofreceipt ofContractor's correct and undisputed
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
invoice. In the event any charges or expenses are disputed by City, the original invoice shall be
retumed by City to Contractor for correction and resubmission.
lnvoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.5 Annual Appropriation of Fundine. In accord with Article 16 Section 18 of the
Califomia Constitution, payment of compensation under this Agreement is contingent upon annual
appropriation of funds by City for that purpose. Contractor acknowledges and agrees that to the
extent that the Services provided under this Agreement extend beyond one (l) fiscal year, payment
for such Services is expressly conditioned on City's annual appropriation of funds for such
Services for each year. If no funds are appropriated then this Agreement shall be terminated. City
pledges and agrees to process such appropriation requests annually and in good faith. Nothing in
this Section shall be construed to limit the right of either Pa(y to terminate this Agreement as
provided herein.
2.6 Waiver. Pa)rynent to Contractor for Sewices performed pursuant to this Agreement
shall not be deemed to waive any defects in work performed by Contractor.
ARTICLE 3. PE o E HED E
3. t Time of Essence. Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance. Contractor shall commence the Services pursuant to this
Agreement upon receipt of a written notice to proceed and shall perform all Services within the
time period(s) established in the "Time Limits of Work" in the Bid Specifications, and
incorporated herein by this reference ("schedule of Performance"). When requested by
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 Maieure. The time period(s) specified in the Schedule of Performance lbr
performance ofthe Services rendered pursuant to this Agreement shall be extended because ofany
delays due to unforeseeable causes beyond the control and without the fault or negligence ol
Contractor, including, but not restricted to, acts ofGod or ofthe public enemy, unusually severe
weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and/or acts ofany govemmental agency, including City, ifContractor
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing ofthe causes ofthe delay. The Contract OIIcer shall ascertain the facts and the extent of
delay, and extend the time for performing the Services for the period ofthe 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 City for any delay in the performance of this
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Agreernent, however caused, Contractor's sole remedy being extension ofthis Agreement pursuant
to this Section.
3.4 Inspection and Final Acceptance. Ci ty 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 forth five (45) days after submitted to City. City
shall accept work by a timely written acceptance, otherwise work shall be deemed to have been
rejected. City's acceptance shall be conclusive as to such work except with respect to latent
defects, fraud, and such gross mistakes as amount to fraud. Acceptance ofany work by City shall
not constitute a waiver of any of the provisions of this Agreement including, but not limited to,
Article 5, pertaining to indemnification and insurance, respectively.
3.5 Term. The term of this Agreement sha[[ begin on S_Eplgrnlgl] ZIb 2018. Unless
earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue
in full force and effect until final approval and acceptance ofthe project by the Contract Officer.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Cont!4ctor. The lbllowin g 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:
Jeff S. Nelson President
(Name)
Sharon Nelson
(Title)
cFo
(Name)
Jeff M. Nelson
(Title)
Vice President
(Name)(Title)
It is expressly understood that the experience, knowledge, capability, and
reputation of the Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals shall be responsible during the term of this Agreement for directing all
activities of Contractor and devoting sufficient time to personally supervise the Services
hereunder. All personnel ol Contractor, and any authorized agents, shall at all times be under the
exclusive direction and control ofthe Principals. For purposes of this Agreement, the Principals
may not be replaced nor may their responsibilities be substantia[[y reduced by Contractor without
the express written approval of City. Additionally, Contractor shall make every reasonable effort
to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned
to perform the Services required underthis Agreement. Contractor shall notify Cityof 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.
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4.2 Status ofContractor. Contractor shall have no authority to bind City in any manner,
or to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by
contract or otherwise, unless such authority is expressly conferred under this Agreement or is
otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner
represent that Contractor or any of Contractor's officers, employees, or agents are in any manner
officials, officers, employees, or agents of City. City shall not be liable for compensation or
indemnification to Contractor for injury or sickness arising out of performing the Services
hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors
providing services under this Agreement shall not qualify for or become entitled to any
compensation, benefit, or any incident of employment by City, including but not limited to
eligibility to enroll in the Califomia Public Employees Retirement System ("PERS") as an
employee of City and entitlement to any contribution to be paid by City for employer contributions
and/or employee contributions for PERS benefits. Contractor expressly waives any claim
Contractor may have to any such rights.
4.3 Contract Officer. The "Contract Officer" shall be such person as may be designated
by the City Manager of City. It shall be Contractor's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the Services and 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
Oflicer. The Contract Officer shall have authority, if specified in writing by the City Manager, to
sign all documents on behalf of City required hereunder to carry out the terms ofthis Agreement.
4.4 Independent Contractor. Neither Ci ty nor any of its employees shall have any
control over the manner, mode, or means by which Contractor, its agents, or employees, perform
the Services required herein, except as otherwise set forth herein. City shall have no voice in the
selection, discharge, supervision, or control of Contractor's employees, servants, representatives,
or agents, or in fixing their number, compensation, or hours of service. Contractor shall perform
all Services required herein as an independent contractor of City and shall remain at all times as to
City a wholly independent contractor with only such obligations as are consistent with that role.
Contractor shall not at any time or in any manner represent that it or any ofits agents or employees
are agents or employees ofCity. City shall not in any way or for anypurpose become orbe deemed
to be a padner of Contractor in its business or otherwise or a joint venturer or a member of any
joint enterprise wilh Contractor.
4.5 Prohibition Against Subcontractins or Assisnment. The experience, knowledge,
capability, and reputation of Contractor, its principals, and employees were a substantial
inducement for 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 City. ln addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or control of
Contractor, taking all translers 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 Contractor or any surety of Contractor of any liability hereunder
without the express consent of City.
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4.6 Utility Relocation. Ci ty is responsible for removal, relocation, or protection of
existing main or trunkline utilities to the extent such utilities were not identified in the invitation
for bids or specifications. City shall reimburse Contractor for any costs incurred in locating,
repairing damage not caused by Contractor, and removing or relocating such unidentified utility
facilities. Contractor sha[[ not be assessed liquidated damages for delay arising from the removal
or relocation of such unidentified utility facilities.
4.7 Trenches or Excavations. Purcuant to Califomia Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more than
four (4) feet in depth, the following sha[[ apply.
(a) Contractor shall promptly, and before the following conditions are
disturbed, notify City, in writing, of any: (l) material that Contractor believes may be material
that is hazardous waste, as defined in Section 25 I 17 ofthe Health and Safety Code, that is required
to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of
existing law; (2) subsurface or latent physical conditions at the site different from those indicated
by information about the site made available to bidders prior to the deadline for submitting bids;
or (3) unknown physical conditions at the site of any unusual nature, different materially from
those ordinarily encountered and generally recognized as inherent in work of the character
provided for in this Agreement.
(b) City shalt promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase
in Contractor's cost of, or the time required for, performance ofany part ofthe work shall issue a
change order per Section I .10 of this Agreement.
(c) That, 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 provided for by this Agreement, but shall
proceed with all work to be performed under this Agreement. Contractor shall retain any and all
rights provided either by contract or by law which pertain to the resolution ofdisputes and protests
belween the contracting Parlies.
4.8 Safetv. Contractor shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out the Services, Contractor shall at all times be in
compliance with all applicable local, state, and federal [aws, rules and regulations, and shall
exercise all necessary precautions for the safety ofemployees appropriate to the nature ofthe work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance ofall safety measures.
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ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 InsuranceCoverage.
Contractor shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees, and agents of City:
(a)Comprehensive General Liability Insurance (Occurrcnce Form CG000l or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury, and property damage. Claims-made, modified, limited, or
restricted occurrence forms are not acceptable without prior written consent from City. The policy
of insurance shall be in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per
occunence, TWO MILLION DOLLARS (52,000,000.00) in the general aggregate, and TWO
MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. The general
aggregate limit shall apply separately to the Services to be performed under this Agreement.
The policy definition of "insured contract" shall include assumptions of liability
arising out ofboth ongoing operations and products-completed operations hazard as set forth in
"f' definition in form CG 0001, or equivalent.
The policy must cover inter-insured suits and include a "Separation oflnsureds" or
"severability'' clause which treats each insured separately.
The insurance must be maintained for at least one (l ) year following the completion
of the Services or the expiration or termination of this Agreement.
(b)Worker's Compensation lnsurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of Califomia, including
Section 3700 ofthe Califomia Labor Code, and which shall indemnify, insure, and provide legal
defense for both Contractor and City against any loss, claim or damage arising from any injuries
or occupational diseases occurring to any worker employed by or any persons retained by
Contractor in the course of canlng out the Services contemplated in this Agreement. The
worker's compensation policy of insurance shall be in an amount not less than ONE MILLION
DOLLARS (S1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease
per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy.
(c)Automotive Insurance (Form CA 000 t (Ed l/87)ncluding "anv auto" antl
endorsement CA 0025 or equivalent)A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than ONE
MILLION DOLLARS (S 1,000,000.00). Said policy shall include coverage for owned, non-
owned, leased, and hired cars.
(d) Professional Liabilitv. Professional liability insurance appropriate to
Contractor's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of, or related to the Services
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performed under this Agreement. The insurance must be maintained for at least five (5)
consecutive years following the completion ofthe Services or the expiration or termination ofthis
Agreement. During this additional five (5)-year period, Contractor shall annually and upon request
of City submit written evidence of this continuous coverage.
(e) Pollution Liability. A policy ofpollution liability insurance written on a per
occurrence for bodily injury, personal injury and property damage. The policy of insurance shall
be in an amount not less than ONE MILLION DOLLARS ($ I,000,000.00) per pollution incident
and ONE MILLION DOLLARS ($1,000,000.00) in the general aggregate. The policy shall apply
to any incidents at or from any location on which Contractor performs the Services under this
Agreement.
The insurance must be maintained for at least one (l) year following the
completion ofContractor's services or the expiration or termination of this Agreement.
(0 Addittoq4llruulaasg. Policies of such other insurance, as ma y be required
in the Special Requirements in Exhibit A.
5.2 General Insurance Requirements. All of the above policies of insurance shall be
primary insurance and shall name City, its elected and appointed officers, employees, agents, and
authorized volunteers as additional insureds and any insurance maintained by City or its officers,
employees, agents, or authorized volunteers shall apply in excess of, and not contribute with,
Contractor's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against City, its officers, employees, agents, authorized volunteers, and
their respective insurers.
Prior written consent from City is required if any of the said policies have a
deductible or self-insured retention in excess of TWENTY-FIVE THOUSAND
DOLLARS ($2s,000).
Contractor shall provide written notice to City within ten (10) working days if:
( I ) any ofthe required insurance policies is terminated; (2) the limits ofany ofthe required polices
are reduced; or (3) the deductible or self insured retention is increased. In the event any of said
policies of insurance are cancelled, Contractor shall, prior to the cancellation date, submit new
evidence of insurance in conformance with Section 5.1 to the Contract Officer.
No Services under this Agreement shall commence until Contractor has provided
City with original endorsements effecting coverage set foflh in this A(icle 5. The endorsements
are to be signed by a person authorized by that insurer to bind coverage on its behalf. The
endorsement is to be on forms provided by or approved by City. As an alternative to City-approved
forms, Contractor may provide complete certified copies of all required insurance policies,
including endorsements affecting the coverage. City reserves the right to inspect complete,
certified copies of all required insurance policies at any time. Any failure to comply with the
reporting or other provisions of the policies including breaches or warranties shall not affect
coverage provided to City.
City and its officers, employees, agents, and authorized volunteers shall be covered
as additional insureds with respect to each ofthe following: liability arising out of the Services
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performed by or on behalfofContractor, including the insured's general supervision ofContractor;
products and completed operations of Contractor, as applicable; premises owned, occupied, or
used by Contractor; and automobiles owned, leased, or used by Contractor in the course of
providing the Services pursuant to this Agreement. The coverage shall contain no special
limitations on the scope of protection afforded to City or its officers, employees, agents, or
authorized volunteers. Contractor's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits ofthe insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects City or its respective elected or appointed officers, officials,
employees, and volunteers or Contractor shall procure a bond guaranteeing payment oflosses and
related investigations, claim administration, defense expenses, and claims. Contractor agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which Contractor may be held responsible for the payment ofdamages to any persons or property
resulting from Contractor's activities or the activities of any person or persons for which
Contractor is otherwise responsible nor shall it limit Contractor's indemnification liabilities as
provided in Section 5.3.
In the event Contractor subcontracts any portion ofthe Services in compliance with
Section 4.5 of this Agreement, the contract between Contractor and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that Contractor is required to
maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.
5.3 Indelonifiealrs4. To the full extent permitted by law, Contractor agrees to
indemnify, defend, and hold harmless City, its officers, employees, agents, and volunteers
("lndemnified Parties") from and against any and all actions, either judicial, administrative,
arbitration, or regulatory, damages to persons or propety, losses, costs, penalties, obligations,
errors, omissions, or liabilities whether actual or threatened ("Claims or Liabilities") that may be
asserted or claimed by any person, firm, or entity arising out of or in connection with the
performance of the Services, operations, or activities provided herein of Contractor, its officers,
imployees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is
legally liable ("lndemnors"), or arising from Contractor's reckless or willful misconduct, or arising
from Contractor's or Indemnors' negligent performance of or failure to perform any terrn,
provision, covenant, or condition of this Agreement, and in connection therewith:
(a) Contractor shall defend (with counsel selected by City) any action or actions
filed in connection with any of said Claims or Liabilities and will pay all costs and expenses,
including legat costs and attomeys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against City, its
officers, agents, or employees for any such Claims or Liabilities arising out ofor in connection
with the performance ofor failure to perform such Seruices, operations or activities of Contractor
hereunder; and Contractor agrees to save and hold City, its oflicers, agents, and employees
harmless therefrom;
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(c) In the event 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 ofor in connection with the performance ofor failure to perform the Services, operation
or activities of Contractor hereunder, Contractor agrees to pay to City, its ofhcers, agents, or
employees, any and all costs and expenses incurred by City, its officers, agents, or employees in
such action or proceeding, including but not limited to, legal costs and attomeys' fees.
Contractor shall incorporate similar indemnity agreements with its subcontractors
and if it fails to do so Contractor shall be fully responsible to indemnify City, and failure of City
to monitor compliance with these provisions shall not be a waiver hereof. This indemnification
includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or
reckless or willful misconduct ofContractor in the performance ofprofessional services hereunder.
The provisions ofthis 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 ofContractor and shall survive termination of this Agreement.
5.4 Pavrnent and Performancc Bond . Concurrently with execution of this Agreement,
Contractor shall deliver to City a payment (labor and materials) bond and a performance bond,
each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which
secures the faithful performance ofthis Agreement. The bonds shall contain the original notarized
signature ofan authorized officer of the surety and affixed thereto shall be a certified and current
copy of his power of attomey. The bonds shall be unconditional and remain in force during the
entire term of this Agreement and shall be null and void only if Contractor promptly and faithfully
performs all terms and conditions of this Agreement.
5.5 Sufficiency of Insurer or Surety. Insurance or 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 ofBest Rating Guide, The Key Rating Guide, or in the Federal
Register, and only ifthey are ofa financial category Class VII or better, unless such requirements
are waived by the Contract Officer due to unique circumstances. Ifthis Agreement continues for
more than three (3) years duration, or in the event the Contract Officer determines that the Services
to be performed under this Agreement creates an increased or decreased risk of loss to City,
Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by Section 5.4 may be changed accordingly upon receipt of written notice from the
Contract Ofhcer; provided that Contractor shall have the right to appeal a determination of
increased coverage by the Contract Officer to the City Council of City within ten (10) days of
receipt of notice from the Contract Officer.
5.6 Substitution of Securities. Pursuant to Public Contract Code Section 22300
substitution ofeligible equivalent securities for any moneys withheld to ensure performance under
this Agreement may be permitted at the request and expense ofContractor.
ARTICLE 6. RECORDS, REPOR]'S,AND RELEASE OF INFORMATION.
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6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers
books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to
payroll reports), studies, or other documents relating to the disbursements charged to City and the
Services performed hereunder (the "Books and Records"), as shall be necessary to perlorm the
Services required by this Agreement and enable the Contract Officer to evaluate the performance
ofsuch Services. Any and all such Books and Records 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
Books and Records. Such Books and Records shall be maintained for a period ofthree (3) years
following completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contractor's business,
custody of the Books and Records may be given to City, and access shall be provided by
Contractor's successor in interest. Under Califomia Govemment Code Section 8546.7, if the
amount of public funds expended under this Agreement exceeds TEN THOUSAND
DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit ofthe State
Auditor, at the request of City or as part ofany audit of City, for a period of three (3) years after
final payment under this Agreement.
6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports conceming the performance of the Services required by this Agreement as the
Contract Offrcer shall require. Contractor hereby acknowledges that City is greatly concemed
about the cost of the 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 ofthe Services contemplated herein
or, if Contractor is providing design services, the cost of the project being designed, Contractor
shall promptly notify the Contract Officer of said fact, circumstance, technique, or event and the
estimated increased or decreased cost related thereto and, if Contractor is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other
materials plans, drawings, estimates, test data, survey results, models, renderings, and other
documents or works of authorship fixed in any tangible medium of expression, including but not
limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any
other medium (the "Documents and Materials") prepared or caused to be prepared by Contractor,
its employees, subcontractors, and agents in the performance of this Agreement shall be the
propedy of City and shall be delivered to City upon request of the Contract Officer or upon the
expiration or 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 ofthe Documents and Materials hereunder. Any use, reuse
or assignment of such completed Documents and Materials for other projects and/or use of
uncompleted documents without specific written authorization by Contractor will be at City's sole
risk and without liability to Contractor, and Contractor's guarantee and wananties shall not extend
to such use, revise, or assignment. Contractor may retain copies of such Documents and Materials
for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City ofany Documents and Materials prepared
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by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages resulting therefrom.
6.4 Licensins of Intellectual Property. This A greement creates a non-exclusive and
perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs,
rights of reproduction, and other intellectual property embodied in the Documents and Materials.
Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive
and perpetual license for the Documents and Materials the subcontractor prepares under this
Agreement. Contractor represents and warrants that Contractor has the legal right to license any
and all of the Documents and Materials. Contractor makes no such representation and warranty
in regard to the Documents and Materials which were prepared by design professionals other than
Contractor or provided to Contractor by City. City shall not be limited in any way in its use of the
Documents and Materials at any time, provided that any such use not within the purposes intended
by this Agreement shall be at City's sole risk.
6.5 Conhden SE f Information
(a) Al[ information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Offrcer.
(b) Contractor, its officers, employees, agents, or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attomey, voluntarily provide documents, declarations, letters ofsupport, testimony at depositions,
response to interrogatories, or other information conceming the work performed under this
Agreement. Response to a subpoena or court order shall not be considered voluntary so long as
Contractor gives City notice of such court order or subpoena.
(c) If Contractor, or any officer, employee, agent, or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs, and
fees, including attomeys' fees, caused by or incurred as a result ofContractor's conduct.
(d) Contractor shall promptly notify City should Contractor, its offltcers,
employees, agents, or subcontractors be served with any sununons, 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 Services
performed thereunder. 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
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7.1 Califomia 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 conceming any dispute, claim, or matter arising out ofor in relation to
this Agreement shall be instituted in the Superior Court of the County of Riverside, State of
Califomia, or any other appropriate court in such county, and Contractor covenants and agrees to
submit to the personal jurisdiction ofsuch court in the event ofsuch action. In the event oflitigation
in a U.S. District Court, venue shall lie exclusively in the Central District of Califomia, in
Riverside.
7.2 Disputesl Default. In the event that Contractor is in default under the terms of this
Agreement, City shall not have any obligation or duty to continue compensating Contractor for
any of the Services performed after the date of default. Instead, 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, ifcircumstances warrant. During the period of time that Contractor
is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the altemative, 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, City
may take necessary steps to terminate this Agreement under this Article. Any failure on the part
of City to give notice of Contractor's default shall not be deemed to result in a waiver of City's
legal rights or any rights arising out of any provision of this Agreement.
7 .3 Retention of Funds. Contractor hereby authorizes City to retain and deduct from
any amount payable to Contractor not exceeding five percent (5%) ofthe Contract Sum (whether
or not arising out of this Agreement) as security for performance of this Agreement. The retained
funds shall be paid to Contractor within sixty (60) days after final acceptance ofthe Services by
the City Council of City and after Contractor has fumished City with full release of all undisputed
payments under this Agreement. In the event there are any claims specifically excluded by
Contractor from the operation ofthe release, City may retain proceeds ofup to one hundred fifty
percent ( I 50%) of the amount in dispute. The failure of City to exercise such right to deduct or to
withhold shall not, however, affect the obligations ofContractor to insure, indemnify, and protect
City as provided in this Agreement.
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 ofany breach ofthe provisions of this Agreement shall not constitute a waiver ofany
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City ofany work or services by Contractor shall not constitute a waiver
ofany of the provisions of this Agreement. No delay or omission in the exercise ofany right or
remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed
as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver
ofany other default conceming the same or any other provision of this Agreement.
7 .5 fuchts and Remedies are Cumulative. Exc ept with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and rernedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or remedies shall not
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preclude the exercise by it, at the same or different times, ofany other rights or remedies for the
same default or any other default by the other Pafiy.
7.6 Leqal Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, corect, 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 ofthis Agreement.
7 .7 Liquidated Damages. Since the delermination of actual dama ges lor any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the
event ofa breach of this Agreement, Contractor and its sureties shall be liable for and shall pay to
City the sum of FIVE HUNDRED DOLLARS ($500.00) as liquidated damages for each working
day of delay in the performance of any of the Services required hereunder, as specilted in the
Schedule of Performance. City may withhold from any monies payable on account of the Services
perfomed by Contractor any accrued liquidated damages.
7.8 T n Ex iration of Tenn This Section 7.8 shall govem any
termination of this Agreement except as specifically provided in the following Section 7.9 for
termination for cause. City reserves the right to terminate this Contract at any time, with or without
cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to
the fault of Contractor, the period of notice may be such shorter time as may be determined by the
Contract Officer. In addition, Contractor reserves the right to terminate this Agreement 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 City, the period ofnotice may be such shorter time as 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 Contractor has initiated termination, Contractor shall be entitled to compensation for a[[
Services rendered prior to the effective date of the notice of termination and for any Services
authorized by the Contract Oflicer thereafter in accordance with the Schedule ofCompensation or
such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event
Contractor has initiated termination, Contractor shall be entitled to compensation only for the
reasonable value of the work product actually produced hereunder. In the event of termination
without cause pursuant to this Section, the terminating Party need not provide the non-terminating
Party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Delault of Contractor. If termination is due to the failure of
Contractor to fulfill its obligations under this Agreement, City may, after compliance with the
provisions ofSection 7.2, take over the Services and prosecute the same to completion by contract
or otherwise, and Contractor shall be liable to the extent that the total cost for completion ofthe
Services required hereunder exceeds the compensation herein stipulated (provided that City shall
use reasonable efforts to mitigate such damages), and City may withhold any payments to
Contractor for the purpose of seloff or partial payment of the amounts owed City as previously
stated-
7 .10 Attomeys' Fees. If either P arly to this Agreement is required to initiatc or defend
or made a Party to any action or proceeding in any way connected with this Agreement, the
prevailing Party in such action or proceeding, in addition to any other relief which may be gmnted,
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whether legal or equitable, shall be entitled to reasonable attomeys' fees; provided, however, that
the attomeys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City
for legal services multiplied by the reasonable number of hours spent by the prevailing Party in
the conduct of the litigation. Attomeys' fees shall include attomeys' fees on any appeal, and in
addition a Party entitled to attomeys' fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery, and all other necessary costs the court
allows which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is prosecuted
to judgment. The court may set such fees in the same action or in a separate action brought for
that purpose.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON.DISCRIMINATION
8.1 Non-liabilitv ol Citv Officers and Emolovees. N o officer, oflicial, employee,
agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor
in interest, in the event ofany default or breach by City or for any amount which may become due
to Contractor or to its successor, or for breach ofany obligation of the terms of this Agreement.
8.2 Conflict oflnterest. Contractor covenants that neither it, nor an y officer or principal
of it, 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 the
Services under this Agreement. Contractor further covenants that in the performance of this
Agreement, no person having any such interest shall be employed by it as an officer, employee,
agent, or subcontractor without the express written consent of the Contract Officer. Contractor
agrees to at all times avoid conflicts of interest or the appearance ofany conflicts of interest with
the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or indirect,
in this Agreement nor shall any such officer or employee participate in any decision relating to
this Agreement which effects his financial interest or the financial interest of any corporation,
partnership or association in which he is, directly or indirectly, interested, in violation ofany State
statute or regulation. 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, b y and for itselt, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of any
impermissible classification including, but not limited to, race, color, creed, religion, sex, marital
status, sexual orientation, national origin, or ancestry in the performance of this Agreement.
Contractor shall take affirmative action to insure that applicants are employed and that employees
are treated during employment without regard to their race, color, creed, religion, sex, marital
status, sexual orientation, national origin, or ancestry.
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.A. $$ I l0l, et seq., as
amended, and in connection therewith, shall not ernploy unauthorized aliens as defined therein.
Should Contractor so employ such unauthorized aliens for the performance ofthe Services covered
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ARTICLE9. MISCELLANEOUSPROVISIONS
9.1 Notices. Any notice, demand, request, document, consent, approval, or
communication either Party desires or is required to give to the other Party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
City, to the City Manager and to the attention of the Contract Officer, CITY OF MENIFEE,Z9714
Haun Road, Menifee, CA 92586 and in the case of Contractor, to the person at the address
designated on the execution page of this Agreement. Either Party may change its address by
notifying the other Party of the change of address in writing. Notice shall be deemed
communicated at the time personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
9.2 Unfair Business Practices Claims. In enterin g into this Agreement, Contractor
offers and agrees to assign to City all rights, title, and interest in and to all causes ofaction it may
have under Section 4 of the Clayon Act ( l5 U.S.C. $ I 5) 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 City renders final payment to Contractor without
further acknowledgment of the Parties.
9.3 Interpretation. The terms of this A greement shall be construed in accordance with
the meaning ofthe language used and shall not be construed for or against either Party by reason
of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.4 Article and Section Headinss and Subheadines. The article and section head lngs
and subheadings contained in this Agreement are included for convenience only and shall not limit
or otherwise affect the terms of this Agreement.
9.5 Countemarts. This A greement 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.
9.6 Inteeration:Amendment. This.A greement 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, alrangements, agreements,
and understandings, ifany, between the Parties, and none shall be used to interpret this Agreement.
No amendment to or modification of this Agreement shall be valid unless made in writing and
approved by Contractor and by the City Council of City. The Parties agree that this requirement
for written modifications cannot be waived and that any attempted waiver shall be void.
9.7 Severability. In the event that any one or more of the articles, phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
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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 ofall such
liabilities or sanctions imposed, together with any and all costs, including attomeys' fees, incurred
by City.
9.8 No Third Partv Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
9.9 Execution of Contract. The persons executing this Agreement on behalf of each of
the Parties hereto represent and warant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so
executing this Agreement, such Party is formally bound to the provisions of this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound. This Agreement shall be binding upon the heirs, executors,
administrators, successors, and assigns of the Parties.
[SIGNATURES ON FOLLOWINC PAGE]
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unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles,
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 ofthe basic benefit oftheir
bargain or renders this Agreement meaningless.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
and year first-above written.
AGENCY:CONTRA
CITY OF MENIFEE NPG
Armando G. V City Manager
S Manw City C
APPROVED AS TO FORM:
By:
n!President
elson, CFO
035696
T
Contractor's City Business License
Perris cA 92571
elching, City
NOTE: 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.
267tl031858-0001
7610667.2 a05/l l/18 -21-
Jeff S.
# 6647191]-B- -l.2
Siate Contractor License No. & Cl'urt
Address:
I 354 let Wav
I
Jefr*d r.
Two signatures are required if a corporation.
EXHIBIT A
SPECIAL REQUIREMENTS
267 t/0t 1858-0001
7610667.2.05/ll/18
EXHIBIT B
CONTRACT DOCUMENTS AND SPECIFICATIONS
CITY OF MENIFEE
cIP 19-09
(EOC TRAILER GRADING SITE IMPROVEMENTS)
2671/01I858-0001
7610667.2 a05/l l/ l8 Exhibit B
rll. (i6o) lllr.96r,0 lle.r Dirnion
Pll, (95t)910-02u{,
W€ Handl. All Phases olAsphatt
HOA Sp€ci.li.t
"lt hc.c l acx.itl &. Qualilr ('oftntt"(onr, l.k. roorre
r r i n!,e.$ttrlr.oh
$ ll t8
Curb. CEdc & Conpl.l
2ti49 AEdl.y RGrd
Son Ciry. CA 9:586
t
ASPHAL
CONTRACT# 55-I9I32
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267tl011853-0001
7630667.2 a05/l l/18
P() B{r ll!r.Pdrr.CA glJ;l
1
Not-to-Exceed Fourteen Thousand Nine Hundred Ninety Dollars and Zero Cents ($f4,990.00)
The Contract Price for performing all Work described in the Contract Documents, including labor,
materials, services and equipment is the total amount ofall lump sum items and ofall unit price sums,
determined by multiplying the unit price for each item times the actual quantity ofeach such item, as
determined by the Agency.
EXHIBIT C
CONTRACTOR'S PRICE
2671l011858-0001
7610667.2 a05/31/18 Exhibit C
2
267rl031858-0001
7630667.2 a00/00/Q0
EXHIBIT D
INSURANCE
2671/01 | 85E{00 |
7610667.2 a00/00/00 Exhibit D