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HomeMy Public PortalAboutCORRAL CONSTRUCTION & DEVELOPMENT, INC - Increase AmountAMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("First Amendment") by and between the CITY OF CARSON, a municipal corporation ("City") and Corral Construction & Development Inc., a California Corporation ("Contractor") is effective as of the 4A day of IA%� 1 , 2017. RECITALS A. City and Contractor entered into that certain Agreement for Contract Services dated September 22, 2016 ("Agreement") whereby Contractor agreed to provide construction work at Mills Park located at 1340 E. Diamondale Drive in the City of Carson ("Bid Specification No. 16-08"), including but not limited to remodel of the kitchen, activity room, and the office area for a contract sum of Sixty Two Thousand Four Hundred Eighty Dollars ($62,480). B. On November 23, 2016, Contractor submitted a change order for additional work in the amount of Six Hundred Seventy Two Dollars ($672), which is within the expenditure contingency limit authorized by City Council at the time the Agreement was approved. C. City and Contractor now desire to formally amend the Agreement to provide for the additional work at the project site and to increase the Contract Sum accordingly. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold & italics, deleted text in strike-Nnreug#). a. Section 2.1 (Contract Sum) shall be amended as follows: 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 Simty Two Thousand Four Hundred Eighty Dollars ($62,480.00) Sixty Three Thousand One Hundred Fifty Two Dollars ($63,152) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.10. b. Exhibit "A". Part I (Scope of Work) shall be amended to include the following additional item: R. Remove & dispose of damaged drywall along west wall, install new drywall. Remove & replace existing corroded sanitary tee, trap arm and copper water supply stub outs. 01007.0006/373284.1 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Regarding Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -2- 01007.0006/373284.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. Donesia Gause, APPROVED Aa iv V UMVl: ALESHIRE & WYNDER, LLP w_—v_a CITY OF CARSON, a municipal a�29-, Ana (Fa-C,,-<-�,-,.G'�, Sunny K. Soltani, City Attorney CONTRACTOR: Corral Construction & Development Inc. a California Corporation By: Name: (V\ 1 L�}L. jrjTb Title: By: q" ,, enee Soto Title: Vice President Address: Corral Construction & Development Inc. 5211 E. Washington Blvd.,#2-122 Commerce, CA 90040 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. -3- 01007.0006/373284.1 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 I -- 2 — , 2017 before me, NfiKcpeisonally appeared 9&.;a„ Sos. o , proved to me on the basis of satisfactory evidence to be the person(s) whose names(p) is/arersubscribed to the within instrument and acknowledged to me that beshe/tW executed the same in bis/her/ti oir authorized capacity(K, and that by bWhcr/[1Pif signature(�--on the instrument the person(W or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: I --------- = LCPR lfbn i 2124872 z • NoWy Public - CelOwMa Z Los Angeles County My Comm resSe 18, 2019 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 ❑ INDIVIDUAL CORPORATE OFFICER 01007.0006/373128.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE VIC,- TTTLE(S) ❑ PARTNER(S) ❑ LIMITED . ❑ GENERAL ❑ ATTORNEY-INFACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTBER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTPTY(IES)) 01007.0006/373128.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE 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 Vick &1.14.9, AIUfar3 ilir y4,Ckel Sek On jT2ja 2017 before me, ,personally ap eared proved to me on the bas s of satisfactory evidence to be the persoq whose nam /we subscribed to the within instrument and acknowledged to me tha /she/tkcy executed the same ' /their authorized capacity(3es} and that by 91heMheir signaturc(s)-o the instrument the person(�or a entity upon behalf of which the person(s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. VACHE AMIRIAN ,e ;5. s COMM. #2061747 CO tF"j' h Notary Public - California Signature: m LOS ANGELES COUNTY OH�a My Comm. Exp. Aor. 17. 2018 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 ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007.0006/373128.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT IGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTTTY(IES)) 01007.0006/373128.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT IGNER(S) OTHER THAN NAMED ABOVE Client#: 1291580 305CORRACON ACORD. CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) ND CA -ED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR COND TON OF ANY CONTRACTOR OTHER DOCUMENT W TH RESPECT TO WHICH THIS CERT F CATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL.0 ES DESCR BED HERE N S SUBJECT TO ALL THE TERMS 09/13/16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONT CT NAME: Angelique Lopez BB&T Insurance Services PAH,,OONN . Ezt :714 941-2829 A/c No of Orange County E-MAIL ADDRESS angelique.lopez@bbandtcom 2400 Katelia Avenue Ste 1100 Anaheim, CA 92806 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Colony Insurance Company 139993 INSURED INSURER 13: State Compensation Ins. Fund of 35076 Corral Construction &Development Inc INSURER C: Westchester Surplus Lines Insur 10172 E. Washington Blvd. #2-122 INSURER D, General Insurance Company of Am 24732 Co Commerce, CA 90040 INSURER E MED EXP IAny one person) s5000 INSURER F: COVERAGES CERTIFICATE NUMBER: RPViQ!0N Ni u#ncQ- -H S S TO CERTIFY THAT THE POCK ES OF 'NSURANCE LISTED BELOW HAVE BEEN SSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ND CA -ED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR COND TON OF ANY CONTRACTOR OTHER DOCUMENT W TH RESPECT TO WHICH THIS CERT F CATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL.0 ES DESCR BED HERE N S SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAD CLA MS. I TSRR TYPE OF INSURANCE ADDL H5R UBS ynfD- POLICY NUMBER POLICY EFF POLICY IXP SMM/DD/YYYY) (MM/DDrYYYY� LIMITS X COMMERCIAL GENERAL LIABILITY A GL0003161 2/08/2015 12/0111201E S1,000.000 IM CLAS MADE � OCCUR pEAAqCMMHOEECTCURRENCE PREMISES�Ea Enencef 550,000 X BUPD Ded:500 MED EXP IAny one person) s5000 PERSONAL & ADV INJURY 51 000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 52,000,000 PRO - POLICY JECT LOC PRODUCTS - COMPIOP AGG 52,000,000 S OTHER: D AUTOMOBILE LIABILITY 24CC25720880 2/0$/2015 12/08/201 COMBINED SINGLE LIMIT Ea accident ___ 51,000,000 ANY AUTO BODILY INJURY (Per parson) S ALL O NED AUTESULEO A BODILY INJURY (Per accident) S X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE - S S UMBRELLA UAB OCCLR EACH OCCURRENCE 5 EXCESS LIAB CLAIMS -MADE AGGREGATE S DED I I RETENTIONS S B WORKERS COMPENSATION 9036118 2/01/2015 12/01/201 X PER OTH- AND EMPLOYERS' LIABILRY Y/N STATSIIE E _ ANY PROPRIETORIPARTNER/EXECUTIVEC OFFICERiMEMBER EXCLUDED' N / A E L EACH ACCIDENT S1 O 000 OO E L DISEASE - EA EMPLOYEE S1,000,000 (Mandatory in NH) If yes describe under -- DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT S1,000,000 C Pollution G27572376001 3/16/2016 03/16/201 S1,000,000 Ea Occurance Liability 51,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Carson and it's respective elected and appointed officers, directors, officials employees, agents and volunteers are named as additional insured as respects to general liability insurance and per attached endorsement U156A 03/13. ** Workers Comp Information ** (See Attached Descriptions) City of Carson 701 E. Carson Street Carson, CA 90745 ACORD 25 (2014/01) 1 Of 2 #S16800964/M15931969 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DOLUC DESCRIPTIONS (Continued from Page 1) .9AUll iA z5.a Jzuivui) 2 of 2 #S16800964IM15931969 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - BLANKET COVERAGE INCLUDING PRIMARY / NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: All persons or organizations as required by a written Locations as required by a written contract or contract or agreement with the named insured. agreement with the named insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "bodily injury" or "property damage" occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contractor lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission. 7U31_UNMAL.1UN ACORD. CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY1 INSR ADDLSUBFq LTR TYPEOFINSURANCE _ INSRWV_D POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY _, 101 GL000316103 R _ CLL %1S b1.=JE I X „C...._ I POLICY EFF POLICY EXP (_MhWDlYYYY)!(MM/DD/YYYY) 12/21/16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Angellque Lopez BB&T Insurance Services PHONE pp% LA/C. No.EMI: 714 941-2800 p/C. No 877 297-9259 - of Orange County E-MAIL ss: angeligue.lopez@bbandt.com 2400 Katella Avenue Ste 1100 INSURERS) AFFORDING COVERAGE NA)C 11 Anaheim, CA 92806 INSURER A: Colony Insurance Company :39993 INSURED INSURER B: State Compensation Ins. Fund of ;35076 Corral Construction &Development Inc INSURER c: Westchester Surplus Lines Insur 110172 5211 E. Washington Blvd. #2-122 INSURER D: American Fire and Casualty Co 124066 Commerce, CA 90040 — INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVlclnm NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOPMTHST.ANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT KITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO .ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDLSUBFq LTR TYPEOFINSURANCE _ INSRWV_D POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY _, 101 GL000316103 R _ CLL %1S b1.=JE I X „C...._ I POLICY EFF POLICY EXP (_MhWDlYYYY)!(MM/DD/YYYY) —-----'---� LIMITS I 2/08/2016 12/08/2017LEA.CH I I "1,000,000_ OCCJRRE^10E � I A,�t?gzTO RENTED REMIa CS Ea occun=nc= 50 000 X BVPDDed:500 — — _ _- MED EXP Any:neperscr. 155,000 PERSONA,. a ADV ,P„UR Y 131,000,000 _ �GGRcG?TE IL1iT.. arc. _.L -.P=L,E c'C- PGS CY I—_ JEC _OC I I GENERAL?GGREG?TE a 1 -2,000,000 PRCOUC T S - COMPIOP r.GG 132,000,000 COMBINED SiNG_E _ MS D AUTOMOBILE LIABILITY r 1 BAA57476683 2/08/2016 12/08/2 7 -- ia acc der151,000, 51,000,000 3ODILY dIL,URY Perperscr, 15 �UTOS X HIRE? =�-OS X ';O_N-OVY*'ED i I — "U OS • Peracad=rt 5 PROPERTY DAM -GE •Per ac-iden, t UMBRELLA LIAR E.?CH GCC�RRc14CE 15 EXCESS LIAR C�?„y1S-,ti'r'E I ' AGGREGA-E 5 _ DED RETE,N1,ON5(- _— I T I 903611816 ( �— 2/01/2016 12/01/2017 X T -,1 -_—_----- PER C'F' - j C 1 '1 000 000 — =- H ACCIDENT _— _L° , , WORKERS COMPENSATION —I B AND EMPLOYERS' LIABILITY ANY PROPR,ETOR•o-RTiJERrEiCEC�T VE Y / N OFF.CERIh1EMBER EXGLUCEDI Y N / A i (Mandatory in NH) I •f yes des: be -irder I E --DISEASE - EA. EMPLOYEE 51 ,000,000 DESCRIP- l' OF OPER.AT ONS celcw E L DISEASE - POLICY UM51,000,000 C Pollution i G27572376001 3/16/2016 03/16/20171 S1,000,000 Ea Pollution Condition 52,000,000 A ree ate w/5000 DED DESCRIPTION OF OPERATIONS LOCATIONS IVEHICLES IACORD 101, Additional Remarks Schedule. maybe attached if more space is required) ” Workers Comp Information ” Proprietors/Partners/Executive Officers/Members Excluded: Ernesto Corral, President Renee Soto, Vice -President Waiver of Subrogation- Eastern Municipal Water District (See Attached Descriptions) ••�•••,•• ••••-•,� ••••—• -I. I.ANL tLLA IIUN City of Carson SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 701 E. Carson Street ACCORDANCE WITH THE POLICY PROVISIONS. Carson, CA 90745 AUTHORIZED REPRESENTATIVE r _� @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) - 1 of 2 The ACORD name and logo are registered marks of ACORD DESCRIPTIONS (Continued from Page 1) City of Carson andt it's respective elected and appointed officers, directors, officials employees, agents and volunteers are named as additional insured as respects to general liability insurance where required by written contract and per attached policy form U156A 03/13. SAGITTA 25.3 (2014/01) 2 of 2 ACZ179aa1a91Kn179Sanna THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - BLANKET COVERAGE INCLUDING PRIMARY/ NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: All persons or organizations as required by a written Locations as required by a written contract or contract or agreement with the named insured. agreement with the named insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds. the following additional exclusions apply: This insurance does not apply to.- Additional o: Additional Insured Contractual Liability "bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "bodily injury" or "property damage" occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed: or 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). U156A-0313 Includes copyrighted material of ISO Properties. Inc.. Page 1 of 2 with its permission C SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED U156A-0313 Includes copyrighted material of ISO Properties, Inc.. Page 2 of 2 with its permission CITY OF CARSON - File #: 2016-541 Page 1 of 2 Home Legislation Calendar City Council Departments people Details Reports File x 2016-541 Verslon:1 Name, Type: Consent Status: Agenda Ready File created, 5/3/2016 Li control: On agenda: 5/17/2016 Final action Title: CONSIDER AN AWARD OF A CONTRACT FOR SERVICES FOR MILLS PARK REMODEL PROJECT (CITY COUNCIL) Attachments, 1. VEIIDQn L1S_E!C=i C. FIS US - NiLLS_R.1_ 2.a_—`�'`nC:_1'_� :nt f� '!SIL. car, Pi:y_C History (0) Text IV. V In - Share RSS . A!erls Report to Mayor and City Council Tuesday May 17 2016 Consent SUBJECT: Title CONSIDER AN AWARD OF A CONTRACT FOR SERVICES FOR MILLS PARK REMODEL PROJECT (CITY COUNCIL) Body SUMMARY The City's Purchasing Office has received a request for the Mills Park remodel project. Since the total cost of the improvement project exceeds the amount the City Manager may approve, the City Council is being asked to approve the award of a Contract for Services (Exhibit No. 2). RECOMMENDATION Recommendation TAKE the following actions. 1. AWARD a contract to Corral Construction & Development in the amount of $62,480.00 to be funded from redevelopment bond proceeds transferred to the City. 2. AUTHORIZE the expenditure of a construction contingency, if necessary in the amount of $6,248 00 1. Body ALTERNATIVES TAKE any other action the City Council deems appropriate. BACKGROUND In accordance with the procurement process stipulated in the Carson Municipal Code, bids were solicited for the Mills Park remodel project as described by the City of Carson Bid Specification No. B16-08. The City Clerk posted the Notice Inviting Bids as required by the Carson Municipal Code on April 7, 2016. The bid was also posted on the City's website and published in the Our Weekly newspaper on April 7, 2016. In addition to the public postings for bids, bids were solicited from thirteen (13) vendors that are currently on the City's Vendor List (Exhibit No. 1), of those vendors only four (4) submitted responses. On April 28, 2016, a total of five (5) responses were opened as received by the City Clerk's Office as follows: RFSPONSIVF Rin.q- Company city Bid Amount Corral Construction & Development Commerce, CA. $ 62,480 00 Norse Corporation Costa Mesa, CA. $118,821.00 Access Pacific, Inc Pasadena, CA. $135,317.00 Ramco, General Engineering Contractors Ague Dulce, CA. $138,55000 Fast -Track Construction Corporation Culver City, CA. $163,222.00 Corral Construction is low on three (3) current projects and there are concerns on whether this company can complete all the projects in a timely manner as these projects are grant funded and must be completed by the end of June, 2016. The bids were reviewed and evaluated by Purchasing staff and the Public Works Operations Manager. The bids were also evaluated for conformance with City bid specifications and requirements. The bids received were deemed acceptable by staff and found to be in accordance with City policy. Staff determined that it is in the City's best interest to award the purchase contract to the lowest bidder, Corral Construction & Development, Inc. A copy of City Bid Specification No. B16-08 is available in the Purchasing Office and informational copies of the bid responses have been provided to the Mayor and City Councilmembers. FISCAL IMPACT https:Hcarson.Iegistar.com/LegislationDetail.aspx?ID=2723590&GUID=5A7B352D-63E3-... 2/3/2017 Unc�fiCia' ���^ut=s Carson City Cou-icd/ 5,i=esscr Aaercy/Housing Authority P,2=J]3r N'=_= -ting Ma / 17, 2015 Page 1 Item No. 28. CONSIDER AN AWARD OF A CONTRACT FOR SERVICES FOR MILLS PARK REMODEL PROJECT (CITY COUNCIL) Recommendation: TAKE the following actions: 1. AWARD a contract to Corral Construction & Development in the amount of $62,480.00 to be funded from redevelopment bond proceeds transferred to the C ity. 2. AUTHORIZE the expenditure of a construction contingency, if necessary in the amount of $6,248.00. ACTION Item No. 28 was approved on the Consent Calendar on motion of Robles. seconded by Hilton and unanimously carried by the following vote: Ayes Mayor/Agency Chairman/Authority Chairman Robles, Mayor Pro Tem/Agency Vice Chairman/Authority Vice Chairman Davis - Holmes, Council Member/Agency Member/Authority Board Member Santarina Council Member/Agency Member/Authority Board Member Hilton, and Council Member/Agency Member/Authority Board Member Hicks Noes: None Abstain None Absent, None CONSTRUCTION/PUBLIC WORKS AGREEMENT By and Between CITY OF CARSON and CORRAL CONSTRUCTION & DEVELOPMENT INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND CORRAL CONSTRUCTION & DEVELOPMENT INC. THIS AGREEMENT FOR C NTRACT SERVICES (herein "Agreement") is made and entered into this ! day of �, 2016 by and between the City of Carson, a California tr municipal corporation ("City") and Corral Construction & Development Inc., a California corporation ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. WORK OF CONTRACTOR 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Work" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For 01007.0006/302623.1 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 Contractor's Proposal. The Scope of Service shall include the Contractor's scope of work in Contractor's bid proposal. The Contractor's bid proposal shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. The Contractor's bid proposal shall be escrowed with a neutral third party mutually agreed upon by the parties. 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 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent -2- 01007.0006/302623.1 in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. 1.6 Protection and Care of Work and Materials. The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City's own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City's consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work. 1.7 Warranty. Contractor warrants all Work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Agreement, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply -3- 01007.0006/302623.1 with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non -conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 1.8 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates, that Contractor and all subcontractors be registered with and pay the registration fee to the Department of Industrial Relations ("DIR"), Contractor be subject to the monitoring and enforcement by the DIR, and the performance of other 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 $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 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 _4- 01007.0006/302623,1 to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor ("Change Order"). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive the Contractor's rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. -5- 01007.0006/302633.1 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 Sixty Two Thousand Four Hundred Eighty Dollars ($62,480.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.10. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention;, (iii) payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the 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 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 -6- 01007.0006/302623.1 be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall -7- 01007.0006/302623.1 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Inspection and Final Acceptance. City may inspect and accept or reject any of Contractor's work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor's work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively. 3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit MD. 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: Renee Soto Pro_lect Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. -8- 01007.0006/30x623.1 4.2 Status of Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Maria Slaughter, City of Carson Public Works Director, or such person as may be designated by the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. All subcontractors shall obtain, at its or Contractor's expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, -9- 01007.0006/302623.1 whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance Coverages. The 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) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Workers Compensation Insurance. A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and 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 $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the 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 services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor's services or the termination of this Agreement. During this additional 5 -year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". -10- 01007.0006/302623.1 (f) 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 be subject to all of the requirements stated herein. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may 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 the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to 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. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Agent's Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or 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 of the insurer's liability. -11- 01007.0006/302623.1 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 the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor's indemnification liabilities as provided in Section 5.3. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided -to City. 5.3 Indemnification. To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) , Contractor will 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 -12- 01007.0006/302623.1 employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it tD fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement. 5.4 Performance and Labor Bonds. Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and labors bonds required under this Section 5.4 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. 5.5 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 Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a -13- 01007.0006/3026x3.1 financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.4 may be changed accordingly upon receipt of written notice from the Risk Manager. 5.6 Substitution of Securities.. Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor. 5.7 5.7 Release of Securiti City shall release the Performance and Labor Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor's business, -14- 01007.0006/302623.1 custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. -15- 01007.0006/302623.1 (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the . work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Contractor's conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. 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 -16- 01007.0006/302623.1 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. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to 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. -17- 01007.0006/302623.1 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Hundred Dollars ($100.00) 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. 7.8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's -18- 01007.0006/302623.1 fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.11 Unfair Business Practices Claims. In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700)' of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any 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 -19- 01007.0006/302623.1 person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class. 8.4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 93203 and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 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 -20- 01007.0006/302621.1 any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Contractor's Authorized Initials /d 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. -21- 01007.0006/302623 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: "onesiayGause, CMC, City Clerk APPROVED AS TO FORM: CITY: CITY OF CARSON, a municinal�oroorai Albert I hbles, Mayor CONTRACTOR: CORRAL CONSTRUCTION & DEVELOPMENT, a California Corporation B Name: 9Atvc- ttv Title: Pe-ei loen-}- By: Name: ( S0 Title: VLc& P12,&Tf%74N7- Address: 5211 East Washington Blvd. No. 2422, Commerce, California 90040 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. -22- 01007.0006/302623.1 Client#: 1291580 2n5CQRRACAN ACORD. CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) 09/13/16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER BB&T Insurance Services of Orange County 2400 Katella Avenue Ste 1100 NAME: Angelique Lopez PHONE 714 941-2829 A/c No E�rnAl� D Ess: angelique.lopez@bbandtcom X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR Anaheim, CA 92806INSURERS AFFORDING COVERAGE NAIC t INSURER A: Colony Insurance Company 39993 INSURED INSURER B: State Compensation Ins. Fund of 35076 Corral Construction &Development Inc INSURER C: Westchester Surplus Lines Insur 10172 5211 E. Washington Blvd. #2-122 INSURER D, General Insurance Company of Am 24732 Commerce, CA 90040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL NS UBR D POLICY NUMBER POLICY EFF MM/D POLICY EXP MM/D LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR GL0003161 2M8/2015 1MW016 EEAACCH�GOECTCURRENCE $1,000,000 PREMISES EaQrrence $50000 MED EXP (Any one person) $5,000 X BI/PD Ded:500 PERSONAL & ADV INJURY $1,000,000 GENL AGGREGATE LIMIT APPLIES PER PRO - POLICY F7 JECT LOC GENERAL AGGREGATE $2 000,000 PRODUCTS- COMP/OP AGG $2,000,000 $ OTHER D AUTOMOBILE LIABILITY 24CC25720880 2/08!2015 12/08/201 ED a Ia a Ida SINGLE LIMIT 51,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDU_ED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE $ Par ..idem UMBRELLALIAB [:IOCCUR EACH OCCURRENCE $ AGGREGATE S EXCESSLWB CLAIMS -MADE DED I I RETENTIONS S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?Fy�N/A 9036118 2/01/2015 12/01/2016 X I.,PTEATuTER OTH- E L EACH ACCIDENT $1,W0,000 E L DISEASE - EA EMPLOYEE $1,000,000 (Mandatary in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT $1 000,000 C Pollution G27572376001 3/16/2016 03/1612017 $1,000,000 Ea Occurance Liability $1,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Rarmuts Schedule, may be attached If more space is required) City of Carson and it's respective elected and appointed officers, directors, officials employees, agents and volunteers are named as additional Insured as respects to general liability insurance and per attached endorsement U156A 03/13. ** Workers Comp Information'• (See Attached Descriptions) City of Carson 701 E. Carson Street Carson, CA 90745 ACORD 25 (2014/01) 1 Of 2 #S16800964/M15931969 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DOLUC DESCRIPTIONS (Continued from Page 1) Proprietors/Partners/Executive Officers/Members Excluded: Ernesto Corral, President Renee Soto, Vice -President SAGITTA 25.3 (2014101) 2 Of 2 #S16800964IM15931969 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - BLANKET COVERAGE INCLUDING PRIMARY/ NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: All persons or organizations as required by a written Locations as required by a written contract or contract or agreement with the named insured. agreement with the named insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "bodily injury" or "property damage" occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission. EXHIBIT "A" SCOPE OF WORK The work shall be performed at the respective addresses below. The work consists of construction of certain improvements as described below at Mills Park located at 1340 East Dimondale Drive, Carson, California 90746 (the "Project'). Contractor shall perform the tasks specified in the Notice Inviting Bids for Mills Park Remodel Project as described by City of Carson Bid Specification No. B16-08, dated April 7 2016, which is by this reference incorporated herein as though fully set forth herein. I. Contractor will perform the following work: A. Demolition of all existing cabinets located in the kitchen, activity room, and office. B. Furnish and install approximately 40 -linear feet of upper and lower cabinets in the activity room to match existing layout. Composition of cabinet doors and drawers shall be as directed by City Staff. C. Furnish and install approximately 30 -linear feet of kitchen cabinets to match existing layout. D. Furnish and install approximately 25 -linear feet of office cabinetry to match existing layout in office. E. City staff will select design and color options for cabinets required in Section B, C and D above prior to installation and provide direction to Contractor for office, kitchen and activity room. F. Demolition of approximately 2,100 square feet of floor throughout building. G. Furnish and install approximately 2,100 square feet of new Vinyl Composition Tile (VCT) flooring throughout building (not including bathrooms) and install approximately 460 -linear feet of coved base. Flooring shall be commercial grade VCT. Material allowance for VCT at $3.00 per square foot and cove base at $2.00 per linear foot. Contractor to verify in writing to the City, before installation of the new VCT, that the existing VCT floor does not contain asbestos. Contractor will not proceed with installation of the new VCT until Project Manager (or her designee) is completely satisfied, as indicated by a written notice to proceed or the equivalent, that the existing VCT floor does not contain asbestos. If asbestos is present, a new price will be negotiated for removal of the asbestos. H. Furnish and install 40 -linear feet of white quartz counter top with 4 -inch back splash in Activity Room. A-1 01007.0006/302623.1 I. Furnish and install 33 -linear feet of white quartz counter top with 4 -inch back splash in kitchen. J. Furnish and install 13 -linear feet of quartz counter top with no back splash in office. K. Furnish and install new stainless steel sink in kitchen and 42" exhaust vent hood. L. Furnish and install approximately 520 square feet of new ceiling tile in office and meeting room. M. Sand, patch and refinish 11 doors and trim as directed by City, including interior and exterior doors. N. Primer and paint all walls in office and meeting room only. Everywhere in building paint from chair rail down to the floor. Paint T -bar ceiling in office with white gloss paint. O. Contractor shall provide all electrical and plumbing work required to accomplish the kitchen remodel project. P. Contractor shall undermount stainless steel sink and faucet in kitchen. Q. Exhaust vent hood for kitchen range shall be vented through the ceiling. II. Contractor shall submit plans for the performance of the services, to the City for approval, prior to commencing the services. Until City provides written approval for the plans, Contractor shall not commence the services. If approval is not provided by City when plans are submitted, Contractor shall revise plans pursuant to City's direction and resubmit the plans for approval, repeating the process until City approves the plans. III. 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. IV. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition. A-2 01007.0006/302623 1 A-3 01007.0006/302623.1 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [Changes to contractual provisions are indicated by double underlined insertions for new language and strike through for deletions] 1. Section 5.1, Insurance Coverage, shall be amended as follows with respect to subsection (b): (b) Workers Compensation Insurance. A policy of workers compensation insurance in a minimum amount of $1.000,000 and in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. 2. Section 7.7, Liquidated Damages, shall be amended as follows: 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Hundred Dollars ($100.00) as liquidated damages for each working day of delay in the performance of any service required hereunder fojLowing ten days from the date required for completion of the Scone. of Work 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. 3. Section 9.8, Infringement On Patent Rights, Copyrights or Trademarks, is hereby added to the Agreement as follows: 9.8 Infringement On Patent Rights, Copyrights or Trademarks: The Contractor must save, keep, hold harmless and fully indemnify the City and its officers and employees. and agents from all damages, or claims for damages, costs or expenses, in law or equity that at any time arises or be set up for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the City, or by any of its officers, employees, or agents of articles to be supplied under the Agreement with respect to the Services, and of which_ the Contractor is not the patentee or assi nee or has not the lawful right to sell same. 4. Section 9.9, Safety Requirements, is hereby added to the Agreement as follows: 9.9 Safety Re uirements:he aui ment Contractor supplies to the City shall com 1 with all re uirements and standards as specified by the Occupational Safety and Health Act B-1 01007.0006/303623.1 OSHA). All guards and protectors as well as appropriate markings will be in place before delivery. Items not meeting any OSHA specifications will be refused. Contractor may be required at its expense to provide training to City employees in the operation of the equipment. and its maintenance at the convenience of the City. IM 01007.0006/302633.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall be paid by a lump sum payment upon completion of all of the services required under this Agreement to the full satisfaction of the City, except for the contract retention below. II. A retention of five percent (5%) shall be held from the payment as a contract retention to be paid within 90 days following satisfactory completion of services. III. The City will compensate Contractor for the services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. C-1 01007.0006/302623.1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall perform all work in a timely manner and at least within twenty one (21) calendar days after receipt of a purchase order from the City for the work. A purchase order shall be deemed received to the extent it satisfies the notice requirements of Section 9.1 or is acknowledged in writing to City staff (including email) by Contractor. H. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. D-1 01007.0006/302623.1 EXECUTED IN TRIPLICATE Bond #CE11510700873 Premium. $2,343.00 Final premium CONTRACT amount is based Upon actual final PROTECT NO. B1b 08 Contract price FAITHFUL PERFORMANCE BOND WHEREAS, the Owner, consisting of one or both of the following described public entities: [X ] ■ The City o1"Carson, California ] ■ Successor Agency has awarded to Corral Constriction & Development Inc designated as the "Principal", a Contract for: PROJECT NOS.: 816-08 TITLE: Mills Park Remodel Protect as described by City of Carson Bid Specification No. 816-08 hereinafter WHEREAS, said Principal is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract; NOW, THEREFORE, we, Corral Construction & Development Inc as Principal, and Philadelphia Indemnity Insurance Company as Surety, are held and firmly bound unto the Owner in the sum of Sixty -Two Thousand Four Hundred Eighty and 00 100------------------------------------------ Dollars ($ 62 480.00 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 to 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 "Owner" in an amount to be fixed by the court. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to and abide by, well and truly keep and perform all the 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 therein 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 the obligations of this bond, and it does hereby waive notice of any such change, extension of time, alteration or modification of the Contract Documents or of the work to be performed thereunder. SP-I- IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof; have been duly executed by the Principal and Surety named herein. on the ~;h day of September . 2016 ,the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. Corral Construction & Development Inc Principal Philadelphia Indemnity Ins a ny Surety By Steven A. Swartz, Attorney -in -Fact California All -Purpose Certificate of Acknowledgment rA notary public or other officer completing this certificate verifies only the identity of the individual who signed the Ldocument to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orang:: S.S. On September 15; 2016 before me, Cassandra Fisher, Notary Public personally appeared Steven A. Swartz who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS m and and official seal. OPTIONAL INFORMATION Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of Performance Bond fCE11510700873 Executed in Triplicate containing 3 pages, and dated September 15, 2016 The signer(s) capacity or authority is/are as: Individual(s) Attorney-in-fact Corporate Officer(s) Guardian/Conservator Partner - Limited/General Trustee(s) Other: representing: Philadelphia Indemnity Insurance Company rCASSANDRA FISHER Commission # 2121476 Z Notary Public - California Orange County MY Comm. Expires Jul 30, 2019 Method of Signer Identification Proved to me on the basis of satisfactory evidence: form(s) of identification j credible witnesses) Notarial event is detailed in notary journal on: Page # I Notary contact: i i Other Additional Signer Entry # L Signer(s) Thumbprints(s) :ee PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Steven A. Swartz, Kelly Specht, Lorie Mandel, and Nicki Swartz, Michael Herranen and Thomas C. Buckner of the City of San Clemente, State of California of South Coast Surety, its true and lawful Attorney-in-fact with full authority to execute oil its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed 525,000,000.00. This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I' day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. INTES 1IMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSIRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS I OT" DAY OF JUNE 2013. (Seal) Robert D. O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 101h day of June 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPA,NTY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. MMM TM F ENZ VAMIA _,_I K' er MeF A. Icessletw Notary Pub& y � rMCommMan D#ruoecte 2016 m1mo ,P@0fmyAwAS0O�ofMWARMS Notary Public: residing at: Bala Cvnwyd. PA (Notary Seal) My commission expires: December 18.2016 1, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto on this 10TH day of June 2013 true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof 1 have subscribed my name and affixed the facsimile seal of each Company this day ofS(1���,,,,�'ti eA,.20j_�. Edward Sayago, Corporate Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY Bond #CE11510700873 EXECUTED IN TRIPLICATE Premium: Included CONTRACT PROJECT NO. B16-08 PAYMENT BOND WHEREAS, the Owner, consisting of one or both of the following described public entities: [X I ■ The City of Carson, California [ I ■ Successor Agency has awarded to Corral Construction & Development Inc. the work described as follows: PROJECT NO.: B1f=-08 as Contractor, a contract for TITLE: Mills Park Remodel Protect as described by City of Carson Bid Specification No. B16 08 AND WHEREAS, said Contractor is required to furnish a bond in connection with said contract, to secure the payment of claims of laborers, mechanics, materialmen and other persons, as provided by law; NOW. THEREFORE, we, the undersigned Contractor and Surety, are held firmly bound unto the Owner In the slim of Sixty -Two Thousand Four Hundred Eighty and 00+100 Dollars (SG2,487.00) for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION 1S SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractors shall fail to pay any of the persons named in Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such work and labor, then the Surety or Sureties herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, the said Surety will pay a reasonable attorney's fee to the plaintiff(s) and Owner in an amount to be fixed by the court. This bond shall inure to the benefit of any of the persons named in Civil Code Section 3181 as to give a right of action to such persons or their assigns in any suit brought upon this bond. 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 SP-3- change, extension of time, alteration or modification of the Contract Documents or of work to be performed thereunder. IN WITNESS WHEREOF, we have hereunto set our hands and seals on this :5th day of September 70 :1 Corral Construction & Development Inc. CONTRACTOR SP-4- Philadel ' n y n ranee n 0 SURETY Steven A Swartz, Attorney -in -Fact THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - BLANKET COVERAGE INCLUDING PRIMARY/ NON-CONTRIBUTORY AND WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Additional Insured): Locations of Covered Operations: All persons or organizations as required by a written Locations as required by a written contract or contract or agreement with the named insured. agreement with the named insured. A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additionai exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "bodily injury" or "property damage" occurring after: 1. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additiona' insured(s). U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured required by a written contract or agreement with the named insured is primary insurance and we will not seek contribution from any other insurance available to that additional insured. D. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of Recovery Against Others To Us is amended and the following added: We waive any rights of recovery we may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver; b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156A-0313 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission. California All -Purpose Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On September 15. 2016 before me, Cassandra Fisher, Notary Public personally appeared Steven A. Swartz who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. J OPTIONAL INFORMATION Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of Payment Bond #CE11510700873 Executed in Triplicate containing 3 pages, and dated September 15. 2016 The signer(s) capacity or authority is/are as: _. Individual(s) Attorney-in-fact Corporate Officer(s) Guardian/Conservator Partner - Limned/General Trustee(s) Other: representing: Philadelphia Indemnity Insurance Company CASSANDRA FISHER Commission # 2121476 Z Notary Public - Californla a Orange County M Comm. Expires Jul 30, 2019 Method of Signer Identification s Proved to me on the basis of satisfactory evidence: _J form(s) of identification I credible Wtness(es) Notarial event is detailed in notary journal on: Page # Entry # Notary contact: Other ' Additional Signer ❑ Signer(s) Thumbprints(s) 'I :ee: PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St. Asaph's Rd., Suite 100 Bala Cynwyd, PA 190040950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Steven A. Swartz, Kelly Specht, Lorle Mandel, and Nicld Swartz, Michael Herranen and Thomas C. Buckner of the City of San Clemente, State of California of South Coast Surety, its true and lawful Attorney-in-fact with frill authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed 525,000,000.00. This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the 1" day of July, 2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TES I-IMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED 'J'HIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 10"' DAY OF JUNE 2013 (Seal) Robert D O'Leary Jr., President & CEO Philadelphia Indemnity Insurance Company On this 10'h day of June 2013, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly swom said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY: that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed COMMORWMTHOPPENNSYLVA141A N.ww Sml KkybY A. xesslesld, Notary Pu61c lower Mahon Twp M4o.'p®aelr rauny rbCanhdceahE. i� re 7016 MEMea6 KWMVAM AMMUaM Of Moms Notary Public: residing at: Bala Cynwyd. PA (Notary Seal My commission expires: December 19, 2016 I, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do herby certify that the foregoing resolution of the Board of Directors and this Power ofAttorney issued pursuant thereto on this 10TH day of June 2013 true and correct and are still in full force and effect. I do further certify that Robert D. O'Leary Jr., who executed the Power of Attomey as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this r- day of 0jLe <D -- Edward Sayago, Corporate Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY