1 DESIGN-BUILD AGREEMENT FOR AIRPORT MARQUEE RFP No. 2515 This Agreement for Design and and is effective on this ______ day of _______________, 2026, by and between the CITY OF RIVERSIDE, a California charter city and a municipal corporation () and SQUARE SIGNS LLC, a California limited liability company doing business as FRONT SIGNS, 3520 Valhalla Drive, Burbank, CA 915051053708, Department of Industrial Relations Public Works Contractor Registration No. 1000732634 (Design-Build Entity) pursuant to Section 11Chapter 1.07 of the Riverside Municipal Code. Hereinafter, the City and the Design-Build Entity ARTICLE 1 SCOPE OF WORK AND DESIGN SERVICES 1.1 Definitions. The meanings of all capitalized terms used herein and in the Contract Documents and not otherwise defined in this document shall be the same as those definitions set forth in Chapter 1.07.20 of the Riverside Municipal Code and the Standard Specifications, as supplemented and modified by Special Provisions Section 1-2. 1.2 Scope of Work and Contact Documents. 1.2.1 Scope of Work. Design-Build Entity shall furnish all architecture, engineering, and related design services as required, and furnish the labor, equipment, materials, and other construction services for, and perform the work of Airport Marquee , located at 6951 Flight Road, Ste. 210, Riverside, CA 92504, which is covered in Design-roposal (the 1.2.2 Contract Documents. Design-Build Entity shall perform the Work in accordance with the provisions and requirements of the following Contract Documents: (1) , and Public Utilities Departments and similar governmental approvals for the Work required by applicable law; (2) Change Orders and other Modifications issued after the effective date of the Agreement; (3) This Agreement, as signed by the Parties, including the following Exhibits: . 2 (4) Design-December 22, 2025, including all documents submitted by Design-Build Entity. (5) Request for Proposals No. RFP Number 2515 including the Scope of Work and the Performance Criteria as modified by Addenda with later Addenda having priority over earlier Addenda issued as follows: Addendum No. 1, issued November 14, 2025, 4 pages; and Addendum No. 2, issued December 22, 2025, 6 pages. (6) The 2021 Edition of the Standard Specifications for Public Works Construction ; (7) Construction Documents prepared by Design-Build Entity and approved by the City; (8) All documents, maps, texts and items referred to in the foregoing documents.; These Contract Documents are incorporated herein and are intended to be correlative and constitute Design- 1.3. Licensing and Project Design. City does not intend to contract for, pay for, or receive any design services, which are in violation of any professional licensing laws, and by execution of this Agreement, Design-Build Entity acknowledges that City has no such intent. It is the intent of the Parties that Design-Build Entity is fully responsible for furnishing the design of the Project, although the fully licensed design consultant, identified in the Proposal as Design-Build Entity Members will perform the design services required by the Contract Documents. Nothing in this article shall create a contractual relationship between such Design-Build Entity Members and the City. 1.3.2 Design-Build Entity shall hold a valid license as required by the Special Provisions at the time of award of the Contract and shall maintain the license at all times during performance of the Work. Design-representative, as approved by City, shall: (1) be actively involved throughout all phases of design and construction of the Project; (2) maintain oversight of the Project at all times; (3) have full authority to represent and act on behalf of Design-Build Entity for all purposes under this Agreement; (4) supervise and direct the design and construction using best skill and attention; (5) adequately coordinate all portions of the design and construction; and (6) act as the principal contact with City and all contractors, consultants, engineers and inspectors on the Project. 1.3.3 Design-arepresentative shall be licensed and registered in prepared pursuant to this Agreement as required by Applicable Law, including, without limitation, California Business and Professions Code § 5535.1 et seq. 1.3.4 Design- engineering design consultants shall be licensed and registered in 3 prepared pursuant to this Agreement as required by Applicable Law, including, to the extend applicable, California Business and Professions Code § 6730 et seq. 1.3.5 All Subcontractors shall hold the appropriate California Class C-specialty, Class B-general building contractor, or Class A-general engineering contractor and shall maintain the license at all times during performance of the Work. 1.3.6 later developed, of the tangible and intangible creative work performed by the Design-Build Entity, the drawings and specifications prepared by the Design-Build Entity, consistent with the Project Criteria and applicable law, for construction, setting forth the in detail the requirements for permitting and construction of the Work of a Project, approved by the City and incorporated into the Contract after such approval. 1.3.7 The Instruments of Service, including Construction Documents and other Project-related documents created, prepared or issued by Design-Build Entity or its design consultants, and Subcontractors, are work made for hire, and shall become the sole property of City when prepared and shall be delivered to City upon request and upon payment in full for undisputed design services , and otherwise disposed of by City without permission of Design-Build Entity, for any purpose of the City. Design-Build Entity shall deliver master reproducible Instruments of Service in electronic format when: (i) the design is approximately 50% complete; (ii) at the start of construction; and (iii) at other times as determined by written request from the City. The Design-Build Entity also shall deliver: (a) all originals of the Instruments of Service (whether completed or in process) in electronic and hard-copy format, to the City upon completion or earlier termination of the services required; and (b) a reproducible set of the final Construction Drawings and CAD files (or BIM files) containing all Instruments of Service prepared by the Design-Build Entity, Architect, Design-Build Entity Members and design consultants, and Subcontractors that the City specifically requests. City, in return, hereby grants Design-Build Entity and its design consultants and Subcontractors, a non-exclusive license to reproduce Instruments of Service for purposes relating to Design-own risk and be responsible, to the extent permitted by law, from all liability and costs that may arise from the use of Design-uments of Service by another contractor, unless the liability or costs arise from the acts, omissions or negligent performance of professional services performed or furnished by or on behalf of Design-Build Entity. 1.3.8 The Parties acknowledge that inherent in the Design-Build project delivery method, the production and review of Construction Documents may be a continuing process with portions thereof completed at different times. The Design-Build Entity will limit the Construction Document packages for construction to a reasonable number. The Project schedule shall indicate the times for the City to review the completion of each such portion of the Construction Documents and a reasonable time for review of same. 4 (1) Upon receipt of the Notice to Proceed for the Construction Documents phase, the Design-Build Entity shall instruct the design consultants to commence the design of the building systems and the preparation of the Construction Documents. The Construction Documents shall provide information customarily necessary in documents for projects of similar size, complexity, and quality. The Construction Documents shall include all information required by the building trades to complete the construction of the Project, other than such details customarily developed by others during construction. The City's review of the Construction Documents shall be conducted in accordance with the approved Project schedule. Such review shall not relieve the Design-Build Entity from its responsibilities under the Contract. Such review shall not be deemed an approval or waiver by the City of any deviation from, or of the Design-Build Entity's failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the document submitted by the Design-Build Entity and expressly approved in writing by the City. (2) The Design-Build Entity shall submit completed packages of the Construction Documents for review by the City at the times indicated on the Project Schedule. Review meetings between the Design-Build Entity and the City to review the Construction Document packages, shall be scheduled and held so as not to delay the Work. After reviewing the Construction Documents package for conformance to the Project Criteria, the City will issue a Construction Notice to Proceed to the Design-Build Entity. 1.4. Standard of Care. 1.4.1 All design services to be performed by Design-Build Entity, Design-Build Entity Members, design consultants, subcontractors, and their employees identified by the Design-Build Entity or other persons approved by the City shall be performed in an expeditious and professional manner using architects, engineers, and other professionals properly licensed and duly qualified in the jurisdiction in which the Project is located. The professional obligations of such persons shall be undertaken and performed in the interest of the Design-Build Entity. All design services performed pursuant to this Agreement shall be performed with the degree of skill and learning ordinarily possessed by architects and engineers in good standing in the community regularly engaged in the design and construction of an improvement such as this Project and must apply that knowledge with the diligence ordinarily exercised by reputable architects and engineers under 1.4.2 The construction Work shall be (a) performed in a good and workmanlike manner; (b) suitable for its intended purpose as established in the Performance Criteria; (c) free from defects; and (d) performed in an expeditious and economical manner in accordance with the Contract Documents. Design-Build Entity agrees to provide a completely finished functioning and operational facility ready for use and occupancy in accordance with the requirements of the Contract Documents, within the Contract Sum and within the Contract Time. 1.5 Interpretation. In the event of any conflict between any of the Contract Documents, the document highest in the order of precedent shall control. The order of precedent shall be the same as that set forth in Section 3-7.2 of the 2021 Edition of the Standard Specifications for Public Works Construction, unless otherwise revised in the Special Provisions. The most current 5 Construction Documents prepared by Design-Build Entity and approved by the City have the lowest order of precedence. 1.6 Entire Agreement. This Agreement together with all other Contract Documents represents the entire and integrated agreement between City and Design-Build Entity and supersedes any prior written or oral agreements between them concerning the subject matter contained in the Contract Documents. There are no representations, agreements, arrangements or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in the Contract Documents, which are not fully expressed herein. ARTICLE 2 CONTRACT PRICE AND PAYMENT 2.1 Contract Price. City shall pay Design-Build Entity the Contract Price of Sixty-Six Thousand Nine Hundred Eighty-Two Dollars and Seventy-Five Cents ($66,982.75) which includes all California sales or use tax and County and City taxes, in consideration for the Design-Build EntityDocuments. The Contract Price includes any Alternative/Additive Bid Items which were awarded with the Contract. Design-Build Entity agrees to voluntarily allocate the use tax derived from contracts or subcontracts of $5 million or more directly to the job site location by obtaining a sub-permit of the Design-Build Entityfrom the California Department of Tax and Fee Administration for the jobsite and allocating the local tax to the jobsite address. Design-Build Entity In accordance with Section 22300 of the California Public Contract Code, Design-Build Entity may substitute securities for any monies withheld by City to ensure performance of the Contract. Such substitution shall be made at the request and expense of Design-Build Entity. Securities equivalent to the amount withheld may be deposited with City or with a state or federally chartered bank as escrow agent. Securities eligible for substitution shall include those listed in Section 16430 of the Government Code, bank or saving and loan certificates of deposit, interest bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by Design-Build Entity and City. Alternatively, the Design-Build Entity may request that the City, at the expense of the Design-Build Entity, make payment of retention earned directly to the escrow agent. Notwithstanding the foregoing, such Design-Build Entity shall have thirty (30) Calendar Days following award of the Contract to submit a written request to the City to permit the substitution of securities for retention or payment to an escrow agent; failure to do so shall be deemed a waiver of the right. 2.2 Changes to the Contract Price. Design-Build Entity shall not be compensated for any extra materials used or time expended over and above the Contract Price, unless prior written approval for the same has been granted by the City. 6 2.3 Payment Procedures. 2.3.1 Progress Payments. Progress payments will be made in accordance with Article 7 of the 2.3.2 Final Payment. Within sixty (60) calendar days after City accepts final completion of the Work and records the Notice of Completion, excluding Plant Establishment, if applicable, City shall pay Design-Build Entity the amounts City deducted and retained from Design-Build Entityprogress payments, except such sums which are required by applicable law or authorized by the Contract to be further retained. In the event of a dispute between City and Design-Build Entity concerning the amount of final payment due, the City may withhold from final payment, including Liquidated Damages provided forth in the Contract Documents, together with an amount not to exceed one hundred fifty percent (150%) of the value of disputed amounts for incomplete or non-conforming work. ARTICLE 3 TIME FOR PERFORMANCE 3.1 Date of Commencement/Notice to Proceed. The date of commencement of the Work shall be established in a written Notice to Proceed issued by the City. The City will not issue a Notice to Proceed to the Design-Build Entity until this Agreement, bonds and insurance documents have been executed and/or approved by the City. 3.2 Contract Time. Design-Build Entity shall perform the Work in a diligent manner and shall complete all of the Work of the Contract, excluding any Plant Establishment, if applicable, within six (6) months from the date of this Agreement with the option to extend for one (1) additional three (3) month term for a total term not to exceed nine (9) months. ARTICLE 4 LIQUIDATED DAMAGES 4.1 Necessity For Liquidated Damages. 4.1.1 For each consecutive calendar day in excess of the time specified for the completion of Work, as adjusted in accordance with Section 6-7 of the Standard Specifications, as modified by the Special Provisions, Design-Build Entity shall pay to City, or have withheld from monies due the Design-Build Entity, the sum of Five Hundred Dollars ($500.00). Design-Build Entity -Build of the Work within the Contract Time and to comply with other Milestones and Triggering Events established below/in the Special Provisions. The Parties intend for the Liquidated Damages described herein in the amounts established below to constitute liquidated damages as such term is used in Government Code Section 53069.85 and -Build Entity acknowledges and agrees that the Liquidated Damages are intended to compensate City solely for Design-Build Milestones or Triggering Events shall not excuse Design-Build Entity from liability from any other uidated Damages is in addition to 7 -whole or in part. Failure of Design-Build Entity to achieve Substantial Completion of the Work within the Contract Time and to comply with other Milestones and Triggering Events established below will result in damages being sustained by City. Such damages are, and will continue to be, impracticable and extremely difficult to determine. Design-Build Entity acknowledges and agrees that such Liquidated Damages have been set based on an evaluation by City of damages that it will incur. Design-Build Entity and City agree that the amounts of such Liquidated Damages are impossible to ascertain as of the date of execution of this Agreement and the Parties have agreed to such Liquidated Damages to fix Design-items are properly chargeable to Design-Build Entity. It is understood and agreed by Design-Build Entity that any Liquidated Damages payable pursuant to this Agreement are not a penalty and that such amounts are not manifestly unreasonable under the circumstances existing as of the date of execution of this Agreement. It is further mutually agreed that City shall have the right to deduct Liquidated Damages against progress payments or retainage and that the City may issue a Construction Change Directive, if necessary, to reduce the Contract Sum accordingly. In the event the remaining unpaid balance of Contract Sum is insufficient to cover the full amount of Liquidated Damages, Design-Build Entity . Additional liquidated damages shall be assessed in the amount of Five Hundred Dollars ($500.00) per calendar day for failure to follow a construction schedule as described in Section 6-1. of these Special Provisions. ARTICLE 5 CLAIMS AND DISPUTES 5.1 Notice of Claims. Design-Build Entity acknowledges and agrees that its failure to submit any claim arising under this Agreement in accordance with the Special Provisions, including, without limitation, the provisions of Articles 2 and 6 of the Special Provisions shall constitute a waiver of Design-right to additional compensation and/or extension of time. 5.2 Government Code Claims Procedures. Design-Build Entity further acknowledges that notwithstanding Design-Build EntitySpecial Provisions, Design-Build Entity must also comply with the claims procedures set forth in Government Code sections 900 et seq. prior to filing a lawsuit against the City for any such claim. Failure to submit a Government Code claim or comply with the claims provision contained in the Special Provisions shall bar Design-Build Entity from bringing and maintaining a valid lawsuit against the City. ARTICLE 6 LOCAL BUSINESS LICENSE, TAXES AND FEES 6.1 Business Tax Certificate and Governmental Approvals. As a condition of the Contract, Design-Build Entity and all subcontractors shall, during the term of this Agreement, secure and annually renew business tax certificates pursuant to Chapter 5.04 of the Riverside Municipal Code 8 to operate in the City of Riverside, and shall also secure and maintain at all times during performance of the Work, any other licenses, fees, permits or similar governmental approvals required by applicable law. 6.2 Offsets. Design-Build Entity acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Design-Build Entity to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Design-Build Entity under the Agreement. Notice of such withholding and offset shall promptly be given to Design-Build Entity by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. ARTICLE 7 BONDS 7.1 Performance and Payment Bonds. and issuance of the Notice to Proceed, Design-Build Entity shall furnish to the City two (2) duly executed surety bonds using the forms included within the RFP requirements, one (1) as security for the faithful performance of the Agreement and one (1) as security for the payment of all persons performing labor and furnishing materials in connection with the Agreement. Both bonds shall be in the amount of one hundred percent (100%) of the Contract Price and shall be subscribed by an Admitted Surety Insurer which is authorized to transact surety insurance business in the State of Should any bond or surety become insufficient, Design-Build Entity shall furnish City a new bond within ten (10) days after receiving notice from City. No payments will be due or paid under the Agreement until any and all bond deficiencies have been remedied. Design-Build Entity, by execution of this Agreement acknowledges that the bonds are not Contract Documents but are separate obligations. ARTICLE 8 WORKERS COMPENSATION INSURANCE 8.1 Workers Compensation Insurance Certificate. By executing this Agreement, Design-Build Entity certifies that Design-Build Entity is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability -insurance before commencing any of the Work. Design-Build Entity 8.2 Evidence of Coverage. Agreement, Design-Build Entity shall file with the City either: 1) a certificate of insurance or self-insurance evidencing that such insurance is in effect, or that Design-Build Entity is self-insured for such coverage; or 2) a certified statement that Design-Build Entity has no employees, and acknowledging that if Design-Build Entity does employ any person, the necessary certificate of insurance will immediately be filed with City. Any Certificate filed with the City shall provide that City shall be given ten (10) days prior written notice before modification or cancellation thereof. 9 8.3 Carrier Rating. Design-Build EntityA or higher and a Financial Class of VII or larger. 8.4 Subcontractor Workers Compensation Insurance. Design-Build Entity shall require each of its Subcontractors to obtain and maintain for the duration of this Agreement, complete law requires. ARTICLE 9 DESIGN- LIABILITY INSURANCE 9.1 Minimum ScopeDesign-Build Entitycommencement of Work, Design-Build Entity shall secure, submit proof of and shall thereafter maintain without interruption, until completion of the Design-Build Entity, such commercial general, automobile liability, professional liability, builders risk and/or installation floater insurance as shall protect Design-Build Entity, its Subcontractors and the Additional Insureds from any and all claims for damages for personal injury, including accidental death, as well as any and all claims for property damage which may arise from or which may concern operations under the Agreement, whether such operations be by or on behalf of Design-Build Entity, any subcontractor or anyone directly or indirectly employed by, connected with or acting for or on behalf of any of them. 9.2 Carrier Ratings. All liability insurance shall be issued by an insurance company or companies authorized to transact liability insurance business in the State of California with a policy 9.3 Minimum Limits. Design-Build Entity shall maintain minimum limits of insurance as follows: 9.3.1 Commercial General Liability: Design-insurance policy (ISO Form CG 00 01) shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liabilliability) in an amount not less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/ location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. Commercial General Liability. Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 0001). This coverage shall include: i. Manufacturers and Contractors liability; ii. Broad form property damage in any case where the Design-Build Entity has any property belonging to the City in the Design-custody, or control; iii. ; iv. Blanket contractual liability; 10 v. Products and completed operations coverage; and vi. Coverage for collapse, explosion, and excavation. 9.3.2 Automobile Liability Insurance: Design-shall cover both bodily injury and property damage in an amount no less than $5,000,000 per accident. All of Design-policies shall cover all vehicles used in connection with Design-Agreement, which vehicles shall include, but are not limited to, Design-Build Entity owned vehicles, Design-Build Entity leased vehicles, Design--Design-Build Entity-owned vehicles and hired vehicles (Code 1). Automobile Liability. Insurance Services Office Automobile Liability Coverage (Form CA 0001), covering Symbol 1 (any auto). This coverage shall include: i. Coverage for owned, non-owned, and hired automobiles. 9.3.3 Professional Liability. 9.3.4.1 The Design-: 1) Include professional malpractice, errors and omissions; and 2) Provide coverage for claims arising from acts, errors or omissions from professional services performed by or on behalf of Design-Build Entity, its Design-Build Entity Members, design consultants, Subcontractors, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, including liability assumed under and arising from the Agreement. The Design-liability in an amount not less than: one million dollars ($1,000,000) per claim; and two million dollars ($2,000,000) in the aggregate. Design-Build Entity shall be responsible for the full amount of all deductibles/self-insured retention per claim for coverage under the Professional Liability Insurance policy. These minimum amounts of coverage shall not constitute any limitation or cap on Design- obligation. The Design-Build Entity shall require that each Design-Build Entity Member design consultant maintain professional liability coverage. Each Design-Build Entity Member design cnegligent acts, errors or omissions from professional design services performed by Design-Build Entity Member design consultant, including liability assumed under and arising from the Agreement. Each Design-Build Entity Member design cmust provide limits of liability in an amount not less than: one million dollars ($1,000,000) per claim; and two million dollars ($2,000,000) in the aggregate. Design-Build Entity Member design consultant shall be responsible for the full amount of all deductibles/self-insured retention per claim for coverage under the Professional Liability Insurance policy. 11 9.3.4 No limitation on Indemnification: These minimum amounts of coverage shall not 9.4 Notice of Cancellation and Renewals. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail (this obligation may be satisfied in the alternative by requiring such notice to be provided by Design-Build Entityprovided to City). Design-Build Entity agrees that upon receipt of any notice of cancellation or alteration of the policies, Design-Build Entity shall procure within five (5) days, other policies of insurance similar in all respects to the policy or policies to be cancelled or altered. Design-Build Entity shall furnish to the City copies of any endorsements that are subsequently issued amending coverage or limits within fourteen (14) days of the amendment. 9.5 All Coverages. The insurance policy or policies shall also comply with the following provisions: a. Policies shall include premises/operations, products completed operations, underground hazard, broad form contractual, personal injury with employment exclusion deleted, and broad form property damage. b. Design-Build Entity hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of sua waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and subcontractors. c. If policies are written on a claims-made basis, the certificate should so specify and the policy must continue in force for five (5) years after completion of the Project. The retroactive date of the coverage must also be listed. Design-Build entity must include the retroactive date on the Certificate of Insurance (COI) and the date must be the execution date of the agreement or the first day of the contract work. d. The policy shall specify that the insurance provided by Design-Build Entity will be considered primary and not contributory to any other insurance available to the City of Riverside. Design-Build Entity shall provide Form No. CG 20 01 04 13 to City as respects to the Entity its officers, officials, employees, and volunteers. . e. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the least as broad as ISO Form CG 20 10, CG 11 85 or both 12 CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). f. If the Design-Build Entity maintains broader coverage and/or higher limits than the minimums shown above, the City shall then be entitled to broader coverage and/or the higher limits maintained by the Design-Build Entity. The minimum insurance levels required do not limit the Design- 9.6 Certificates of Insurance, Additional Insured Endorsements, and Deductibles. Prior Design-Build Entity shall furnish City with original certificates of insurance and additional insured endorsements setting forth evidence of all insurance coverage required by this Article. Each certificate and endorsement is to be signed by a person authorized by that insurer to bind coverage on its behalf. The City of Riverside, its City Council, and all of its respective officials, officers, directors, employees, managers, commission members, representatives, agents, and council members shall be named as additional insureds under each policy. 9.7 Design-Build Entity Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Design-Build Entity shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its discretion and sole option: (a) fees, and costs against Design-Build Entity by way of set-off or recoupment from sums due Design-Build Entity; (b) immediately terminate or suspend Design-Build Entitythe Agreement; (c) pay Design-Build EntityDesign-Build Entity coverage; or (d) self-insure the risk, with all damages and costs incurred, by judgment, settlement Design-Build Entity, by way of set-off or recoupment from any sums due Design-Build Entity. Upon demand, Design-Build Entity shall repay City for all sums that City paid to obtain, renew, reinstate, or replace the insurance, or City may offset the cost against any monies that the City may owe Design-Build Entity. 9.8 Verification of Coverage. The Design-Build Entity shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. City shall have the right to obtain complete and certified copies of Design-(including, but not limited to, the declarations page, form list and riders), endorsements, or certificates required under the Design-Build Entity Documents, upon request (including, but not limited to, the declarations page, form list and riders). All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Design-. 9.9 Reassessment of Insurance Requirements. At any time during the duration of this Contract, the City may require that Design-Build Entity obtain, pay for, and maintain more or less 13 the Design-Build EntityAgreement; (2) the nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, Design-Build EntityAgreement; or (3) the availability, or affordability, or both, of increased liability insurance coverage. 9.10 Design-Build Entity The Design-Build Entity and its Subcontractors of every tier shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Design-Build Entity-owned tools, machinery, equipment, or motor vehicles owned or rented by the Design-Build Entity, or the Design-Build Entity, or Subcontractors as well as to any temporary structures, scaffolding, and protective fences. 9.11 No Limitation. Design-Build EntityContract Documents shall not be construed to limit the liability of the Design-Build Entity or its recourse to any remedy available at law or in equity. 9.12 The Design-Build Entity shall include in all subcontracts a requirement that the Subcontractors of every tier shall obtain and maintain, at a minimum, all insurance required by Articles 9 and 10 of this Agreement, except that the limits of liability and deductibles shall be in amounts determined by the Design-Build Entity, based on the degree of hazardous exposure according to the Work performed by each Subcontractor and the size of each subcontract. Design-Build Entity shall ensure that any professional engineer retained on its behalf to provide supplemental plans and engineering calculations required in conjunction with the Work, maintains professional liability insurance during the entire term of this Agreement. Such insurance shall be in the minimum amount of $1,000,000 to protect City from claims resulting from the engineer(s) activities. This minimum amount of coverage shall not constitute any limitation or cap on Design-Build Entityication obligations set forth herein. The City reserves the right to request certificates of insurance from the Design-Build Entity for each Subcontractor. The Design-Build Entity acknowledges that regardless of insurance obtained by its Subcontractors, the Design-Build Entity will be responsible to the City for any and all acts of its Subcontractors. ARTICLE 10 - INDEMNITY/DUTY TO DEFEND 10.1 For Professional Design Services. Regarding Design-Build Entityservices, Design-Build Entity agrees to indemnify, hold harmless, protect, and reimburse actual defense costs to the maximum extent permitted by applicable law, the City, its City Council, and all of its respective officials, officers, directors, employees, managers, commission members, from and against any and all loss, damage, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceedings, causes of action, demands, costs, judgments, liens, stop 14 notices, penalties, damages, losses, anticipated losses of revenue, expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation kind or nature whatsoever, whether actual, threatened, or alleged, arising out of, resulting from or is in any way (either directly or indirectly) related to, or is in any manner connected with, the performance of Work, the Project, activities, operations or duties of Design-Build Entity, or anyone employed by or working under Design-Build Entity, and from all claims by anyone employed by or working under Design-Build Entity for services rendered to Design-Build Entity in the performance of this Agreement . This indemnification obligation shall apply to Indemnity Claims to the extent such Indemnity Claims arise out of, pertain to, or relate to, any negligence, recklessness, or willful misconduct of the Design-Build Entity, and its design consultants performing landscape architecture, engineering, or land surveying in accordance with Civil Code 2782.8, or the Indemnity Claims arise out of or occur in connection with the performance of professional services under this Agreement including, without limitation, errors, omissions, inconsistencies, inaccuracies, deficiencies, and other defects in Instruments of Services and Construction Documents furnished by Design-Build Entity, regardless of whether or not the such errors, omissions, inconsistencies, inaccuracies, deficiencies, and other defects were included in any documents provided by City including CityCriteria. Design-Build Entity agrees that, because the Performance Criteria documents provided by City are preliminary and conceptual in nature and are subject to review and modification by Design-Build Entity: (a) it is appropriate for Design-Build Entity to assume liability for errors, omissions, inconsistencies, and other defects in the completed Project even though they may be related to errors, omissions, inconsistencies, other documents provided by the City; and (b) such Performance Criteria and other documents provided by City shall not be deemed "design furnished" by City or any of the other Indemnified Parties, as the term "design furnished" is used in Civil Code section 2782. 10.2 Other Indemnities. Except as to the sole negligence, active negligence or willful misconduct of the City, and to the fullest extent permitted by law, Design-Build Entity assumes liability for and agrees, at Design-Build Entity and hold Indemnitees, harmless from and against any and all loss, damage, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceedings, causes of action, demands, costs, judgments, liens, stop notices, penalties, damages, losses, anticipated losses of revenue, expenses (including, but not limited to, any fees of accountants, atfees, or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from or is in any way (either directly or indirectly) related to, or is in any manner connected with, the performance of Work, the Project, activities, operations, or duties of Design-Build Entity, or anyone employed by or working under Design-Build Entity, and from all claims by anyone employed by or working under Design-Build Entity for services rendered to Design-Build Entity City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent conduct, whether active or passive, on the part of Design-Build Entity or of anyone employed by or working under Design-Build Entity. 15 , or expenses -, or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 10.3 Duty to Defend. Design-Build Entity agrees, at its sole cost and expense, to promptly defend the Indemnitees from all Indemnity Claims, except to the extent such Indemnity Claims arise from any negligence, recklessness, or willful misconduct of the Indemnitees, and its design consultants performing landscape architecture, engineering, or land surveying in accordance with Civil Code 2782.8. The duty of the Design-Build Entity to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by Design-Build Entity of the tender of any Indemnity Claim from an Indemnitee. The Design-Build EntityDesign-Build Entity expense and not be excused because of Design-Build Entityevaluate liability or because the Design-Build Entity evaluates liability and determines that the Design-Build Entity is not liable. This duty to defend shall apply, whether or not an Indemnity Claim has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively, or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any Indemnity Claim. Design-Build Entity agrees to provide this defense immediately upon written notice from the City, and with well-qualified, adequately insured, and experienced legal counsel acceptable to the City. Design-Build Entity will reimburse City for reasonable defense costs for claims arising out of Design-Build - 10.4 Design Consultant and Subcontractor Requirements. In addition to the requirements set forth hereinabove, Design-Build Entity shall ensure, by written agreement, that each of Design-Build Entitydesign consultants and Subcontractors of every tier shall protect, defend, indemnify, and hold harmless the Indemnitees with respect to Indemnity Claims arising out of, in connection with, or in any way related to each such Project in the same manner in which Design-Build Entity is required to protect, defend, indemnify, and hold the Indemnitees harmless. Notwithstanding the foregoing, this provision and any other indemnity provisions contained in the Contract Documents shall not be construed to require indemnification or defense by Design-Build Entity, design consultants, Subcontractors in excess of the indemnification and defense obligations permitted under California law including, without limitation, California Civil Code Sections 2782, 2782.05, and 2782.8. In the event Design-Build Entity fails to obtain such defense and indemnity obligations from others as required herein, Design-Build Entity agrees to be fully responsible to the Indemnitees according to the terms of this Article. 10.5 No Limitation or Waiver of Rights. Design-Build Entityare in addition to any other rights or remedies which the Indemnitees may have under the law or under the Contract Documents. Design-Build Entityforth in this Article are separate and independent from the insurance provisions set forth in the Agreement and do not limit, in any way, the applicability, scope, or obligations set forth in such insurance provisions. The purchase of insurance by the Design-Build Entity with respect to the obligations required herein shall in no event be construed as fulfillment or discharge of such 16 obligations. In any and all claims against the Indemnitees by any employee of the Design-Build Entity, any Subcontractor, any supplier of the Design-Build Entity or Subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the obligations under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Design-Build Entity or any Subcontractor or any supplier s compensation acts, disability benefit acts, or other employee benefit acts. Failure of the City to monitor compliance with these requirements imposes no additional obligations on the City and will in no way act as a waiver of any rights hereunder. 10.6 Withholding to Secure Obligations. In the event an Indemnity Claim arises prior to final payment to Design-Build Entity, the City may, in its sole discretion, reserve, retain, or apply any monies due Design-Build Entity for the purpose of resolving such Indemnity Claims; provided, however, the City may release such funds if the Design-Build Entity provides the City with discretion, determine whether such assurances are reasonable. 10.7 Survival of Indemnity Obligations. Design-Build Entityare binding on Design-Build Entity , and assigns and shall survive the completion of the Work or termination of the Design-Build Entityof the Work. 10.8 Independent Contractor. Design-Build Entity shall at all times during its performance of the Work retain its status as an independent contractor. Design-Build Entityagents shall under no circumstances be considered or held to be employees or agents of City and compensation or unemployment insurance for or on behalf of Design-Build Entity or its employees and agents. ARTICLE 11 PREVAILING WAGES 11.1 Public Work Project. This Project is a public work as defined in California Labor Code Section 1720. Design-Build Entity and all Subcontractors of any tier are required to pay all workers employed in the execution of the Work not less than the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and determination of prevailing rates is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully set forth herein. Future effective general prevailing wage rates, which have been predetermined and are on file with the California Department of Industrial Relations are referenced but not printed in the general prevailing wage rates. Pursuant to Labor Code Section 1725., Design-Build Entity and subcontractors shall register with and meet the requirements of the Department of Industrial Relations (DIR) in order to bid and perform public works projects. This Project is subject to compliance monitoring and enforcement by the DIR. Design-Build Entity 17 must post job site notices prescribed by regulation. Design-Build Entity and subcontractors on all public works projects shall submit electronic certified payrolls to the Labor Commissioner and City unless excused from this requirement. 11.2 California Labor Code. Design-Build Entity is aware of and stipulates that Design-Build Entity will also comply with the following sections of the California Labor Code: a. Section 1775 prescribing monetary penalties and sanctions for failure to pay prevailing wage rates; b. Section 1776 requiring the making, keeping and disclosing of detailed payroll records and prescribing monetary penalties and sanctions for failure to do so; c. Section 1777.5 prescribing the terms and conditions for employing registered apprentices; d. e. Section 1813 prescribing monetary penalties and sanctions for violations of the provisions concerning eight-hour workdays and forty-hour work weeks. f. Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR and prescribing monetary penalties and sanctions for failure to do. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public-Works/PublicWorks.html. ARTICLE 12 MISCELLANEOUS 12.1 Non-Discrimination. Except as provided in Section 12940 of the California Government Code, during Design- performance of the Agreement, Design-Build Entity shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS), or any condition related thereto, marital status, gender, gender identity, genetic information, gender expression, sex or sexual orientation, military, and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment. Design-Build Entity shall also comply with the requirements of the Americans with Disabilities Act in the performance of the Agreement. 12.2 Notice. Except with respect to claims pursuant to Public Contract Code Section 9204, as set forth in Section 2-12.2 of the Special Provisions, whenever any provision of the Contract Documents requires the giving of written notice, including notices, bills, invoices, or other documents required or permitted under this Agreement, service shall be sufficient if sent by one party to the other by overnight courier, or by registered, certified, or United States first-class mail, postage prepaid and addressed as follows: City City of Riverside Attn: Airport Director 6951 Flight Road, Ste. 210 Design-Build Entity Square Signs LLC, dba Front Signs Attn: Gevorg Hambardzumyan 3520 Valhalla Drive 18 Riverside, CA 92504 Burbank, CA 91505 12.3 Design-Build Entity 12.3.1 If the Design-Build Entity submits a claim to the City for additional compensation, the City shall have the right, as a condition to considering the claim, and as a basis for evaluation of the claim, and until the claim has been settled, to audit the Design-Build Entity's books to the extent they are relevant. This right shall include the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to discover and verify all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred and for which the claim has been submitted. The right to audit shall include the right to inspect the Design-Build Entitys plant, or such parts thereof, as may be or have been engaged in the performance of the Work. The Design-Build Entity further agrees that the right to audit encompasses all subcontracts and is binding upon Subcontractors. The rights to examine and inspect herein provided for shall be exercisable through such representatives as the City deems desirable during the Design-Build Entity's normal business hours at the office of the Design-Build Entity. The Design-Build Entity shall make available to the City for auditing, all relevant accounting records and documents, and other financial data, and upon request, shall submit true copies of requested records to the City. 12.3.2 The City and/or its authorized auditors or representatives, shall have access to and the right to examine, audit, excerpt, transcribe, and reproduce any of the Design-Build Entityrecords for a period of at least three (3) years after termination of the Design-Build Entity and/or Final Payment. Such records include without limitation, job cost reports, journals, ledgers, records of accounts payable and receivable, profit and loss statements, bank statements, invoices, receipts, subcontracts, agreements, notes, correspondence, memoranda, and any documents generated and received in Design-Build EntityAgreement. Upon written notice by the City, Design-Build Entity shall promptly make all such records available to City and/or its authorized auditors or representatives and cooperate with the City and its authorized auditors or representatives in examining, auditing, excerpting, transcribing, and reproducing the records. 12.4 Venue. The exclusive venue of any action at law or in equity brought by the Design-Build Entity or any Subcontractor, with regard to this Agreement or the Project, shall be the Superior Court in Riverside County, State of California. 12.5 No Estoppel or Waiver by City. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be otherwise agreed in writing. The waiver by the City of any breach or violation of any term, covenant, or condition of this Agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent payment of any monies or fee by the City which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by Design-Build Entity or any term, covenant, or condition of this Agreement or of any applicable law or ordinance. 19 12.6 Signature Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Design-Build Entity each represent and warrant that they have the legal power, right and actual authority to bind Design-Build Entity to the terms and conditions hereof and thereof. 12.7 Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect. [SIGNATURES ON THE FOLLOWING PAGE.] 20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.CITY OF RIVERSIDE, a California and municipal corporationBy: __________________________City ManagerAttest: __________________________City ClerkCertified as to Availability of Funds:By: ____________________________ Chief Financial OfficerAPPROVED AS TO FORM:By: _______________________________Sean B. MurphyDeputy City Attorney SQUARE SIGNS LLC, a Californialimited liability company doing business as FRONT SIGNSBy: ______________________________________________________________ [Printed Name and Title]By: ______________________________________________________________ [Printed Name and Title] 313619 SBM 03/17/26
21 I am aware of the provisions of Section 3700 of the Labor Code which require every -insurance in accordance with the provisions of that code, and I will comply with suchprovisions before commencing the performance of the work of this contract.DATED: SQUARE SIGNS LLC, a Californialimited liability company doing business as FRONT SIGNSBy ________________________________________________Printed Name and Title