Agenda Item 8G — Torrance City Council, May 6, 2025

8G
Date: May 6, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Milton Sanabria, Administrative Services Manager | [email protected] Subject: General Services – Approve Contract Services Agreements for As-Needed Job Order Contracting for General Contractor Services Through Sourcewell and Adopt California Environmental Quality Act (CEQA) Categorical Exemption Pursuant to Section 15301. Expenditure: $5,000,000 (General Fund).

RECOMMENDATION
Recommendation of the General Services Director that City Council:

1. Approve a first amendment to the contract services agreement with Harry H. Joh Construction, Inc of Paramount, CA (C2024-262), in the amount of $1,250,000, for a new total amount of $2,000,000, for on-call general contracting services through Sourcewell for a three-year period beginning November 19, 2024 and ending June 30, 2027; and

2. Approve a first amendment to the contract services agreement with MDJ Management, LLC of El Segundo, CA, (C2024-195), in the amount of $ 1,250,000 for a new total amount of $2,000,000, for on-call general contracting services through Sourcewell for a three-year period beginning November 19, 2024 and ending June 30, 2027; and

3. Approve a contract services agreement with Mackone Development, Inc. of Los Angeles, CA, in the amount of $1,000,000, for on-call general contracting services through Sourcewell for a three-year period beginning November 19, 2024 and ending June 30, 2027; and

4. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Section 15301 (Existing Facilities).

FUNDING

Funding is available in Fiscal Year 2024 -25 Operating Budget and Capital Improvement Plan , depending on scale and scope of services requested, and it is expected to be available in subsequent fiscal years.

DISCUSSION

On November 19, 2024, your Honorable Body approved two initial Job Order Contract (JOC) agreements with MDJ Management and Harry H. Joh Construction, each with not -to-exceed annual amounts of $750,000. Since then, the City has successfully used this contracting method to complete several projects, including renovations at the Police Department, Fire Station 1, the Veteran’s Memorial Center, Russ Nolte Annex, and the Historical Museum.

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To continue supporting capital improvement efforts, Staff recommends amending the existing agreements and adding a third general contractor to the City's list of approved contractors. Upon approval, the City will utilize Job Order Contracts through Sourcew ell to provide on-call general contractor services for the maintenance and repair of City facilities. JOCs allow departments to respond quickly to urgent needs, manage peak workloads, and access specialized services without the delays typical of traditional procurement processes. This approach supports projects across all City buildings, including Transit Operations and City Parks.

The proposed agreements will establish not -to-exceed annual amounts of $2,000,000 for amended contracts and $1,000,000 for new one. Each agreement is contingent upon available funding, with individual projects funded through the approved capital budget. Th is approach provides departments with flexibility, efficiency, and responsiveness while helping to ensure essential City operations continue without interruption.

Category Vendor Name Prior Work Performed
Contract Annual
Amount
Construction
Harry H. Joh
Construction,
Inc.
• Delthorne Park Roof and Framing
Replacement
• Police Department Renovations
$2,000,000
Construction
MDJ
Management,
LLC
• Russ Nolte Annex Stucco Repair
• Historical Society Museum Roof
Repair
• Fire Station #1 Training Offices
Renovation
$2,000,000
Construction
Mackone
Development,
Inc.
• Veterans Memorial Center
Flagpole $1,000,000

These agreements do not guarantee any specific amount of work but provide the City with access to general contractor services as needed. Contractors may be assigned multiple projects, a single project, or none at all, with the total value of assignments not to exceed the contract amount. The City of Torrance (City) is a member of Sourcewell (formerly the National Joint Powers Alliance), which competitively bids construction tasks with pre-set unit prices and specifications for general construction services, including materials, equipment, and labor costs. Many government agencies share contracting efforts through cooperative purchasing agreements to maximize cost savings, staff resources, and expedite the public bidding process.

The Torrance Municipal Code (TMC) authorizes the City to participate in cooperative purchasing agreements like those established by Sourcewell while also adhering to the City’s procurement policies. A cooperative purchase is allowable under TMC Section 22. 3.100 entitled “Exceptions to the Competitive Process” which states:

“The competitive selection processes set forth in this Chapter do not apply in the following categories however purchases shall be made in accordance with procedures and regulations established by the City Manager:

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d) A proposed purchase is at or below the current market price and will result in significant cost savings to the City, or that the proposed purchase is not more than the current market price, and that significant time will be saved by such a purchase.”

Sufficient funding is available to make purchases through June 30, 2027. Purchases in future fiscal years are dependent upon availability of funding in the adopted budgets of the applicable fiscal years.

ENVIRONMENTAL FINDINGS

The proposed action qualifies for exemption from review under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301. This exemption applies to activities that involve the operation, repair, maintenance, permitting, leasing, licensing, or minor alterations of existing public or private structures, facilities, mechanical equipment, or topographical features, provided there is negligible or no expansion of use beyond what was in place at the time of the lead agency's determination. It includes interior or exterior modifications, such as installing interior partitions, plumbing, and electrical conveyances; maintenance of existing infrastructure like highways, streets, sidewalks, gutters, and trails; and the restoration or rehabilitation of deteriorated or damaged structures or equipment to meet current public health and safety standards, unless substantial damage from environmental hazards, like earthquakes or landslides, is identified.

ATTACHMENTS

1. C2024-262 General Construction Services – Harry H. Joh Construction, Inc.

2. First Amendment to Contract Services Agreement (C2024-262)-HJC

3. Sourcewell Contract Extension-Harry Joh Construction-HJC Extension

4. C2024-263 MDJ Management LLC

5. First Amendment to Contract Services Agreement (C2024-263)-MDJ

6. Sourcewell Contract Extension-MDJ

7. Contract Services Agreement – Mackone Development, Inc.

8. Sourcewell Contract-Mackone CA-R8-GB-101723-MDI

9. Sourcewell Mackone Contract Extension-CA-R8-GB-101723-MDI

FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT (C2024-262) This First Amendment to Contract Services Agreement C2024-262 (the “First Amendment”) is made and entered into as of October 1, 2024 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Harry H. Joh Construction, Inc., a California corporation (“CONTRACTOR”).

RECITALS:

A.CITY previously wished to retain the services of an experienced and qualified CONTRACTOR to provide as needed General Construction Services throughout City Facilities and Parks.

B.In order to obtain the desired services, CITY reviewed the cooperative purchase agreements available from Sourcewell.

C.Sourcewell competitively bids contracts for construction services, with pre-set unit prices and specifications, including but not limited to materials, equipment, and labor costs.

Sourcewell then enters into cooperative purchasing agreements based on those bids, and makes those cooperative purchasing agreements available for State and Local Governments, including CITY.

D.Sourcewell Contract CA-R8-GB-101723-HJC (the “Sourcewell Contract”) is a cooperative purchasing agreement entered into by CONTRACTOR that includes the as- needed General Construction Services throughout City Facilities and Parks sought by CITY. On or about November 14, 2024, CONTRACTOR and Sourcewell entered into an Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723-HJC (the “Sourcewell Extension”), which extended the term of the Sourcewell Contract through December 5, 2025. A true and correct copy of the Sourcewell Extension is attached herein as Exhibit A-1.

E.On or about October 1, 2024, CITY and CONTRACTOR entered into Contract Services Agreement C2024-262 (the “Agreement”), utilizing the Sourcewell Contract, whereby CONTRACTOR agreed to provide as-needed General Construction Services throughout City Facilities and Parks, pursuant to the Sourcewell Contract and the specific Scope of Work (the “Scope of Work”) for the project, with a term running through September 30, 2027, and for an amount not-to-exceed $2,250,000 (the “Agreement Sum”), unless otherwise first approved in writing by the CITY. The Agreement erroneously stated the Agreement Sum as $750,000, which was the initial per-year cost of the Agreement, and not the total initial $2,250,000 cost for the entire project.

F.CITY is satisfied with the level of service provided by CONTRACTOR.

G.CITY and CONTRACTOR now wish to amend the Agreement to increase CONTRACTOR’s compensation by $3,750,000, for a new Agreement Sum of $6,000,000, to allow CONTACTOR to complete the desired services.

AGREEMENT:

1. Paragraph 3, entitled “COMPENSATION”, subsection A, entitled “CONTRACTOR’s Fee”, is hereby amended to read in its entirety as follows:
“3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid pursuant to the Gordian Construction Task Catalog’s predetermined unit rate pricing and/or negotiated pricing amounts for the specific tasks and/or goods and/or services provided to the CITY; provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $6,000,000.00 (the “Agreement Sum”), unless otherwise first approved in writing by the CITY.”

2. In all other respects, the Agreement, as amended by this First Amendment, is ratified and reaffirmed and remains in full force and effect.

CITY OF TORRANCE,
a municipal corporation
Harry H. Joh Construction, Inc.,
a California corporation
By: _______________________________ By: ______________________________ Aram Chaparyan, City Manager Harry Joh, President

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney
By: _______________________________
Galen W. Bean
Deputy City Attorney
Attachments: Exhibit A-1: Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723-HJC
EXHIBIT A-1

AGREEMENT TO MODIFY AND EXTEND SOURCEWELL CONTRACT
CA-R8-GB-101723-HJC
[TO BE ATTACHED]

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CONTRACT SERVICES AGREEMENT
This CONTRACT SERVICES AGREEMENT (the "Agreement") is made and entered into as of October 1,2024 (the "Effective Date"), by and between the CITY OF TORRANCE, a municipal corporation ("C|TY"), and MDJ Management, LLC, a California Limited Liability Company ("CONTRACTOR').

RECITALS:

CITY wishes to retain the services of an experienced and qualified CONTRACTOR to provide as needed General Construction Services throughout City Facilities and Parks.
ln order to obtain the desired services, CITY reviewed the cooperative purchase agreements available from Sourcewell.

Sourcewell competitively bids contracts for construction services, with pre-set unit prices and specifications, including but not limited to materials, equipment, and labor costs. Sourcewell then enters into cooperative purchasing agreements based on those bids, and makes those cooperative purchasing agreements available for State and Local Governments, including CITY.

Sourcewell Contract CA-R8-GB-101723-MDJ (the "Sourcewell Contract") is a cooperative purchasing agreement entered into by CONTRACTOR that includes the as-needed General Construction Services throughout City Facilities and Parks sought by CITY. A true and correct copy of the Sourcewell Contract is attached herein as Exhibit A.

E. The Sourcewell Contract is an lndefinite Delivery, lndefinite Quantity ('lDlQ") contract. An lDlQ contract is designed to be a flexible contract used by government agencies to procure goods or services when the specific quantities and timing are uncertain at the time of the contract's formation. Each task or delivery order specifies the scope, schedule, and details for the work. Pricing for an lDlQ is predetermined based on unit rates or negotiated amounts for specific tasks or goods, like those found in standard construction catalogs.

CONTRACTOR shall utilize the Gordian Construction Task Catalog as the basis for the predetermined pricing based on unit rates and/or negotiated amounts for specific tasks or goods provided, for the services provided to CITY pursuant to this Agreement.

True and correct copies of both the lDlQ General Terms and Conditions between CONTRACTOR and Sourcewell (the "lDlQ GeneralTerms and Conditions"), and the Gordian Construction Task Catalog, are accessible in their entirety at https://www.sourcewell-mn.qov/cooperative-purchasinq/CA-R8-GB-101723-MDJ.

The Sourcewell Contract satisfies the Cooperative Purchase Exception found in Torrance Municipal Code Section 22.3.15.

CONTRACTOR represents that it is qualified to perform those services and provide those materials listed in the Sourcewell Contract.

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1 CITY and CONTRACTOR now wish to enter into this Agreement, whereby CONTRACTOR will provide as-needed General Construction Services throughout City Facilities and Parks, pursuant to the Sourcewell Contract.

AGREEMENT:

SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide CITY general construction services as covered by the Sourcewell Contract, and as further detailed by the lDlQ General Terms and Conditions and the Gordian Construction Task Catalog, on an on-call basis. A true and correct copy of the Sourcewell Contract is attached herein as Exhibit A.

True and correct copies of the lDlQ General Terms and Conditions and the Gordian Construction Task Catalog are accessible in their entirety at https://www.sourcewell-mn.gov/cooperative-purchasinslCA-R8-GB-101723-MDJ.

CONTRACTOR warrants that all work and services provided in compliance with the Sourcewell Contract, the lDlQ General Terms and Conditions, and the Gordian Construction Task Catalog, will be performed in a competent, professional and satisfactory manner.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through September 30,2027.

3. COMPENSATION
A CONTRACTOR's Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid pursuant to the Gordian Construction Task Catalog's predetermined unit rate pricing and/or negotiated pricing amounts for the specific tasks and/or goods and/or services provided to CITY; provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $750,000 (the "Agreement Sum"), unless othenruise first approved in writing by the CITY.

B. Schedule of Payment.

Provided that the CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid monthly, within 30 days after the date of the monthly invoice.

4. TERMINATION AGREEMENT
A. Termination by CITY for Convenience

1. CITY may, at any time, terminate the Agreement for CITY's convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY's convenience, CONTRACTOR will :
a) cease operations as directed by CITY in the notice;
b) take actions necessary, or that CITY may direct, for the protection preservation of the work; and
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Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 c) except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. ln case of such termination for CITY's convenience, CONTRACTOR will be entitled to receive payment for work executed; and costs incurred by reason of such termination, along with reasonable overhead and profit on the work not executed.

B. Termination for Cause.

1. lf either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. ln the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the CONTRACTOR and its surety, complete this Agreement or cause it to be completed.

Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due the CONTRACTOR under the terms of this Agreement will be retained by the CITY, but the retention will not release the CONTRACTOR and its surety from liability for the default. Under these circumstances, however, the CONTRACTOR and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount authorized for extra services.

3. Termination for cause will not affect or terminate any of the rights of the CITY as against the CONTRACTOR or its surety then existing, or which may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law
ln the event the CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause the CITY O}482114.doc 3
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 6 determines to be so serious and compelling as to affect CONTRACTOR's responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then the CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. The CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
lf any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that pady's performance shall be excused for a period equal to the period of such cause for failure to perform.

RETENTION OF FUNDS
CONTRACTOR authorizes the CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate the CITY for any losses, costs, liabilities, or damages suffered by the CITY, and all amounts for which the CITY may be liable to third parties, by reason of CONTRACTOR's negligent acts or omissions or willful misconduct in performing or failing to perform CONTRACTOR's obligations under this Agreement. ln the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, the CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of the CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect the CITY as elsewhere provided in this Agreement.

THE CITY'S REPRESENTATIVE
The General Services Director is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.

Whenever approval, directions, or other actions are required by the CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR.

CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Ronald Matthew McMillon, President
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I INDEPENDENT CONTRACTOR
The CONTRACTOR is, and at all times will remain as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents will have control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees, except as otheruvise set forth in this Agreement. The CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the CITY.

CITY has no duty, obligation, or responsibility to CONTRACTOR's agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR's agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR's failure to comply with CONTRACTOR's duties, obligations, and responsibilities under the Affordable Care Act, CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR's obligations under the Affordable Care Act relating to CONTRACTOR's agents and employees.

BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. lf 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 set forth in this Agreement. Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform the CITY of that fact and may not proceed except at CONTRACTOR's risk until written instructions are received from the CITY.

CARE OF WORK
CONTRACTOR must adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the work by the CITY, except those losses or damages as may be caused by the CITY's own negligence.

10. 11.

12. 13.
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14. 15.

CONTR/ACTOR'S ACCOUNTING RECORDS: OTHER PROJECT RECORDS Records of the CONTRACTOR's time pertaining to the project, and records of accounts between the CITY and the CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation specifications, drawings, progress reports and the like, relating to the project. All records will be available to the CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.

PREVAILING WAGE
All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the "Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. lf the Services are being performed as part of an applicable "Public works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.

Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a "Public works" project unless registered with the California Department of lndustrial Relations ("DlR") at the time the contract is awarded. lf the Services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the California Department of lndustrial Relations ('DlR'). Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Contractor must notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor's or any of its subcontractor's DIR registration status has been suspended, revoked, expired, or otherwise changed.

It is understood that it is the responsibility of Contractor to determine the correct salary scale. Contractor will 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 post copies at Contractor's principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. ln accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legalworking day.

Contractor must also comply with State law requirements to maintain payroll records and must provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. 6004821 14.doc
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16. 17

18. Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. lt is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all "Public works" (as defined by the Prevailing Wage Laws), Contractor will bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.

INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the City Council, each member thereof, present and future, its otficers, agents and employees from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. lt is further agreed, CONTRACTOR's obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of CITY, the City Council, each member thereof, present and future, or its officers, agents and employees, except for liability resulting solely from the negligence or willful misconduct of CITY, its officers, employees or agents. Payment by CITY is not a condition precedent to enforcement of this indemnity. ln the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of the CITY or its officers, employees, agents, subcontractors or vendors, CONTRACTOR will be obligated to pay for CITY's defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent.

CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation.

NON.LIABILITY OF THE CITY'S OFFICERS AND EMPLOYEES
No officer or employee of the CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.

INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the Agreement at its sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:
(1) Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
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(b)
Primarily Bodily lnjury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
Primary Property Damage of at least $250,000 per
occurrence; or
(2)
(c) Combined single limits of $1,000,000 per occurrence.

Commercial General Liability including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

B
c
(3) Workers' compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.

The insurance provided by CONTRACTOR will be primary and non- contributory.

CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, very officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Additional insured coverage endorsement must also apply to allwork performed by CONTRACTOR.

CONTRACTOR must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.
lf the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the D
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The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the

CONTRACTOR,
CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

19. SUFFICIENCY OF INSURERS
lnsurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated "4" or better in the most recent edition of Best's Key Rating Guide, and only if they are of a financial category Class Vll or better, unless these requirements are waived by the Risk Manager of the CITY ("Risk Manager") due to unique circumstances. ln 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 any insurance policies and/or the performance bond required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Managerto the City Council of the C|TYwithin 10 days of receipt of notice from the Risk Manager.

20. CONFLIGT OF INTEREST
A No otficer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee's financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

21. NOTTCE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

O}482114.doc I
H
B
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 1 2
Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.

First Class mail. When mailed first class to the last address of the recipient known to the party giving notice: notice is etfective three mail delivery days after deposit in an United States Postal Service office or mailbox.

Certified mail. When mailed certified mail, return receipt requested: notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender's account:
notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice: notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

7. Addresses for purpose of giving notice are as follows CONTRACTOR MDJ Management, LLC
531 Main Street
Suite 611
El Segundo, CA90245
Fax: No Fax
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
with a copy to: Attn: Nina Schroeder
General Services Department
3350 Civic Center Drive, Suite 201
Torrance, CA 90503
Fax: (310) 781-7199
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement. 3 4.

B
c
004821 14.doc 10
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACT¡NG
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either the CITY or CONTRACTOR without the prior written consent of the other.

INTEGRATION : AMENDMENT
This Agreement represents the entire understanding of the CITY and CONTRACTOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might othenrvise apply. To the extent that the terms of the Bid or Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

25. SEVERABILITY
23,
24 22
26 28.
lf any part of this Agreement is found to be in conflict with applicable part will be inoperative, null and void insofar as it is in conflict with any laws, that
applicable
27 laws, but the remainder of the Agreement will remain in full force and effect

TIME OF ESSENGE
Time is of the essence in the performance of this Agreement.

GOVERNING LAW: JURISDIGTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

WA¡VER OF BREAGH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party's consent or approval of any act by the other party requiring the party's consent or approval will not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

ATTORNEY'S FEES
Except as provided for in Paragraph 16, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded 29 30.
004821 14.doc 11
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 32 31.

33. reasonable attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

EXHIBITS
¡lt eifr¡Oits identified in this Agreement are incorporated into the Agreement by this reference.

CONTRACTOR'S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of the CONTRACTOR warrant that (i) the CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of the CONTRACTOR; (iii) by so executing this Agreement, the CONTRACTOR 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 the CONTRACTOR is bound.

PUBLIC RECORDS AGT
nny Oocuments submitted by the CONTRACTOR; all information obtained in connection with the CITY's right to audit and inspect the CONTRACTOR's documents, books, and accounting records pursuant to paragraph 14 Contractor's Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Bid used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked "trade Secret", "COnfidential", Or "proprietary". The CITY Shall nOt in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
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00482114.doc 12
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 ln the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/Or contentS of a propOsal marked "trade Secret", "confidential", or "proprietary", the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney's fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE,
a municipal corporation
MDJ Management, LLC,
a California Limited Liability Company
By:

Ronald Matthew McMillon,
President
By
Aram Chaparyan,
City Manager

APPROVED AS TO FORM
PATRICK Q. SULLIVAN
City Attorney
By:

Galen W. Bean
Deputy City Attorney
Attachments: Exhibit A - Sourcewell Contract CA-R8-GB-101723-MDJ Rev. 0123
00482114.doc 13
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846

EXHIBIT A
SOURCEWELL CONTRACT CA-R8-GB-I 01 723.MDJ
rro BE ATTACHEDI
004821 14.doc 14
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 DocuSign Envelope lD: SDASCFAE-EF60-44S1-BEAF-23EE637C83SB Sourcewell Ffi
I ndefi n ite Del ivery-l ndef in ite Qua ntity construction contract Contract Number: CA-R8-GB-101723-MDJ
Service Type: General Buildins
This lndefinite Delivery-lndefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 L2th Street Northeast, P.O. Box 2L9, Staples, MN 56479 and MDJ Management, [LC, 531 Main St, Su¡te 611, El Segundo, CA 90245 (Contractor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section L23A.2tl that offers cooperative procurement solutions to government entities. Participation is open to federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public ent¡ties located within the United States.

The Contractor desires to contract with Sourcewellto provide construction services to entities that access Sourcewell's indefinite delivery-indefinite quantity (lDle) construction contracts within the Service Region.

TERM OF CONTRACT
A EFFFCTI VE DATE. This contract, including the General Terms and conditions incorporated by reference, is effective upon the later of December 6,2023 or the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires December 5,2024, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract allows up to five additional one-year extensions upon the request of Sourcewell and written agreement with Contractor. Sourcewell retains the right to consider additional extensions beyond six years as required under exceptional circumstances.

II. REGION AND SERVICES
The Contractor's Region is: Region 8. The Contractor's lDle construction service type is: General Building. The Contractor has agreed to perform work outside the Region.

III. ADJUSTMENT FACTORS
The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

A. Normal Working Hours - Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.1500.

Sourcewell I FB #CA-101723
lndefinite Delivery-lndefinite Quantity Construction Contracts in the State of California

Page 1 ends

Rev.4/2O27
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 DocuSign Envelope tD: SDASCFAE-EF60-44S1-BEAF-23EE637CB3SB B' other Than Normal working Hours - Prevailing wage Rate projects: work performed from 4:00p'm' to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The contractor willperform Tasks during other Than Normal working Hours for the Unit price set forth in the cTCmultiplied by the Adjustment Factor of: j..2000. c' secured Fac¡l¡t¡es/osHPD Prevailing - wage Rate Projects: work performed from 7:00 a.m. until4:00 p'm' Monday to Friday, except Holidays. The contractor will perform Tasks during Normal workingHours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: j..1500.

D' All union wage Projects: work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, exceptHolidays. The Contractor will perform Tasks during Normal Working Hours for the Unit price set forth inthe CTC multiplied by the Adjustment Factor of: j..1500.

E' Non pre'priced Adjustment Factor: To be applied to work determined not to be included in the crcbut within the general scope of the work: j..2g00.

VI. AUTHORIZED REPRESENTATIVE
A. sourcewell's Authorized Representative is its chief procurement officer.

B' The Contractor's Authorized Representative is Matthew McMillon. lf the contractor,s AuthorizedRepresentative changes at any time during this Contract, Contractor must promptly notify Sourcewell inwriting.

Sourcewell MDJ Management, LLC
By: ffiij':,**t,
f-DocuSigned
by:

I ltløitl^u^t lt¿fu,i(t"ow
\- rro"r"roro,,o..By:

Jeremy Schwartz
Title: Chief Procurement Officer
¡^¡¿' L2/I/2023 | 2:56 PM csr
Matthew McMillon
Title: President
Datet r2/L/2023 | 11-:49 AM CSr
Sourcewell I FB #CA-101723
lndefinite Delivery-lndefinite euantity Construction Contracts in the State of California

Page 2 ends

Rev.4/2O2I
Docusign Envelope ID: 18365F65-04C8-4400-889F-11135D80C846 Certificate Of Completion
Envelope Id: 18365F65-04C8-4400-889F-11135D80C846
Status: Completed
Subject: Complete with Docusign: C2024-263 MDJ Management, LLC.pdf Source Envelope:

Document Pages: 16
Signatures: 3
Envelope Originator:

Certificate Pages: 5
Initials: 0
Theresa Yniguez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
3031 Torrance Blvd
Torrance, CA 90503
[email protected]
IP Address: 204.145.129.190
Record Tracking
Status: Original
11/21/2024 8:35:09 AM
Holder: Theresa Yniguez
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Ronald Matthew McMillon
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 166.196.75.127
Signed using mobile
Sent: 11/21/2024 8:38:07 AM
Viewed: 11/21/2024 9:44:10 AM
Signed: 11/21/2024 9:56:56 AM
Electronic Record and Signature Disclosure:

Accepted: 11/21/2024 9:44:10 AM
ID: b2e19cec-e2f4-41e7-9125-51b8145f4b94
Company Name: City of Torrance CA
Galen W. Bean
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 204.145.129.190
Sent: 11/21/2024 9:56:58 AM
Viewed: 11/21/2024 10:03:12 AM
Signed: 11/21/2024 10:03:21 AM
Electronic Record and Signature Disclosure:

Accepted: 11/21/2024 10:03:44 AM
ID: 781d3fe9-2f86-4d6a-9b45-b037d03689b2
Company Name: City of Torrance CA
Aram Chaparyan, City Manager
[email protected]
City Manager
Aram Chaparyan
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 204.145.129.190
Sent: 11/21/2024 10:03:23 AM
Viewed: 11/21/2024 10:29:37 AM
Signed: 11/21/2024 10:29:45 AM
Electronic Record and Signature Disclosure:

Accepted: 7/17/2024 8:27:22 AM
ID: baf094cf-710e-4c0d-a852-51e80de18bf7
Company Name: City of Torrance CA
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp

Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Theresa Yniguez
[email protected]
Deputy City Clerk I
City of Torrance
Security Level: Email, Account Authentication
(None)
Sent: 11/21/2024 10:29:47 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Milton Sanabria
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/21/2024 10:29:48 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
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Timestamp
Envelope Summary Events
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Timestamps
Envelope Sent
Hashed/Encrypted
11/21/2024 8:38:07 AM
Certified Delivered
Security Checked
11/21/2024 10:29:37 AM
Signing Complete
Security Checked
11/21/2024 10:29:45 AM
Completed
Security Checked
11/21/2024 10:29:48 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Torrance CA (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 5/2/2023 12:32:32 PM Parties agreed to: Ronald Matthew McMillon, Galen W. Bean, Aram Chaparyan, City Manager Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of Torrance CA:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected]

To advise City of Torrance CA of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of Torrance CA
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of Torrance CA
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify City of Torrance CA as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Torrance CA during the course of your relationship with City of Torrance CA.

FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT (C2024-263)

This First Amendment to Contract Services Agreement C2024-263 (the “First Amendment”) is made and entered into as of October 1, 2024 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and MDJ Management, LLC, a California Limited Liability Company (“CONTRACTOR”).

RECITALS:

A. CITY previously wished to retain the services of an experienced and qualified CONTRACTOR to provide as needed General Construction Services throughout City Facilities and Parks.

B. In order to obtain the desired services, CITY reviewed the cooperative purchase agreements available from Sourcewell.

C. Sourcewell competitively bids contracts for construction services, with pre-set unit prices and specifications, including but not limited to materials, equipment, and labor costs.

Sourcewell then enters into cooperative purchasing agreements based on those bids, and makes those cooperative purchasing agreements available for State and Local Governments, including CITY.

D. Sourcewell Contract CA-R8-GB-101723-MDJ (the “Sourcewell Contract”) is a cooperative purchasing agreement entered into by CONTRACTOR that includes the as- needed General Construction Services throughout City Facilities and Parks sought by CITY. On or about November 14, 2024, CONTRACTOR and Sourcewell entered into an Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723-MDJ (the “Sourcewell Extension”), which extended the term of the Sourcewell Contract through December 5, 2025. A true and correct copy of the Sourcewell Extension is attached herein as Exhibit A-1.

E. On or about October 1, 2024, CITY and CONTRACTOR entered into Contract Services Agreement C2024-263 (the “Agreement”), utilizing the Sourcewell Contract, whereby CONTRACTOR agreed to provide as-needed General Construction Services throughout City Facilities and Parks, pursuant to the Sourcewell Contract and the specific Scope of Work (the “Scope of Work”) for the project, with a term running through September 30, 2027, and for an amount not-to-exceed $2,250,000 (the “Agreement Sum”), unless otherwise first approved in writing by the CITY. The Agreement erroneously stated the Agreement Sum as $750,000, which was the initial per-year cost of the Agreement, and not the total initial $2,250,000 cost for the entire project.

F. CITY is satisfied with the level of service provided by CONTRACTOR.

G. CITY and CONTRACTOR now wish to amend the Agreement to increase CONTRACTOR’s compensation by $3,750,000, for a new Agreement Sum of $6,000,000, to allow CONTACTOR to complete the desired services.

AGREEMENT:

1. Paragraph 3, entitled “COMPENSATION”, subsection A, entitled “CONTRACTOR’s Fee”, is hereby amended to read in its entirety as follows:

“3. COMPENSATION
A. CONTRACTOR’s Fee.

2. In all other respects, the Agreement, as amended by this First Amendment, is ratified and reaffirmed and remains in full force and effect.

CITY OF TORRANCE,
a municipal corporation
MDJ Management, LLC,
a California Limited Liability Company

By: _______________________________

By: ______________________________
Aram Chaparyan, City Manager Ronald Matthew McMillon, President

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: _______________________________
Galen W. Bean
Deputy City Attorney

Attachments: Exhibit A-1: Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723-MDJ

EXHIBIT A-1

AGREEMENT TO MODIFY AND EXTEND SOURCEWELL CONTRACT
CA-R8-GB-101723-MDJ

[TO BE ATTACHED]

AGREEMENT TO

MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R8-GB-101723-MDJ

THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R8-GB-101723-MDJ, is effective upon the date of the last signature below.

Sourcewell and MDJ Management, LLC (“Contractor”) have entered into an Indefinite Delivery-Indefinite Quantity Construction Contract, Contract Number CA-R8-GB-101723-MDJ, with an initial term ending December 5, 2024, and five bilateral options to extend for an additional one-year term (“Contract”).

The parties agree to modify and extend the Contract as stated below.

CONTRACT MODIFICATION

The following is adopted as the new CTC for the Contract effective December 6, 2024:

Sourcewell California - Region 8

Pursuant to the Contract, Contractor’s Adjustment Factors remain fixed for the duration of the contract term and are unaffected by this modification.

EXERCISE OF OPTION: EXTENSION

Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period of December 6, 2024 through December 5, 2025.

Sourcewell MDJ Management, LLC

By: __________________________ By: __________________________ Jeremy Schwartz Matthew McMillon
Title: Chief Procurement Officer Title: President

Date:

Docusign Envelope ID: 7DDBE139-72E0-4A5D-8E63-D5944C7C43EE 11/14/2024 | 8:26 PM CST
11/14/2024 | 8:46 PM CST
1 CONTRACT SERVICES AGREEMENT

This CONTRACT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Mackone Development, Inc., a California corporation (“CONTRACTOR”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONTRACTOR to provide as needed General Construction Services throughout City Facilities and Parks.

B. In order to obtain the desired services, CITY reviewed the cooperative purchase agreements available from Sourcewell.

C. Sourcewell competitively bids contracts for construction services, with pre-set unit prices and specifications, including but not limited to materials, equipment, and labor costs. Sourcewell then enters into cooperative purchasing agreements based on those bids, and makes those cooperative purchasing agreements available for State and Local Governments, including CITY.

D. Sourcewell Contract CA-R8-GB-101723-MDI (the “Sourcewell Contract”) is a cooperative purchasing agreement entered into by CONTRACTOR that includes the as-needed general construction services sought by CITY. A true and correct copy of the Sourcewell Contract is attached herein as Exhibit A.

E. On or about November 15, 2024, CONTRACTOR and Sourcewell entered into an Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723- MDI (the “Sourcewell Extension”), which extended the term of the Sourcewell Contract through December 5, 2025. A true and correct copy of the Sourcewell Extension is attached herein as Exhibit B.

F. The Sourcewell Contract is an Indefinite Delivery, Indefinite Quantity (“IDIQ”) contract. An IDIQ contract is designed to be a flexible contract used by government agencies to procure goods or services when the specific quantities and timing are uncertain at the time of the contract’s formation. Each task or delivery order specifies the scope, schedule, and details for the work. Pricing for an IDIQ is predetermined based on unit rates or negotiated amounts for specific tasks or goods, like those found in standard construction catalogs.

G. CONTRACTOR shall utilize the Gordian Construction Task Catalog as the basis for the predetermined pricing based on unit rates and/or negotiated amounts for specific tasks or goods provided, for the services provided to CITY pursuant to this Agreement.

H. True and correct copies of both the IDIQ General Terms and Conditions between CONTRACTOR and Sourcewell (the “IDIQ General Terms and Conditions”), and the Gordian Construction Task Catalog, are accessible in their entirety at Mackone Development Inc: Contract CA-R8-GB-101723-MDI | Sourcewell.

2 I. The Sourcewell Contract satisfies the Cooperative Purchase Exception found in Torrance Municipal Code Section 22.3.15.

J. CONTRACTOR represents that it is qualified to perform those services and provide those materials listed in the Sourcewell Contract.

K. CITY and CONTRACTOR now wish to enter into this Agreement, whereby CONTRACTOR will provide as-needed General Construction Services throughout City Facilities and Parks, pursuant to the Sourcewell Contract.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide CITY general construction services as covered by the Sourcewell Contract and the Sourcewell Extension, and as further detailed by the IDIQ General Terms and Conditions and the Gordian Construction Task Catalog, on an on-call basis. A true and correct copy of the Sourcewell Contract is attached herein as Exhibit A. A true and correct copy of the Sourcewell Extension is attached herein as Exhibit B. True and c orrect copies of the IDIQ General Terms and Conditions and the Gordian Construction Task Catalog are accessible in their entirety at Mackone Development Inc: Contract CA -R8-GB- 101723-MDI | Sourcewell . CONTRACTOR warrants that all work and services provided in compliance with the Sourcewell Contract , the Sourcewell Extension, the IDIQ General Terms and Conditions, and the Gordian Construction Task Catalog, will be performed in a competent, professional and satisfactory manner.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through April 30, 2028.

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid pursuant to the Gordian Construction Task Catalog’s predetermined unit rate pricing and/ or negotiated pricing amounts for the specific tasks and/or goods and/or services provided to CITY; provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $1,000,000 (the “Agreement Sum”), unless otherwise first approved in writing by the CITY.

B. Schedule of Payment.

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.
3 2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

a) cease operations as directed by CITY in the notice;
b) take actions necessary, or that CITY may direct, for the protection preservation of the work; and
c) except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. In case of such termination for CITY’s convenience, CONTRACTOR will be entitled to receive payment for work executed; and costs incurred by reason of such termination, along with reasonable overhead and profit on the work not executed.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. In the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the CONTRACTOR and its surety, complete this Agreement or cause it to be completed.

C. Termination for Breach of Law.

In the event the CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or 4 subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause the CITY determines to be so serious and compelling as to affect CONTRACTOR’s responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then the CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. The CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.

6. RETENTION OF FUNDS
CONTRACTOR authorizes the CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate the CITY for any losses, costs, liabilities, or damages suffered by the CITY, and all amounts for which the CITY may be liable to third parties, by reason of CONTRACTOR’s negligent acts or omissions or willful misconduct in performing or failing to perform CONTRACTOR’s obligations 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 exists that appears to be the basis for a claim of lien, the CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of the CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect the CITY as elsewhere provided in this Agreement.

7. THE CITY’S REPRESENTATIVE
The General Services Director is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.

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5 8. CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Scott Yang, President
Matt Dugan, Vice President/Secretary

9. INDEPENDENT CONTRACTOR
The CONTRACTOR is, and at all times will remain as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents will have control over the conduct of the CONTRACTOR or any of the CONTRACTOR’s employees, except as otherwise set forth in this Agreement. The CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the CITY.

CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act. CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) 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 set forth in this Agreement. Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform the CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from the CITY.

6 13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the work by the CITY, except those losses or damages as may be caused by the CITY’s own negligence.

14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of the CONTRACTOR’s time pertaining to the project, and records of accounts between the CITY and the CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation specifications, drawings, progress reports and the like, relating to the project. All records will be available to the CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.

15. PREVAILING WAGE
All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of City and any Federal, State, or local governmental agency of competent jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates 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 ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.

Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Contractor must notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed.

It is understood that it is the responsibility of Contractor to determine the correct salary scale. Contractor will 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 post copies at Contractor’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE 7 DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contractor will bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.

16. INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the City Council, each member thereof, present and future, its officers, agents and employees from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. It is further agreed, CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of CITY, the City Council, each member thereof, present and future, or its officers, agents and employees, except for liability resulting solely from the negligence or willful misconduct of CITY, its officers, employees or agents. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of the CITY or its officers, employees, agents, subcontractors or vendors, CONTRACTOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent.

CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

17. NON-LIABILITY OF THE CITY’S OFFICERS AND EMPLOYEES
No officer or employee of the CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.

8 18. INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the Agreement at its sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:

(1) Automobile Liability, including owned, non -owned and hired vehicles, with at least the following limits of liability:

(a) Primarily Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

(b) Primary Property Damage of at least $250,000 per
occurrence; or

(2) Commercial General Liability including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $2 ,000,000 per occurrence, $4,000,000 aggregate.

(3) Workers' compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, very officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Additional insured coverage endorsement must also apply to all work performed by CONTRACTOR.

D. CONTRACTOR must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

F. CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each 9 subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.

G. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

I. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

19. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “ A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of the CITY (“Risk Manager”) due to unique circumstances. 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 any insurance policies and/or the performance bond required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of the CITY within 10 days of receipt of notice from the Risk Manager.

20. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other adv isory capacity in any way pertaining to any 10 program requirement, contract or subcontract, or to any solicitation or proposal.

21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice: notice is effective three mail delivery days after deposit in an United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested: notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account:
notice is effective on delivery, if delivery is confirmed by the delivery service.

6. Addresses for purpose of giving notice are as follows:

CONTRACTOR: Mackone Development, Inc.
2244 Beverly Blvd.

Los Angeles, CA 90057
Fax: N/A

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

with a copy to:

Attn: Nina Schroeder
General Services Department
3350 Civic Center Drive, Suite 201
Torrance, CA 90503

B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, 11 unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

22. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either the CITY or CONTRACTOR without the prior written consent of the other.

23. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of the CITY and CONTRACTOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

24. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. To the extent that the terms of the Bid or Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

25. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.

26. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

27. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

28. COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

29. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

12 30. ATTORNEY’S FEES
Except as provided for in Paragraph 16 , in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

31. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

32. CONTRACTOR’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of the CONTRACTOR warrant that (i) the CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of the CONTRACTOR; (iii) by so executing this Agreement, the CONTRACTOR 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 the CONTRACTOR is bound.

33. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Bid used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
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13 In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE, Mackone Development, Inc.,
a municipal corporation a California corporation

By: _______________________________

By: ______________________________
Aram Chaparyan,
City Manager
Matt Dugan,
Vice President/Secretary

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By: _______________________________
Galen Bean
Deputy City Attorney

Attachments: Exhibit A Sourcewell Contract CA-R8-GB-101723-MDI Exhibit B Agreement to Modify and Extend Sourcewell Contract CA-R8-GB-101723-MDI

14 EXHIBIT A

SOURCEWELL CONTRACT CA-R8-GB-101723-MDI

[TO BE ATTACHED]
15 EXHIBIT B

AGREEMENT TO MODIFY AND EXTEND SOURCEWELL CONTRACT CA-R8-GB- 101723-MDI

[TO BE ATTACHED]

Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

Page 1 ends

Indefinite Delivery-Indefinite Quantity Construction Contract Contract Number: CA-R8-GB-101723-MDI
Service Type: General Building

This Indefinite Delivery-Indefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 and Mackone Development Inc, 2244 Beverly Blvd, Los Angeles, CA 90057 (Contractor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public entities located within the United States.

The Contractor desires to contract with Sourcewell to provide construction services to entities that access Sourcewell’s indefinite delivery-indefinite quantity (IDIQ) construction contracts within the Service Region.

I. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract, including the General Terms and Conditions incorporated by reference, is effective upon the later of December 6, 2023 or the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires December 5, 2024, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract allows up to five additional one-year extensions upon the request of Sourcewell and written agreement with Contractor. Sourcewell retains the right to consider additional extensions beyond six years as required under exceptional circumstances.

II. REGION AND SERVICES

The Contractor’s Region is: Region 8. The Contractor’s IDIQ construction service type is: General Building. The Contractor has agreed to perform work outside the Region.

III. ADJUSTMENT FACTORS

The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

A. Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.3000.

Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California

Page 2 ends

B. Other Than Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 4:00 p.m. to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The Contractor will perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.4500.

C. Secured Facilities/OSHPD Prevailing - Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.5500.

D. All Union Wage Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.4500.

E. Non pre-priced Adjustment Factor: To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.1500.

VI. AUTHORIZED REPRESENTATIVE

A. Sourcewell's Authorized Representative is its Chief Procurement Officer.

B. The Contractor’s Authorized Representative is Matt Dugan. If the Contractor’s Authorized Representative changes at any time during this Contract, Contractor must promptly notify Sourcewell in writing.

Sourcewell

Mackone Development Inc

By: __________________________ By: __________________________ Jeremy Schwartz Matt Dugan
Title: Chief Procurement Officer Title: Vice President

Date:

AGREEMENT TO

MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R8-GB-101723-MDI

THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R8-GB-101723-MDI, is effective upon the date of the last signature below.

Sourcewell and Mackone Development Inc (“Contractor”) have entered into an Indefinite Delivery- Indefinite Quantity Construction Contract, Contract Number CA-R8-GB-101723-MDI, with an initial term ending December 5, 2024, and five bilateral options to extend for an additional one-year term (“Contract”). The parties agree to modify and extend the Contract as stated below.

CONTRACT MODIFICATION

The following is adopted as the new CTC for the Contract effective December 6, 2024:

Sourcewell California - Region 8

Pursuant to the Contract, Contractor’s Adjustment Factors remain fixed for the duration of the contract term and are unaffected by this modification.

EXERCISE OF OPTION: EXTENSION

Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period of December 6, 2024 through December 5, 2025.

Sourcewell Mackone Development Inc

By: __________________________ By: __________________________ Jeremy Schwartz Matt Dugan
Title: Chief Procurement Officer Title: Vice President

Date:

Docusign Envelope ID: D71005E7-55A6-4541-9745-A395EE27F4FC 11/15/2024 | 5:48 AM PST
11/15/2024 | 8:48 AM CST

RECOMMENDATION
Recommendation of the General Services Director that City Council:

4. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Section 15301 (Existing Facilities).

FUNDING

DISCUSSION

City Council
May 6, 2025

Page 2 ends

Torrance City CouncilMay 6, 2025

Torrance City Council
May 6, 2025