HomeMy WebLinkAboutC-9918-1 - Contract for the Improvement of Public Work - Automatic Gate for Corona del Mar Municipal LotCONTRACT FOR THE IMPROVEMENT OF PUBLIC WORK
AUTOMATIC GATE FOR CORONA DEL MAR MUNICIPAL LOT WITH
FLASHPARKING, INC.
THIS CONTRACT FOR THE IMPROVEMENT OF PUBLIC WORK ("Contract") is
made and entered into as of this 30th day of June, 2025 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and Flashparking, Inc., a Delaware corporation ("Contractor"), whose principal place of
business is 2500 Bee Caves Road, Building III, Suite 400, Austin, TX 78746, and is made
with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is
now being conducted under the statutes of the State of California and the
Charter of City.
B. City desires to engage Contractor to furnish and install a new automatic gate
system at the entrance to Corona Del Mar State Beach Municipal Parking Lot.
Installation includes trenching new conduit, pulling wires for power from the
existing breaker in the building to the location of a new automatic gate, pedestal
for keypad, Click2Enter device and Knox Switch for Emergency Vehicle
access, as more fully described in the Contract Documents ("Project").
C. City has solicited and received a proposal from Contractor and desires to retain
Contractor to render services under the terms and conditions set forth in this
Contract.
D. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by City for the Project, and is familiar
with all conditions relevant to the performance of services and has committed
to perform all work required for the price specified in this Contract over a period
of 5 working days commencing upon issuance of the "Notice to Proceed".
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Contract shall commence on the Effective Date and shall terminate
on December 31, 2025, unless terminated earlier as provided for herein.
2. SCOPE OF WORK
2.1. Contract Documents. The complete Contract for the Project includes all of
the following documents: Request for Proposals/Bids, Instructions to Bidders, Proposal,
and Designation of Subcontractors, attached hereto as Exhibit A; Scope of Work,
attached hereto as Exhibit B; Insurance Requirements, attached hereto as Exhibit C; all
Project Permits; the Standard Special Provisions and Standard Drawings; Plans and
Special Provisions for Contract No. None at this time; Standard Specifications for Public
Works Construction (current adopted edition and all supplements); and this Contract, and
all modifications and amendments thereto (collectively the "Contract Documents").
Exhibits A, B, and C, and all other named Contract Documents, are incorporated herein
by reference. The Contract Documents comprise the sole agreement between the parties
as to the subject matter therein. Any representations or agreements not specifically
contained in the Contract Documents are null and void. Any amendments must be made
in writing, and signed by both parties in the manner specified in the Contract Documents.
2.2. Scope of Work. Contractor shall perform everything required to be
performed, and shall provide and furnish all the labor, materials, necessary tools,
expendable equipment and all utility and transportation services required for the Project
as identified in the Contract Documents ("Work" or "Services").
2.3. All of the Work to be performed and materials to be furnished shall be in
strict accordance with the provisions of the Contract Documents. Contractor is required
to perform all activities, at no extra cost to City, which are reasonably inferable from the
Contract Documents as being necessary to produce the intended results.
3. TIME OF PERFORMANCE
3.1. Time is of the essence in the performance of Work under this Contract and
Contractor shall complete the Work within 5 working days from the date of issuance of
the "Notice to Proceed." Failure to complete the Work in the time allotted may result in
termination of the Contract by City and assessment of damages as outlined in Section
3.2.
3.2. The parties agree that it is extremely difficult and impractical to determine
and fix the actual damages that City will sustain should Contractor fail to complete the
Project within the time allowed. Should Contractor fail to complete the Work called for in
this Contract within 5 working days from the date of issuance of the Notice to Proceed,
Contractor agrees to the deduction of liquidated damages in the sum of No Dollars ($0.00)
for each calendar day beyond the date scheduled for completion.
4. COMPENSATION
4.1. As full compensation for the performance and completion of the Project as
required by the Contract Documents, City shall pay to Contractor and Contractor accepts
as full payment the sum of Twenty Two Thousand Eight Hundred Fifteen Dollars
($22,815.02), less any money deducted pursuant to Section 3.2. Contractor shall not
receive any additional compensation unless approved in writing in advance by City's
Project Administrator as defined herein. City shall make full payment to Contractor no
later than thirty (30) calendar days after acceptance of the Work by City.
4.2. This compensation includes:
4.2.1. Any loss or damage arising from the nature of the Work;
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4.2.2. Any loss or damage arising from any unforeseen difficulties or
obstructions in the performance of the Work; and
4.2.3. Any expense incurred as a result of any suspension or
discontinuance of the Work, but excludes any loss resulting from earthquakes of a
magnitude in excess of 3.5 on the Richter Scale and tidal waves, including tsunamis, and
which loss or expense occurs prior to acceptance of the Work by City.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Contract. Contractor has designated Jerad Pulver to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Contract shall be administered by the Public Works Department. City's Director
of Public Works, or designee, shall be the Project Administrator and shall have the authority
to act for City under this Contract. The Project Administrator or designee shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Contract.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1. Contractor shall use only the standard materials and equipment as
described in the Contract Documents in performing Work under this Contract. Any
deviation from the materials or equipment described in the Contract Documents shall not
be utilized unless approved in advance by the Project Administrator.
7.2. Contractor shall comply with the terms and conditions of the Contract
Documents.
7.3. All of the Work shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform
the Services required by this Contract, and that it will perform all Work in a manner
commensurate with community professional standards and with the ordinary degree of
skill and care that would be used by other reasonably competent practitioners of the same
discipline under similar circumstances.
7.4. All Services shall be performed by qualified and experienced personnel who
are not employed by City, nor have any contractual relationship with City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Contract, all applicable federal, state and local laws, and legally recognized professional
standards.
7.5. Contractor represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
Flashparking, Inc. Page 3
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Contract.
7.6. Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by City,
contractors, or governmental agencies.
8. CHANGE ORDERS
8.1. This Contract may be amended or modified only by mutual written
agreement of the parties.
8.2. The Contractor shall only commence work covered by a change order after
the change order is executed and notification to proceed has been provided by the City.
8.3. There shall be no change in the Contractor's members of the project team,
as listed in the approved proposal, which is a part of this contract without prior written
approval by the City.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1. City and its elected or appointed officers, agents, officials, employees and
volunteers shall not be responsible in any manner for any loss or damage to any of the
materials or other things used or employed in performing the Project or for injury to or
death of any person as a result of Contractor's performance of the Work required
hereunder, or for damage to property from any cause arising from the performance of the
Project by Contractor, or its subcontractors, or its workers, or anyone employed by either
of them.
9.2. Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from defects,
obstructions or from any cause arising from Contractor's Work on the Project, or the Work
of any subcontractor or supplier selected by Contractor.
9.3. To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its elected or appointed officers, agents, officials, employees and
volunteers (collectively, the "Indemnified Parties") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Contract, any Work performed
or Services provided under this Contract including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
(including the negligent, reckless, and/or willful acts, errors and/or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers,
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subconsultants, subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable for any or all of them).
9.4. Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Contract. This indemnity shall apply to all claims and liability regardless
of whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by Contractor.
9.5. Contractor shall perform all Work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall be liable for any private or public property damaged during the
performance of the Project Work.
9.6. To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Contract as shall be considered necessary by City may be
retained by it until disposition has been made of such suits or claims for damages as
aforesaid.
9.7. Nothing in this Section or any other portion of the Contract Documents shall
be construed as authorizing any award of attorneys' fees in any action to enforce the
terms of this Contract, except to the extent provided for above.
9.8. The rights and obligations set forth in this Section shall survive the
termination of this Contract.
10. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor
its employees are to be considered employees of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are limited
by statute, rule or regulation and the express terms of this Contract. No civil service status
or other right of employment shall accrue to Contractor or its employees. Contractor shall
have the responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Contract. Anything in this Contract that
may appear to give City the right to direct Contractor as to the details of the performance or
to exercise a measure of control over Contractor shall mean only that Contractor shall follow
the desires of City with respect to the results of the Work.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work to
be performed. City agrees to cooperate with Contractor on the Project.
Flashparking, Inc. Page 5
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project direction
with City's Project Administrator in advance of all critical decision points in order to ensure
the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and/or designee
informed on a regular basis regarding the status and progress of the Project, activities
performed and planned, and any meetings have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
Work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Contract or for other periods as specified in this Contract, policies of insurance of the
type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit C and incorporated herein by reference.
15. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California, not
less than the general prevailing rate of per diem wages including legal holidays and overtime
Work for each craft or type of workman needed to execute the Work contemplated under
the Contract shall be paid to all workmen employed on the Work to be done according to
the Contract by the Contractor and any subcontractor. In accordance with the California
Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the
general prevailing rate of per diem wages in the locality in which the Work is to be performed
for each craft, classification, or type of workman or mechanic needed to execute the
Contract. A copy of said determination is available by calling the prevailing wage hotline
number (415) 703-4774, and requesting one from the Department of Industrial Relations.
The Contractor is required to obtain the wage determinations from the Department of
Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall
be the obligation of the Contractor or any subcontractor under him/her to comply with all
State of California labor laws, rules and regulations and the parties agree that the City shall
not be liable for any violation thereof.
16. PREVAILING WAGES
If both the Davis -Bacon Act and State of California prevailing wage laws apply and
the federal and state prevailing rate of per diem wages differ, Contractor and
subcontractor, if any, shall pay the higher of the two rates. Said prevailing rate of per
diem wages are on file at the City, Office of the City Clerk, 100 Civic Center Drive,
Newport Beach, California 92660, and are available to any interested party on request.
Flashparking, Inc. Page 6
17. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Contract, the Work to be performed
under this Contract shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Contractor, or of the interest of any general partner or joint
venturer or syndicate member or co -tenant if Contractor is a partnership or joint -venture or
syndicate or co -tenancy, which shall result in changing the control of Contractor. Control
means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
18. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform the Work on this Project are
identified in the Proposal attached as Exhibit B. Contractor shall be fully responsible to City
for all acts and omissions of any subcontractors. Nothing in this Contract shall create any
contractual relationship between City and subcontractor, nor shall it create any obligation on
the part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Work to be performed
under this Contract shall not be otherwise assigned, transferred, contracted or
subcontracted out without the prior written approval of City.
19. OWNERSHIP OF DOCUMENTS
19.1. Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Contract, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Contractor or any
other party. Contractor shall, at Contractor's expense, provide such Documents to City
upon prior written request.
19.2. Documents, including drawings and specifications, prepared by Contractor
pursuant to this Contract, are not intended or represented to be suitable for reuse by City
or others on any other project. Any use of completed Documents for other projects and
any use of incomplete Documents without specific written authorization from Contractor
will be at City's sole risk and without liability to Contractor. Further, any and all liability
arising out of changes made to Contractor's deliverables under this Contract by City or
persons other than Contractor is waived against Contractor and City assumes full
responsibility for such changes unless City has given Contractor prior notice and has
received from Contractor written consent for such changes.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be
performed under this Contract. Contractor shall maintain complete and accurate records
Flashparking, Inc. Page 7
with respect to the costs incurred under this Contract and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any longer
period required by law, from the date of final payment to Contractor under this Contract. All
such records and invoices shall be clearly identifiable. Contractor shall allow a
representative of City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Contractor shall allow inspection of all Work,
documents, proceedings and activities related to the Contract for a period of three (3) years
from the date of final payment to Contractor under this Contract.
21. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Contract. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or designee with respect to such disputed sums. Contractor
shall be entitled to receive interest on any withheld sums at the rate of return that City earned
on its investments during the time period, from the date of withholding of any amounts found
to have been improperly withheld.
22. CONFLICTS OF INTEREST
22.1. Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Contract, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
22.2. If subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Contract by City. Contractor shall
indemnify and hold harmless City for any and all claims for damages resulting from
Contractor's violation of this Section.
23. NOTICES
23.1. All notices, demands, requests or approvals to be given under the terms of
this Contract shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as
hereinafter provided.
23.2. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Flashparking, Inc. Page 8
Attn: Director of Public Works
Public Works Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
23.3. All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attn: Chris Donus
Flashparking, Inc.
2500 Bee Caves Rd Bldg III Ste 400
Austin, TX 78746
24. NOTICE OF CLAIMS
24.1. Unless a shorter time is specified elsewhere in this Contract, before making
its final request for payment under the Contract Documents, Contractor shall submit to
City, in writing, all claims for compensation under or arising out of this Contract.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Contract, except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to all claims filing
requirements set forth in the Contract and Contract Documents, Contractor shall be
required to file any claim Contractor may have against City in strict conformance with the
Government Claims Act (Govt. Code §§ 900 et seq.).
24.2. To the extent that Contractor's claim is a "Claim" as defined in Public
Contract Code section 9204 or any successor statute thereto, the Parties agree to follow
the dispute resolution process set forth therein. Any part of such "Claim" remaining in
dispute after completion of the dispute resolution process provided for in Public Contract
Code section 9204 or any successor statute thereto shall be subject to the Government
Claims Act requirements requiring Contractor to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor's claim is not a "Claim" as defined
in Public Contract Code section 9204 or any successor statute thereto, Contractor shall
be required to file such claim with the City in strict conformance with the Government
Claims Act (Government Code sections 900 et seq.).
25. TERMINATION
25.1. In the event that either party fails or refuses to perform any of the provisions
of this Contract at the time and in the manner required, that party shall be deemed in
default in the performance of this Contract. If such default is not cured within a period of
two (2) calendar days, or if more than two (2) calendar days are reasonably required to
cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, the
Flashparking, Inc. Page 9
non -defaulting party may terminate the Contract forthwith by giving to the defaulting party
written notice thereof.
25.2. Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Contract at any time by giving seven (7)
calendar days prior written notice to Contractor. In the event of termination under this
Section, City shall pay Contractor for Services satisfactorily performed and costs incurred
up to the effective date of termination for which Contractor has not been previously paid.
On the effective date of termination, Contractor shall deliver to City all materials
purchased in performance of this Contract.
26. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Contract and all other Contract Documents by Contractor is a
representation that Contractor has visited the Project Site as defined by the Contract
Documents, has become familiar with the local conditions under which the Work is to be
performed, and has correlated all relevant observations with the requirements of the
Contract Documents.
27. STANDARD PROVISIONS
27.1. Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Contract.
27.2. Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
27.3. Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
27.4. Integrated Contract. This Contract represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
27.5. Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Contract and any other attachments attached hereto, the
terms of this Contract shall govern.
27.6. Interpretation. The terms of this Contract shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either
party by reason of the authorship of the Contract or any other rule of construction which
might otherwise apply.
Flashparking, Inc. Page 10
27.7. Amendments. This Contract may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
27.8. Severability. If any term or portion of this Contract is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Contract shall continue in full force and effect.
27.9. Controlling Law and Venue. The laws of the State of California shall govern
this Contract and all matters relating to it and any action brought relating to this Contract
shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
27.10. Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
27.11. No Attorneys Fees. In the event of any dispute or legal action arising under
this Contractor, the prevailing party shall not be entitled to attorneys' fees.
27.12. Counterparts. This Contract may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
Flashparking, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Contract to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: Z fZ� 07 5
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: / -Z--)� � 2-'s2-'4 /1
By:Lu.-.,- By. /214 JA
Aajon C. Harp David Web
City Attorney ,�t� Director of ublic Works
ATTEST: CONTRACTOR: Flashparking, Inc. a
Date: �' zo z C Delaware corporation
Date:
Signed in Counterpart
By: By.
Molly Perry e:�.... Christopher Donus
�; = .
Interim City Cler. Y= Chief Executive Officer, Chief Financial
r.44,FOR Officer
Date:
Signed in Counterpart
By:
Christopher D'Antuono
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Work
Exhibit B - Billing Rates
Exhibit C - Insurance Requirements
Flashparking, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Contract to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 4 / z r,
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: Al j 41 By:
Aa n . Harp ��.ti5 David Webb
City Attorney Af Director of Public Works
ATTEST:
Date:
CONTRACTOR: Flashparking, Inc. a
Delaware corporation
Date:
By: By: �?tu/✓
Molly Perry Christopher Donus
Interim City Clerk Chief Executive Officer, Chief Financial
Officer
Date:
By.
Christopher [5'Arltuono
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Work
Exhibit B — Billing Rates
Exhibit C — Insurance Requirements
Flashparking, Inc. Page 12
EXHIBIT A
SCOPE OF WORK
Flashparking, Inc. Page A-1
Scope of Work
Project includes Contractor to furnish and Install a new automatic gate system at the
entrance to Corona Del fear State Beach Municipai Parking Lot. installation includes
trenching now conduit, pulling wires for power frorn existing breaker in building to
location of new automatic gate, pedestal for keypad, Click2Enter device and Knox
Switch for Emergency Vehicle access,
EXHIBIT B
BILLING RATES
Flashparking, Inc. Page B-1
Billing Rates FLS H
NV'sN wbtotal
Product Type
Monthly Recurring
Subtotal
One-time Subtotal
Hardware
0-OU
$5,41g.40
Conaumables
$0,0H4
$1,295.40
Installation
$0.00
V50.00
Custom
$4.40
5S5 351,30
Fstjbtotal
$0.00
$22,275.30
N\*\Tax Details for Grand Total
Tax Amount
Sales Tax details $539.72
Total $22,815.02
Breakdown for each Section
****NN Ha rdwa re
Product
Qty
Unit Price
Subtotal
MagrreticLEDGateColumn
1,00
$3,808.00
$3,g{}8,00
12' Straight Arm with L6Qs
1.00
$750,00
$750.00
KnoxKEeySwltch
1.00
$260.04
$260.00
Magnetic Rem ate (,Iic#Elr REeceiver
1.0{}
$364,04
$360.00
Gooseneck Pedestal
1-00
$244.60
$2413.00
Total
$ 5,418.00
V kvNconsumable
FL.SH
Product
Qty
Unit Price
Subtotal
Magnetic 2-BLltton Remote Clicker
1 .[lil
$1QE.0Q
$1,29b,00
Total
$1,296.00
**MNn tallation
Product
MY
Unit Price
Subtotal
Shipping and Handling
1.00
$250,00
$250.00
Total
250.00
\\\\Custom
Monthly
One -Time
Product
Qty
Unit Price
Recurring
Subtotal
Subtotal
Insta11axion k Minor Civil
Ml OF CiVII:
Trench In planter from existing planter bnx tt)
where gate will be installed_
Pour new 2'x3' concrete pad
Install:
New Gat?
Pedestal for Key pad
Pedestalfor Click2Enterdewice
2,00
$14r000.DU
S14,000.00
Knox Switch to gate
(11 safety loop
Power- Includes breaker installment_ Pull power
from building breaker, through existing condA
to planter box. Trench approx. 10' to gate, install
conduit and pull power through new conduit
path to gate IOcatlon.
In€ludes PrevaiairkE Wages
ClirkHiiter Emergency Access system
1.00
�L311,3'0
$1,311.34
Total
0
$15,311.30
EXHIBIT C
INSURANCE REQUIREMENTS — PUBLIC WORKS AND CONSTRUCTION
Provision of Insurance. Without limiting Contractor's indemnification of City, and prior
to commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Contract, policies of insurance of the type and
amounts described below and in a form satisfactory to City. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or
higher) and Financial Size Category Class VII (or larger) in accordance with the latest
edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
employee for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code. In addition, Contractor shall require each subcontractor to
similarly maintain Workers' Compensation Insurance and Employer's Liability
Insurance in accordance with California law for all of the subcontractor's
employees. The insurer issuing the Workers' Compensation insurance shall
amend its policy by endorsement to waive all rights of subrogation against
City, its elected or appointed officers, agents, officials, employees and
volunteers. Contractor shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its elected
or appointed officers, agents, officials, employees and volunteers.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with coverage
at least as broad as provided by Insurance Services Office form CG 00 01, in
an amount not less than two million dollars ($2,000,000) per occurrence, four
million dollars ($4,000,000) general aggregate and four million dollars
($4,000,000) completed operations aggregate. The policy shall cover liability
arising from premises, operations, products -completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
Flashparking, Inc. Page C-1
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with Work to be performed under this Contract,
including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit
for each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against City,
its elected or appointed officers, agents, officials, employees and volunteers
or shall specifically allow Contractor or others providing insurance evidence in
compliance with these requirements to waive their right of recovery prior to a
loss. Contractor hereby waives its own right of recovery against City, and shall
require similar written express waivers and insurance clauses from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that
City, its elected or appointed officers, agents, officials, employees and
volunteers shall be included as additional insureds under such policies.
C. Primary and Non Contributory. Contractor's insurance coverage shall be
primary insurance and/or the primary source of recovery with respect to City,
its elected or appointed officers, agents, officials, employees and volunteers.
Any insurance or self-insurance maintained by City shall be excess of
Contractor's insurance and shall not contribute with it.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days notice of cancellation or nonrenewal of coverage (except for
nonpayment for which ten (10) calendar days notice is required) for each
required coverage except Builders Risk Insurance, which shall contain an
endorsement with said required notices.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. All of the executed
documents referenced in this Contract must be returned to City within ten (10)
regular City business days after the date on the "Notification of Award".
Insurance certificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance. Current certification of
Flashparking, Inc. Page C-2
insurance shall be kept on file with City at all times during the term of this
Contract. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its
behalf. At least fifteen (15) days prior to the expiration of any such policy,
evidence of insurance showing that such insurance coverage has been
renewed or extended shall be filed with the City. If such coverage is cancelled
or reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required insurance
policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any time
during the term of the Contract to change the amounts and types of insurance
required by giving Contractor ninety (90) calendar days advance written notice
of such change. If such change results in substantial additional cost to
Contractor, City and Contractor may renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees. Contractor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Contractor
shall ensure that City is an additional insured on insurance required from
subcontractors. For CGL coverage, subcontractors shall provide coverage
with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Contract Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of City to inform Contractor of
non-compliance with any requirement imposes no additional obligations on
City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Exhibit A are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended
by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Contractor maintains higher limits
than the minimums shown above, the City requires and shall be entitled to
coverage for higher limits maintained by the Contractor. Any available
proceeds in excess of specified minimum limits of insurance and coverage
shall be available to the City.
Flashparking, Inc. Page C-3
F. Self -Insured Retentions. Contractor agrees not to self -insure or to use any
self -insured retentions on any portion of the insurance required herein and
further agrees that it will not allow any indemnifying party to self -insure its
obligations to City. If Contractor's existing coverage includes a self -insured
retention, the self -insured retention must be declared to City. City may review
options with Contractor, which may include reduction or elimination of the self -
insured retention, substitution of other coverage, or other solutions.
Contractor agrees to be responsible for payment of any deductibles on their
policies.
G. City Remedies for Non Compliance. If Contractor or any subcontractor fails
to provide and maintain insurance as required herein, then City shall have the
right but not the obligation, to purchase such insurance, to terminate this
Contract, or to suspend Contractor's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option,
be deducted from amounts payable to Contractor or reimbursed by Contractor
upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Contract, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
Coverage not Limited. All insurance coverage and limits provided by
Contractor and available or applicable to this Contract are intended to apply
to the full extent of the policies. Nothing contained in this Contract or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
J. Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Work under this or
any other Contract or agreement with City. Contractor shall provide proof that
policies of insurance required herein expiring during the term of this Contract
have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted
prior to expiration. A coverage binder or letter from Contractor's insurance
agent to this effect is acceptable. A certificate of insurance and/or additional
insured endorsement as required in these specifications applicable to the
renewing or new coverage must be provided to City with five (5) calendar days
of the expiration of the coverages.
Flashparking, Inc. Page C-4
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