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HomeMy WebLinkAbout13 - Citywide On-Call Painting Agreements13-1 NEWPORT BEACH City Council Staff Report COUNCIL STAFF REPORT CITY OF April 12, 2016 Agenda Item No. 13 ABSTRACT: In the past, multiple City departments prepared individual contracts for as-needed services such as painting. In order to minimize duplication or delays in service, Municipal Operations prepared a request for proposal for citywide as-needed painting services. Due to the frequency of required service and limited availability of contractors at various times of the year, staff is proposing to enter into three (3) separate agreements with the top-rated firms. RECOMMENDATION: a) Approve an on-call maintenance/repair services agreement with Piana Construction & Painting, Inc. for as-needed painting services, and authorize the Mayor and City Clerk to sign the agreement; b) Approve an on-call maintenance/repair services agreement with Tony Painting for as-needed painting services, and authorize the Mayor and City Clerk to sign the agreement; and c) Approve an on-call maintenance/repair services agreement with Troy Pourchot for as-needed painting services, and authorize the Mayor and City Clerk to sign the agreement. FUNDING REQUIREMENTS: The current adopted budget includes sufficient funding for these agreements. The total value for all three contracts for three years is $480,000. TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:Mike Pisani, Municipal Operations Co-Director - 949-644-3055, mpisani@newportbeachca.gov PREPARED BY:Rachell Wilfert, Management Specialist PHONE:949-644-3010 TITLE:Citywide On-Call Painting Agreements Citywide On-Call Painting Agreements April 12, 2016 Page 2 13-2 DISCUSSION: Previously, each City department would often contract with separate contractors when the need for as-needed painting services was required. Representatives from multiple departments met with the Purchasing Agent and discussed the idea of preparing citywide agreements for popular services such as painting, plumbing, and electrical repairs. The goal for these agreements is to minimize the amount of staff time used to prepare Requests for Proposals and agreements for services. The Municipal Operations Department was already in the process of preparing a Request for Proposal (RFP) for as-needed painting services and met with other departments to review and combine the requirements for all departments. The Municipal Operations Department posted a RFP on December 23, 2015. A total of thirteen (13) proposals were received by the January 14, 2016 closing date. The proposals were evaluated by a selection panel comprised of employees from the Municipal Operations, Recreation and Senior Services, and Police Departments. Proposals were evaluated on the basis of qualifications, experience and cost. Cost was based on an hourly measure for various job levels. The lowest price proposer received a score of 50, and each proposer thereafter received a score in relation to the price difference from the lowest. Proposers Technical Score (out of 50): Cost Ratio Score (out of 50):Total Score Rank Troy Pourchot 43 48 91 1 Tony Painting 45 45 90 2 Piana Construction 35 50 85 3 Everlast Builders, Inc. 35 43 79 4 AJ Fistes Corporation 37 39 76 5 Watson Painting Corporation 40 36 76 5 US National Corporation 39 31 70 6 TM Painting & Construction 38 30 68 7 Modern Painting 40 24 64 8 Architectural Painting 37 18 55 9 ENL Services, Inc.21 41 62 10 CTG Construction 28 20 48 11 Mear Construction, Inc. 15 27 42 12 Upon the conclusion of the evaluation process the three (3) highest ranked firms were chosen to provide as-needed painting services. Per the agreement, when work is Citywide On-Call Painting Agreements April 12, 2016 Page 3 13-3 requested by one of the departments, a firm will submit a cost proposal prior to the commencement of the project. Each agreement has a term limit of three years with a total amount not to exceed $160,000 per vendor. The combined value of the agreements was chosen following an estimate of the amount of painting services required by using departments over the next three years. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A – Agreement with Piana Construction & Painting, Inc. for as-needed painting services Attachment B – Agreement with Tony Painting for as-needed painting services Attachment C – Agreement with Troy Pourchot for as-needed painting services ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH PIANA CONSTRUCTION & PAINTING, INC. FOR AS-NEEDED PAINTING SERVICES THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") Is made and entered Into as of this 12th day of April, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PIANA CONSTRUCTION & PAINTING, INC., a California corporation ("Contractor"), whose address Is 16352 Barneston Street, Granada Hills, California 91344, and Is made with reference to the following: RECITALS A. City Is a municipal corporation duly organized and valldly 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 perform on-call maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described In this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, Is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified In this Agreement. NOW, THEREFORE, It Is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2019, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on-call services described In the Scope of Services attached hereto as Exhibit A and Incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein. Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall Include the following: 2.1.1 A detailed description of the Services to be provided; ATTACHMENT A 13-4 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed. Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing. Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein. Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as othenA/ise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00), without prior written amendment to the Agreement. Piana Construction & Painting, Inc. Page 2 13-5 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 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 Agreement term. Contractor has designated Joseph Papadopoulos to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all Piana Construction & Painting, Inc. Page 3 13-6 existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services 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 Agreement, and that it will perform all Services 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. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 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 legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 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. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof 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 Services 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. Piana Construction & Painting, Inc. Page 4 13-7 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, Its City Council, boards and commissions, officers, agents, volunteers, and employees (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 Agreement, any Work performed or Services provided under this Agreement Including, without limitation, defects In workmanship or materials or Contractor's presence or activities conducted on the Project (Including the negligent and/or willful acts, errors and/or omissions of Contractor, Its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or Indirectly by any of them or for whose acts they may be liable or 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 or willful 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 Agreement. 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 Work by Contractor or Its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement 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 The rights and obligations set forth In this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It Is understood that City retains Contractor on an Independent contractor basis and Contractor Is not an agent or employee 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 expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or Its employees. Nothing In this Agreement shall be deemed to constitute approval for Plana Construction & Painting, Inc. Page 5 13-8 Contractor or any of Contractor's employees or agents, to be the agents or employees of City. 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 Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work 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 Services. 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. 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 informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that 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 Agreement or for other periods as specified in this Agreement, 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 Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement 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 Agreement. 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 Piana Construction & Painting, Inc. Page 6 13-9 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. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement 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 cotenant if Contractor is a partnership or joint-venture or syndicate or cotenancy, 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. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any 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 Services to be provided under this Agreement shall not be othenwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 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 Agreement, 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. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Piana Construction & Painting, Inc. Page 7 13-10 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement 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 Agreement. 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, data. Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 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 Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third Piana Construction & Painting, Inc. Page 8 13-11 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Fleet/Facilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PC Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Joseph Papadopoulos Piana Construction & Painting, Inc. 16352 Barneston Street Granada Hills, CA 91344 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement 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 any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. 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, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Piana Construction & Painting, Inc. Page 9 13-12 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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 reports. Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law. Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 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. 28.3 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. Piana Construction & Painting, Inc. Page 10 13-13 28.4 Integrated Contract. This Agreement 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. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement 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. 28.8 Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated In a court of competent jurisdiction in the County of Orange, State of California. 28.10 Egual Qpoortunitv Emplovment. 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. 28.11 No Attornevs' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement 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 (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Piana Construction & Painting, Inc. Page 11 13-14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: Aaron C. Harp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By:. Diane B. Dixon Mayor CONTRACTOR: Plena Construction & Painting, Inc., a California corporation Date: By:. Leilani I. Brown City Clerk By:. Danica Papadopoulos CEO Date: By:. Mihail Papadopoulos CFO [END OF SIGNATURES] Attachments:Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Piana Construction & Painting, Inc.Page 12 13-15 EXHIBIT A SCOPE OF SERVICES Piana Construction & Painting, Inc. Page A-1 13-16 SCOPE OF SERVICES PAINTING SERVICES . DESCRIPTION OF PROJECT o The contractor shall furnish all material, labor, equipment and supervision necessary to perform the as-needed painting services at various City locations as requested by the City. • WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Thursday: and 7:00 a.m. to 3:30 p.m., Friday. • WORKMANSHIP AND SUPERVISION o Contractor shall maintain a C-33 Painting and Decorating license at all time for the duration of the agreement. o Maintain all work sites free of hazards to persons and/or property resulting from the Contractor's operations. Any hazardous condition noted by the Contractor, which is not a result of the Contractor's operations, shall be immediately reported to the City. Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations under this Agreement. o Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations as a result of the services. o Contractor shall comply with all hazardous materials disposal laws, rules, regulations and ordinances. o At all times, the Contractor will ensure at least one English speaking person is on site of any City assigned project. o Contractor shall be compensated for reasonable and allowable materials costs specifically identified in Exhibit B to this Agreement and/or otherwise incurred under a particular Letter Proposal. Materials costs must be substantiated with invoices submitted by the Contractor for materials used in performing the approved services issued under the subject Letter Proposal. o Contractor markup on materials required to perform the Services described herein shall be fixed at the percentage listed in any Letter Proposal submitted by Contractor, and accepted by City, for a particular request of City for Services. In no case, shall Contractor's mark up for materials per any City request for Services exceed fifteen percent (15%). o o Receipts will be required and shall be provided by the Contractor to substantiate costs incurred by the Contractor for all materials included in each invoice submitted to the City for payment. 13-17 o Contractor shall designate a specific empioyee or empioyees to provide Services to the Police Department Headquarters, who shail be required to undergo a background check process prior to commencement of work. • QUALITY OF MATERIALS o The actual cost of all materials passed on to the City shall be wholesale cost of the material, plus the maximum overhead identified in the billing rates. The wholesale cost shall be the actual cost paid by the Contractor reflecting the best price, including discounts available. Receipts shall be required for reimbursements. City reserves the right to specify what type of material and will be purchased per project. All material purchases shall be preapproved by the City's Project Administrator. At no time shall the cost of materials exceed retail cost plus the approved overhead charge Identified. o The City reserves the right to purchase materials directly and make them available to the Contractor. In the event the City exercises the option to purchase the materials, the following conditions will apply: n Contractor shall conform to all City practices and procedures. n All City purchases will be for the sole expressed use of and for the City. n The Contractor shall secure, store, inventory, distribute and control all materials entrusted to the Contractor's representatives. All materials and inventories shall be made available to the City upon request. 13-18 Technical Specifications • The contractor will provide cleaning, surface preparation, paint repair and repaint services at City Facilities, including but not limited to performance of the following tasks: o All surfaces being prepared for paint and the surrounding area are to be cleaned. o Protect other surfaces whether to be painted or not, against damage by painting and finishing work. o Preparation of painted surfaces shall include hand removal of damaged paint to primer or bare metal which shall be included in the cost of repainting. o All painted surfaces that require spot paint repair will have a complete paint application applied after spot repairs are completed. The complete element that has received a spot repair shall be repainted, not just the location of the spot repair. o Inspect all surfaces to be treated prior to the application of painting material and correct or repair all defects that might affect the work. Repairs shall include removal and replacement of rusted and/or damaged materials. o Provide in advance of their use. Materials Safety Data Sheets (MSGS) for all products used by the Contractor under this agreement. o All materials required to complete the services under this agreement shall be furnished by the contractor, unless agreed othenwise in writing by the parties. o Upon approval of a letter proposal, the contractor shall notify the City's project manager of the proposed source of supply of all materials to be used in the work and shall furnish samples of such materials as may be required by the City's project manager. o All work and materials covered by this scope and associated letter proposals shall be subject to inspection at any and all times by the City's designated project manager. • SURFACE PREPARATION o Contractor shall: n Ensure that all repairs and repainting match all exterior or interior colors to existing color schemes of the building, facility, or item being painted unless the City directs otherwise. n Clean all surfaces to be painted or primed of all foreign material, including loose paint, chipped paint, rust scale, oil, grease, dirt, mildew, chemicals, attached or applied items or materials, and minor defects 13-19 removed by light sanding, or any other material that may interfere with the proper application, adhesion, and longevity of the paint or applied material. Contractor shall not apply paint or other materials to wet, dusty, damp, dirty, finger marked, unfinished, rough or otherwise defective surfaces until such conditions have been properly remedied. n Remove all hardware items before painting including but not limited to electrical and telephone plates and covers, hardware from doors and frames, removable door numbers and signs, graphic letters and numbers, etc., and replace all items on completion of the painting work. o Not apply paint in damp or rainy weather or at temperature below 50 degrees Fahrenheit. o Provide undercoat paint when required, produced by the same manufacturer as the finish coat. o Use only thinner approved by the paint manufacturer, and use only within the recommended limits. o Sand and wash with a solution of TSP or equal or Glossy surfaces shall be sanded, washed with a solution of TSP or equal or treated with liquid sandpaper on all glossy surfaces to provide a roughened surface for proper adhesion. o Remove all rust and corrosion from metal surfaces. Spot prime on the day of application all bare metal primed with a primer that will withstand exposure to the elements and also be compatible with subsequent finish coats. Spot repairs and application of primer coat, base coat and finish coat in accordance with specifications provided by the designated project administrator. o Clean galvanized metal items with peeled paint with scrapers, sandpaper or wire brush to remove all damaged paint and properly primed before painting. PAINT APPLICATION o Contractor shall: o Apply all coats of all materials to manufacturer's specifications. o Apply finish coats that are free of all defects including but not limited to brush marks, sanding marks, runs, sags, skips, crawls, and holidays, regardless of number of coats applied. o Ensure that all exposed electrical conduit, hangers, outlet boxes, junction boxes, raceways, gutters, supporting frames, piping, ductwork, grilles, registers, insulation or unprimed electrical equipment in areas calling for finishing shall be painted with two coats of adjacent finish over prime coat. o Apply final coats with an even finish. 13-20 o Provide and hang a sufficient number of "Wet Paint" signs to protect all newly painted finishes. • LABOR AND MATERIALS o CONTRACTOR shall provide all labor, materials, and tools required for the provision of the required services. o Provide necessary equipment (i.e., ladders, ladder trucks, aerial lifts, scaffolding, etc.) required to perform the work specified in the CONTRACT which shall include those tools and equipment required for repairing/replacing of all equipment regardless of height. o Contractor shall provide all storage space needed for performance of this work in an off- site location. City facilities shall not be used for the storage of any material, tools or equipment required to perform this work. o All materials shall be new, high grade (commercial grade), free of defects, suitable for the specific purpose intended, and subject to the review and approval of the Contract Administrator or his designee. o Certain small parts, such as wire, nuts, bolts, screws, tape and other consumables shall be included as overhead in the labor cost quoted for a project. o All guarantees and warranties obtainable by the contractor from manufacturers and vendors of equipment, in the performance of this contract, shall be extended to the City to the full extent of their terms. 13-21 EXHIBIT B SCHEDULE OF BILLING RATES Piana Construction & Painting, Inc. Page B-1 13-22 COST FILE One of the mandatory attachments that the PlanetBids portal will prompt you for Is called a "Cost File." Please upload this document to satisfy the requirement: Hourly Rate After Hours Rate' Minimum Hours Notice" Supervisor/Foreman $55.00 $82.50 4 2.5hr after 3pm Journeyman Painter $52.51 $78.77 4 2.5hr afer 3pm Apprentice $45.85 $68.78 4 2.5hr after 3pm Helper 27.01 $40.51 4 2.5hr after 3pm Note; Hourly rates shall include all tools, equipment, insurances, vehicles, transportation, etc. necessary to do the work requested in the scope of services. 1. After Hours Rate shall be any time outside of the normai business hours of Monday - Friday, 7:00 am - 4:30 pm. 2. Notice is the amount of time the contractor needs to report to the job site after the initial request by the Manager. The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement, agreement, or connection with any corporptlffr^ firm or person submitting a Proposal for the same services, and is in all respects fair and without collusii City of Newpo\ and can result n of fraud. Th^ndersigned certifies that they have not entered into any arrangement or agreement with any Bea^pubfkfofficer. The undersigned understands collusive practices are a violation of State and Federal law '•ir^s,jpmon sentences, and civil damage awards. 1/13/15 Proposer S Joseph P; ature padopoulos, C.0.0 Date Printed Name and Title ??rP No, 15-29 Cost File 13-23 EXHIBIT C INSURANCE REQUIREMENTS - MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. 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 Agreement, 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, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident 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. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liabilitv 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 one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general 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 Liabilitv Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented Piana Construction & Painting, Inc. Page C-1 13-24 vehicles, In an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Reoulrements. 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 Agreement 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 from each of Its subconsultants. 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 and Its officers, officials, employees, and agents shall be Included as Insureds under such policies. C. Primary and Non Contrlbutorv. All liability coverage shall apply on a primary basis and shall not require contribution from any Insurance or self- Insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice Is required) or nonrenewal of coverage for each required coverage. 5. Additional Aoreements 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. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of Insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required Insurance policies, at any time. B. CItv's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of Insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results In substantial Plana Construction & Painting, Inc. Page C-2 13-25 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 Agreement 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. Reguirements not Limiting. Requirements of specific coverage features or limits contained in this Section 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 insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. Citv Remedies for Non-Compliance If Contractor or any sub- consultant 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 Agreement, 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. Piana Construction & Painting, Inc. Page C-3 13-26 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. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Piana Construction & Painting, Inc. Page C-4 13-27 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Plane Construction & Painting, Inc. 13-28 ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH TONY PAINTING FOR AS-NEEDED PAINTING SERVICES THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered Into as of this 22nd day of March, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TONY PAINTING, a California corporation ("Contractor"), whose address is 7291 Garden Grove Boulevard, Suite A, Garden Grove, California 92841, 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 perform on-call maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2019, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on-call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein. Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; ATTACHMENT B 13-29 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed. Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing. Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein. Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00), without prior written amendment to the Agreement. Tony Painting Page 2 13-30 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 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 Agreement term. Contractor has designated Ante Marijanovic to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all Tony Painting Page 3 13-31 existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services 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 Agreement, and that it will perform all Services 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. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 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 legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 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. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof 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 Services 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. Tony Painting Page 4 13-32 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (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 Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or 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 or willful 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 Agreement. 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 Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement 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 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee 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 expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Tony Painting Page 5 13-33 Contractor or any of Contractor's employees or agents, to be the agents or employees of City. 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 Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work 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 Services. 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. 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 informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that 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 Agreement or for other periods as specified in this Agreement, 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 Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement 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 Agreement. 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 Tony Painting Page 6 13-34 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 ail State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement 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 cotenant if Contractor is a partnership or joint-venture or syndicate or cotenancy, 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. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for ail acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any 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 othen/vise 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 Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 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 Agreement, 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. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Tony Painting Page 7 13-35 20. RECORDS Contractor shall keep records and Invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement 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 Agreement. 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, data. Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 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 Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third Tony Painting Page 8 13-36 business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Fleet/Facilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PC 80x1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Ante Marijanovic Tony Painting 7291 Garden Grove Blvd, Suite A Garden Grove, CA 92841 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement 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 any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. 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, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Tony Painting Page 9 13-37 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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 reports. Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law. Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 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. 28.3 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. Tony Painting Page 10 13-38 28.4 Integrated Contract. This Agreement 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. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement 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. 28.8 Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Egual Qpportunitv Emplovment. 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. 28.11 No Attornevs' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement 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 (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Tony Painting Page 11 13-39 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Aaron 0. Harp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By:. Diane B. Dixon Mayor CONTRACTOR: Tony California corporation Date: Painting, By:. Leilani I. Brown City Clerk By:. Ante Marijanovic President Date: By:. Ante Marijanovic Secretary [END OF SIGNATURES] Attachments:Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Tony Painting Page 12 13-40 EXHIBIT A SCOPE OF SERVICES Tony Painting Page A-1 13-41 SCOPE OF SERVICES PAINTING SERVICES • DESCRIPTION OF PROJECT o The contractor shall furnish all material, labor, equipment and supervision necessary to perform the as-needed painting services at various City locations as requested by the City. • WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Thursday: and 7:00 a.m. to 3:30 p.m., Friday. • WORKMANSHIP AND SUPERVISION o Contractor shall maintain a C-33 Painting and Decorating license at all time for the duration of the agreement. o Maintain all work sites free of hazards to persons and/or property resulting from the Contractor's operations. Any hazardous condition noted by the Contractor, which is not a result of the Contractor's operations, shall be immediately reported to the City. Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations under this Agreement. o Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations as a result of the services. o Contractor shall comply with all hazardous materials disposal laws, rules, regulations and ordinances. o At all times, the Contractor will ensure at least one English speaking person is on site of any City assigned project. o Contractor shall be compensated for reasonable and allowable materials costs specifically identified in Exhibit B to this Agreement and/or otherwise incurred under a particular Letter Proposal. Materials costs must be substantiated with invoices submitted by the Contractor for materials used in performing the approved services issued under the subject Letter Proposal. o Contractor markup on materials required to perform the Services described herein shall be fixed at the percentage listed in any Letter Proposal submitted by Contractor, and accepted by City, for a particular request of City for Services. In no case, shall Contractor's mark up for materials per any City request for Services exceed fifteen percent (15%). o o Receipts will be required and shall be provided by the Contractor to substantiate costs incurred by the Contractor for all materials included in each invoice submitted to the City for payment. 13-42 o Contractor shall designate a specific employee or employees to provide Services to the Police Department Headquarters, who shall be required to undergo a background check process prior to commencement of work. • QUALITY OF MATERIALS o The actual cost of all materials passed on to the City shall be wholesale cost of the material, plus the maximum overhead identified in the billing rates. The wholesale cost shall be the actual cost paid by the Contractor reflecting the best price, including discounts available. Receipts shall be required for reimbursements. City reserves the right to specify what type of material and will be purchased per project. All material purchases shall be preapproved by the City's Project Administrator. At no time shall the cost of materials exceed retail cost plus the approved overhead charge identified. o The City reserves the right to purchase materials directly and make them available to the Contractor. In the event the City exercises the option to purchase the materials, the following conditions will apply: n Contractor shall conform to all City practices and procedures. n All City purchases will be for the sole expressed use of and for the City. n The Contractor shall secure, store, inventory, distribute and control all materials entrusted to the Contractor's representatives. All materials and inventories shall be made available to the City upon request. 13-43 Technical Specifications • The contractor will provide cleaning, surface preparation, paint repair and repaint services at City Facilities, including but not limited to performance of the following tasks: o All surfaces being prepared for paint and the surrounding area are to be cleaned. o Protect other surfaces whether to be painted or not, against damage by painting and finishing work. o Preparation of painted surfaces shall include hand removal of damaged paint to primer or bare metal which shall be included in the cost of repainting. o Ail painted surfaces that require spot paint repair will have a complete paint application applied after spot repairs are completed. The complete element that has received a spot repair shall be repainted, not just the location of the spot repair. o Inspect all surfaces to be treated prior to the application of painting material and correct or repair all defects that might affect the work. Repairs shall include removal and replacement of rusted and/or damaged materials. o Provide in advance of their use. Materials Safety Data Sheets (MSDS) for all products used by the Contractor under this agreement. o All materials required to complete the services under this agreement shall be furnished by the contractor, unless agreed otherwise in writing by the parties. o Upon approval of a letter proposal, the contractor shall notify the City's project manager of the proposed source of supply of all materials to be used in the work and shall furnish samples of such materials as may be required by the City's project manager. o All work and materials covered by this scope and associated letter proposals shall be subject to inspection at any and all times by the City's designated project manager. • SURFACE PREPARATION o Contractor shall: n Ensure that all repairs and repainting match all exterior or interior colors to existing color schemes of the building, facility, or item being painted unless the City directs otherwise. n Clean all surfaces to be painted or primed of all foreign material, including loose paint, chipped paint, rust scale, oil, grease, dirt, mildew, chemicals, attached or applied items or materials, and minor defects 13-44 removed by light sanding, or any other material that may Interfere with the proper application, adhesion, and longevity of the paint or applied material. Contractor shall not apply paint or other materials to wet, dusty, damp, dirty, finger marked, unfinished, rough or othenwise defective surfaces until such conditions have been properly remedied. n Remove all hardware Items before painting Including but not limited to electrical and telephone plates and covers, hardware from doors and frames, removable door numbers and signs, graphic letters and numbers, etc., and replace all Items on completion of the painting work. o Not apply paint In damp or rainy weather or at temperature below 50 degrees Fahrenheit. o Provide undercoat paint when required, produced by the same manufacturer as the finish coat. o Use only thinner approved by the paint manufacturer, and use only within the recommended limits. o Sand and wash with a solution of TSP or equal or Glossy surfaces shall be sanded, washed with a solution of TSP or equal or treated with liquid sandpaper on all glossy surfaces to provide a roughened surface for proper adhesion. o Remove all rust and corrosion from metal surfaces. Spot prime on the day of application all bare metal primed with a primer that will withstand exposure to the elements and also be compatible with subsequent finish coats. Spot repairs and application of primer coat, base coat and finish coat In accordance with specifications provided by the designated project administrator. o Clean galvanized metal Items with peeled paint with scrapers, sandpaper or wire brush to remove all damaged paint and properly primed before painting. PAINT APPLICATION o Contractor shall: o Apply all coats of all materials to manufacturer's specifications. o Apply finish coats that are free of all defects Including but not limited to brush marks, sanding marks, runs, sags, skips, crawls, and holidays, regardless of number of coats applied. o Ensure that all exposed electrical conduit, hangers, outlet boxes, junction boxes, raceways, gutters, supporting frames, piping, ductwork, grilles, registers. Insulation or unprlmed electrical equipment In areas calling for finishing shall be painted with two coats of adjacent finish over prime coat. o Apply final coats with an even finish. 13-45 o Provide and hang a sufficient number of "Wet Paint" signs to protect all newly painted finishes. LABOR AND MATERIALS o CONTRACTOR shall provide all labor, materials, and tools required for the provision of the required services. o Provide necessary equipment (i.e., ladders, ladder trucks, aerial lifts, scaffolding, etc.) required to perform the work specified in the CONTRACT which shall include those tools and equipment required for repairing/replacing of all equipment regardless of height. o Contractor shall provide all storage space needed for performance of this work in an off- site location. City facilities shall not be used for the storage of any material, tools or equipment required to perform this work. o All materials shall be new, high grade (commercial grade), free of defects, suitable for the specific purpose intended, and subject to the review and approval of the Contract Administrator or his designee. o Certain small parts, such as wire, nuts, bolts, screws, tape and other consumables shall be included as overhead in the labor cost quoted for a project. o All guarantees and warranties obtainable by the contractor from manufacturers and vendors of equipment, in the performance of this contract, shall be extended to the City to the full extent of their terms. 13-46 EXHIBIT B SCHEDULE OF BILLING RATES Tony Painting Page B-1 13-47 One of the mandatory upload this document t '# %d' O attachments that the PlanetBids portal will prompt you for is called a "Cost File." Please ;o satisfy the requirement: Hourly Rate After Hours Rate* Minimum Hours Notice^ Supervisor/Foreman (oO.OO 61.S0 3 2 Joumejmian Painter 5^. 00 3 2 HRS Apprentice 35.00 3 2 HRS Helper n/a n/a w/a n/a Note; Hourly rates shall include all tools, equipment. Insurances, vehicles, transportation, etc, necessary to do the work requested in the scope of services. 1. After Hours Rate shall be any time outside of the normal business hours of Monday - Friday, 7:00 am - 4:30 pm. 2. Notice Is the amount of time the contractor needs to report to the job site after the initial request by the Manager. The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement, agreement, or connection with any corporation, firm or person submitting a Proposal for the same sen/ices, and is in all respects fair and without collusion of fraud. The undersigned certifies that they have not entered into any arrangement or agreement with any City of Newport Beach public officer. The undersigned understands collusive practices are a violation of State and Federal law and can j^ult in fines, prison sentences, and civil damage awards. H. 2-OIG Proposer Sign^ure Date kWVc MAPI 3ANOVIO^ PREClDgKn" CgP Printed Name and Title RFP No. 16-29 Cost File 13-48 EXHIBIT C INSURANCE REQUIREMENTS - MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. 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 Agreement, 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, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident 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. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liabilitv 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 one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general 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 Liabilitv Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented Tony Painting Page C-1 13-49 vehicles, In an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Reouirements. 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 Agreement 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 from each of its subconsultants. 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 and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primarv and Non Contributorv. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Acreements 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. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. Citv's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial Tony Painting Page C-2 13-50 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 0413. D. Enforcement of Agreement 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. Reguirements not Limiting. Requirements of specific coverage features or limits contained in this Section 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 insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. Citv Remedies for Non-Comoliance If Contractor or any sub- consultant 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 Agreement, 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. Tony Painting Page C-3 13-51 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. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Tony Painting Page C-4 13-52 ACKNOWLEDGMENT A notary public or other officer completing,this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Tony Painting 13-53 ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH FOX PAINTING CONTRACTORS FOR AS-NEEDED PAINTING SERVICES THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered into as of this 12th day of April, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and TROY POURCHOT, a sole proprietor doing business as ("DBA") FOX PAINTING CONTRACTORS ("Contractor"), whose address is 2328 Centennial Way, Corona, California 92882, and is made with reference to the foilowing: RECITALS A. City is a municipai corporation duly organized and vaiidly 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 Caiifornia and the Charter of City. B. City desires to engage Contractor to perform on-cail maintenance and/or repair services for City ("Project"). C. Contractor possesses the skili, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the iocation of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is famiiiar with aii conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2019, uniess terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shail perform the on-caii services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein. Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; ATTACHMENT C 13-54 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed. Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing. Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein. Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand-delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00), without prior written amendment to the Agreement. Fox Painting Contractors Page 2 13-55 4.2 Contractor shall submit monthly Invoices to City describing the Work performed the preceding month. Contractor's bills shall Include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task In the Scope of Services to which It relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly Invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically Identified In Exhibit B to this Agreement and the Letter Proposal, or specifically approved In writing In advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that Is determined by City to be necessary for the proper completion of the Project, but which Is not Included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid In accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 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 Agreement term. Contractor has designated Troy Pourchot to be Its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed In Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of Its personnel assigned to the performance of Services upon written request of City. Contractor warrants that It will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Fleet/Facllltles Manager or deslgnee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City In all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor In the execution of Its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant Information on file at City. City will provide all such materials In a timely manner so as not to cause delays In Contractor's Work schedule. Fox Painting Contractors Page 3 13-56 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described In Exhibit A In performing Services under this Agreement. Any deviation from the materials described In Exhibit A shall not be Installed or utilized unless approved In advance and In writing by the Project Administrator. 8.2 All of the Services 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 Agreement, and that It will perform all Services 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. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 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 legally required of Contractor to practice Its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 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. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof 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 Services 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 City Council, boards and commissions, officers, agents, volunteers, and employees (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. Fox Painting Contractors Page 4 13-57 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 Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or 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 or willful 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 Agreement. 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 Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement 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 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee 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 expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. 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 Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work 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 Services. Fox Painting Contractors Page 5 13-58 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. 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 Informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that 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 Agreement or for other periods as specified In this Agreement, 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 Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement 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 Agreement. 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. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or Fox Painting Contractors Page 6 13-59 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 cotenant if Contractor is a partnership or joint-venture or syndicate or cotenancy, 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. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any 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 othenwise 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 Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 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 Agreement, 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. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement 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 Agreement. 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, data. Documents, proceedings and Fox Painting Contractors Page 7 13-60 activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 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 Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 23.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, 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. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Fleet/Facilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PC 80x1768 Newport Beach, CA 92658 Fox Painting Contractors Page 8 13-61 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Troy Pourchot Fox Painting Contractors 2328 Centennial Way Corona CA 92882 25. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement 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 any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. 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, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions. City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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 reports. Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). Fox Painting Contractors Page 9 13-62 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law. Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 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. 28.3 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. 28.4 Integrated Contract. This Agreement 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. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement 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. Fox Painting Contractors Page 10 13-63 28.8 Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or othenA/ise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in fuli force and effect. 28.9 Controllino Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Eouai Ooportunitv Emolovment. 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. 28.11 No Attornevs' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counteroarts. This Agreement 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 (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Fox Painting Contractors Page 11 13-64 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 3/cP^//^ Aaron 0. Harp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By:. Diane B. Dixon Mayor CONTRACTOR: Troy Pourchot, a sole proprietor doing business as ("DBA") Fox Painting Contractors Date: By:. Leilani I. Brown City Clerk By:. Troy Pourchot Owner [END OF SIGNATURES] Attachments:Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Fox Painting Contractors Page 12 13-65 EXHIBIT A SCOPE OF SERVICES Fox Painting Contractors Page A-1 13-66 SCOPE OF SERVICES PAINTING SERVICES . DESCRIPTION OF PROJECT o The contractor shall furnish all material, labor, equipment and supervision necessary to perform the as-needed painting services at various City locations as requested by the City. • WORKING HOURS o Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m., Monday through Thursday; and 7:00 a.m. to 3:30 p.m., Friday. • WORKMANSHIP AND SUPERVISION o Contractor shall maintain a C-33 Painting and Decorating license at all time for the duration of the agreement. o Maintain all work sites free of hazards to persons and/or property resulting from the Contractor's operations. Any hazardous condition noted by the Contractor, which is not a result of the Contractor's operations, shall be immediately reported to the City. Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations under this Agreement. o Contractor shall be responsible for removing and cleaning any and all debris that occurs as a result of its operations as a result of the services. o Contractor shall comply with all hazardous materials disposal laws, rules, regulations and ordinances. o At all times, the Contractor will ensure at least one English speaking person is on site of any City assigned project. o Contractor shall be compensated for reasonable and allowable materials costs specifically identified in Exhibit B to this Agreement and/or otherwise incurred under a particular Letter Proposal. Materials costs must be substantiated with invoices submitted by the Contractor for materials used in performing the approved services issued under the subject Letter Proposal. o Contractor markup on materials required to perform the Services described herein shall be fixed at the percentage listed in any Letter Proposal submitted by Contractor, and accepted by City, for a particular request of City for Services. In no case, shall Contractor's mark up for materials per any City request for Services exceed fifteen percent (15%). o o Receipts will be required and shall be provided by the Contractor to substantiate costs incurred by the Contractor for all materials included in each invoice submitted to the City for payment. 13-67 o Contractor shall designate a specific employee or employees to provide Services to the Police Department Headquarters, who shall be required to undergo a background check process prior to commencement of work. • QUALITY OF MATERIALS o The actual cost of all materials passed on to the City shall be wholesale cost of the material, plus the maximum overhead Identified In the billing rates. The wholesale cost shall be the actual cost paid by the Contractor reflecting the best price, Including discounts available. Receipts shall be required for reimbursements. City reserves the right to specify what type of material and will be purchased per project. All material purchases shall be preapproved by the City's Project Administrator. At no time shall the cost of materials exceed retail cost plus the approved overhead charge Identified. o The City reserves the right to purchase materials directly and make them available to the Contractor. In the event the City exercises the option to purchase the materials, the following conditions will apply: n Contractor shall conform to all City practices and procedures. n All City purchases will be for the sole expressed use of and for the City. n The Contractor shall secure, store. Inventory, distribute and control all materials entrusted to the Contractor's representatives. All materials and Inventories shall be made available to the City upon request. 13-68 Technical Specifications • The contractor will provide cleaning, surface preparation, paint repair and repaint services at City Facilities, including but not limited to performance of the following tasks: o All surfaces being prepared for paint and the surrounding area are to be cleaned. o Protect other surfaces whether to be painted or not, against damage by painting and finishing work. o Preparation of painted surfaces shall include hand removal of damaged paint to primer or bare metal which shall be included in the cost of repainting. o All painted surfaces that require spot paint repair will have a complete paint application applied after spot repairs are completed. The complete element that has received a spot repair shall be repainted, not just the location of the spot repair. o Inspect all surfaces to be treated prior to the application of painting material and correct or repair all defects that might affect the work. Repairs shall include removal and replacement of rusted and/or damaged materials. o Provide in advance of their use. Materials Safety Data Sheets (MSDS) for all products used by the Contractor under this agreement. o All materials required to complete the services under this agreement shall be furnished by the contractor, unless agreed otherwise in writing by the parties. o Upon approval of a letter proposal, the contractor shall notify the City's project manager of the proposed source of supply of all materials to be used in the work and shall furnish samples of such materials as may be required by the City's project manager. o All work and materials covered by this scope and associated letter proposals shall be subject to inspection at any and all times by the City's designated project manager. • SURFACE PREPARATION o Contractor shall: n Ensure that all repairs and repainting match all exterior or interior colors to existing color schemes of the building, facility, or item being painted unless the City directs otherwise. n Clean all surfaces to be painted or primed of all foreign material, including loose paint, chipped paint, rust scale, oil, grease, dirt, mildew, chemicals, attached or applied items or materials, and minor defects 13-69 removed by light sanding, or any other materiai that may interfere with the proper appiication, adhesion, and longevity of the paint or applied material. Contractor shall not apply paint or other materiais to wet, dusty, damp, dirty, finger marked, unfinished, rough or otherwise defective surfaces untii such conditions have been properly remedied. n Remove aii hardware items before painting inciuding but not iimited to eiectrical and telephone plates and covers, hardware from doors and frames, removable door numbers and signs, graphic letters and numbers, etc., and replace all items on compietion of the painting work. o Not apply paint in damp or rainy weather or at temperature beiow 50 degrees Fahrenheit. o Provide undercoat paint when required, produced by the same manufacturer as the finish coat. o Use only thinner approved by the paint manufacturer, and use only within the recommended iimits. o Sand and wash with a solution of TSP or equai or Giossy surfaces shaii be sanded, washed with a solution of TSP or equai or treated with liquid sandpaper on all glossy surfaces to provide a roughened surface for proper adhesion. o Remove aii rust and corrosion from metal surfaces. Spot prime on the day of appiication aii bare metal primed with a primer that will withstand exposure to the eiements and also be compatible with subsequent finish coats. Spot repairs and application of primer coat, base coat and finish coat in accordance with specifications provided by the designated project administrator. o Ciean gaivanized metal items with peeled paint with scrapers, sandpaper or wire brush to remove all damaged paint and properly primed before painting. • PAINT APPLICATION o Contractor shaii; o Appiy aii coats of all materials to manufacturer's specifications. o Appiy finish coats that are free of all defects including but not limited to brush marks, sanding marks, runs, sags, skips, crawis, and hoiidays, regardiess of number of coats applied. o Ensure that all exposed electrical conduit, hangers, outiet boxes, junction boxes, raceways, gutters, supporting frames, piping, ductwork, griiies, registers, insulation or unprimed eiectricai equipment in areas caiiing for finishing shaii be painted with two coats of adjacent finish over prime coat. o Apply final coats with an even finish. 13-70 o Provide and hang a sufficient number of "Wet Paint" signs to protect all newly painted finishes. • LABOR AND MATERIALS o CONTRACTOR shall provide all labor, materials, and tools required for the provision of the required services. o Provide necessary equipment (i.e., ladders, ladder trucks, aerial lifts, scaffolding, etc.) required to perform the work specified in the CONTRACT which shall include those tools and equipment required for repairing/replacing of all equipment regardless of height. o Contractor shall provide all storage space needed for performance of this work in an off- site location. City facilities shall not be used for the storage of any material, tools or equipment required to perform this work. o All materials shall be new, high grade (commerciai grade), free of defects, suitable for the specific purpose intended, and subject to the review and approval of the Contract Administrator or his designee. o Certain small parts, such as wire, nuts, bolts, screws, tape and other consumables shall be included as overhead in the labor cost quoted for a project. o All guarantees and warranties obtainable by the contractor from manufacturers and vendors of equipment, in the performance of this contract, shall be extended to the City to the fuii extent of their terms. 13-71 EXHIBIT B SCHEDULE OF BILLING RATES Fox Painting Contractors Page B-1 13-72 One of the mandatory at^chments that llie PianetBids portal win prompt y«w for is caii^ a "Cost File." Please upload this document to satisfy the requirement: Hourly Rate After Hours Rate* Minimam Hours Notice Supervisor/Foreman ^.00 75.00 none 24 hours Joumeyman Painter 56.00 75.(X)none 24 hours Apprentice 39.00 52.00 none 24 hours Helper SOD 34.00 none 24 hours am-4:30 pm. The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement agreement or connection with any corporation, fim or person submitting a Propfmdfm- the seme semms, and is in M respects fair and without collusion of f^ud. The undersigned certifies that they have not entered into any arrangement or agreement with any C#fy o/ Newport Beach public officer. The undersigned understands collusive practices are a violation of State and Federal law and can result In fines, pns^ sentences, spd civil damage awards. Proposejr^^nature ~ ' Printed Name and Title -i-; 13-73 EXHIBIT C INSURANCE REQUIREMENTS - MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. 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 Agreement, 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 Reauirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident 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. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liabilitv 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 one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general 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 Liabilitv Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented Fox Painting Contractors Page C-1 13-74 vehicles, in an amount not iess than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Recuirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subroaation. Aii insurance coverage maintained or procured pursuant to this Agreement shaii be endorsed to waive subrogation against City, its eiected 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 from each of its subconsultants. B. Additional Insured Status. All liability policies inciuding general liability, products and completed operations, excess liability, poiiution liabiiity, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primarv and Non Contributorv. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the foiiowing: 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. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require compiete, certified copies of aii required insurance policies, at any time. B. Citv's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial Fox Painting Contractors Page C-2 13-75 additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, ail 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 Agreement 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. Reguirements not Limiting. Requirements of specific coverage features or limits contained in this Section 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 shali be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum iimits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be deciared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. Citv Remedies for Non-Comoliance If Contractor or any sub- consultant 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 Agreement, 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. Fox Painting Contractors Page C-3 13-76 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. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Fox Painting Contractors Page C-4 13-77 ACKNOWLEDGMENT A notary public or other olTicer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he^he/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of } ss. On , 20 before me. Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) Fox Painting Contractors 13-78