Loading...
HomeMy WebLinkAboutAGENDA REPORT 2018 0307 CCSA REG ITEM 10E CITY OF MOORPARK, CALIFORNIA City Council Meeting Item. 10.E. of March 7, 2018 ACT ION Approved staff recommendation BY M Benson MOORPARK CITY COUNCIL AGENDA REPORT TO: The Honorable City Council FROM: Jeremy Laurentowski, Parks and Recreation Director BY: Chris Ball, Management Analyst DATE: February 27, 2018 (CC Meeting of March 7, 2018) SUBJECT: Consider Agreements with ServiceMaster Professional Building Maintenance for Janitorial Services, and DNA Electric and Caltec Electrical, Inc. for Electrical Services BACKGROUND & DISCUSSION Historically, the City has contracted with various licensed contractors to provide general maintenance and repair services for City owned facilities, parks and landscape maintenance districts These include janitorial services and electrical maintenance and repair services As the City's facilities age, the need for such services is increasing The City's current contracts for janitorial and electrical maintenance services are nearing their termination dates In January staff issued Request for Proposals (RFP) to three contractors for janitorial services, and RFPs to six contractors for electrical services One response was received from the current contractor for janitorial services and two responses were received for electrical services Staff is recommending new Agreements with all three contractors, as detailed below All of the recommended contractors have the qualifications and experience to properly and timely perform services as needed To reduce the administrative burden and align contract terms with the fiscal year, staff is recommending initial terms of approximately two years, ending in June 30, 2020, with three optional one year extensions All extensions would require written amendments approved by City Manager and executed by both parties The annual contract value, and total contract value over the five year maximum contract duration is listed below 22 City Council Meeting March 7, 2018 Page 2 Contractor Service Annual Value Total 5-Year Contract Value ServiceMaster Professional Janitorial $61 ,808 $316,144 Building Maintenance DNA Electric Electrical $50,000 $250,000 Caltec Electrical, Inc Electrical $50,000 $250,000 The current janitorial service contract with ServiceMaster Professional Building Maintenance (ServiceMaster) expires March 31 , 2018 To avoid any interruption in service, the initial term of the new janitorial services contract is 26 months, beginning April 1 , 2018 and ending June 30, 2020 The total contract value for the initial term is $130,720, which includes a 10% contingency to cover unanticipated special cleaning requests Staff is recommending agreements with two electrical contractors for on-call electrical maintenance and repair services, each with a total annual value of $50,000 It should be noted that the hourly labor rates differ for each respective business The hourly cost for DNA Electric (DNA) varies between $70/hour and $80/hour during regular hours and between $110/hr and $120/hr during off-hours and on weekends and holidays The hourly cost for Caltec Electrical, Inc (Caltec) is $144/hour during all hours Due to the lower hourly cost, staff has contracted with DNA for various electrical services since 2003, and will continue to schedule DNA for regular electrical services However, as the City's facilities age, staff feels that it is necessary to have at least two licensed contractors available to perform maintenance and repair services This will improve staffs ability to address urgent repairs, increase flexibility in scheduling maintenance work, and allow for bid comparison on small projects FISCAL IMPACT Funding has been included in the FY 17/18 budget and will be included in future FY budgets as necessary to cover service costs Staff is not requesting any additional appropriation for these services STAFF RECOMMENDATION: Approve Agreements with ServiceMaster, DNA, and Caltec, subject to final language approval by the City Manager Attachments 1 Agreement — ServiceMaster Professional Building Maintenance (Janitorial Services) 2 Agreement — DNA Electric (Electrical Services) 3 Agreement — Caltec Electrical, Inc (Electrical Services) 23 Attachment 1 AGREEMENT BETWEEN THE CITY OF MOORPARK AND CHARLES VON RUEDEN, DBA SERVICEMASTER PROFESSIONAL BUILDING MAINTENANCE, FOR BUILDING MAINTENANCE SERVICES THIS AGREEMENT, made and effective as of this day of , 2018, between the City of Moorpark, a municipal corporation ("City") and Charles Von Rueden, a sole proprietor, DBA ServiceMaster Professional Building Maintenance, ("Contractor") In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows WHEREAS, City has the need for regular and annual building maintenance services at various City properties, and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved, and WHEREAS, Contractor has submitted to City a Proposal dated February 2, 2018, which is attached hereto as Exhibit C NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows 1 TERM The term of this Agreement shall be from April 1 , 2018 to June 30, 2020, unless this Agreement is terminated or suspended pursuant to this Agreement Upon the mutual consent of both parties, the term of this Agreement may be extended by a written amendment executed by both parties for three (3) additional one (1) year periods 2 SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide regular and annual building maintenance services, as set forth in Exhibit B Scope of Services In the event there is a conflict between the provisions of Exhibit B and this Agreement, the language contained in this Agreement shall take precedence Contractor shall perform the tasks described and set forth in Exhibit B Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit B Compensation for the services to be performed by Contractor shall be in accordance with Exhibit C Contractor Proposal Compensation shall not exceed the rates or total contract value of one hundred thirty thousand seven hundred twenty dollars and seventy cents ($130,720 70), which includes a ten percent (10%) 24 contingency of eleven thousand eight hundred eighty-three dollars and seventy cents ($11 ,883 70), during the initial term ending June 30, 2020 During any subsequent extended terms, compensation shall not exceed the rates or total contract value of sixty- one thousand eight hundred seven dollars and ninety cents ($61 ,807 90) annually, which includes a ten percent (10%) contingency of five thousand six hundred eighteen dollars and ninety cents ($5,618 90), without a written amendment to the Agreement executed by both parties Payment by City to Contractor shall be in accordance with the provisions of this Agreement 3 PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement 4 MANAGEMENT The individual directly responsible for Contractor's overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be Charles Von Rueden, and no other individual may be substituted without the prior written approval of the City Manager The City's contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager's designee 5 PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, based upon actual time spent on the above tasks This amount shall not exceed one hundred thirty thousand seven hundred twenty dollars and seventy cents ($130,720 70), which includes a ten percent (10%) contingency of eleven thousand eight hundred eighty- three dollars and seventy cents ($11 ,883 70), during the initial term ending June 30, 2020 During any subsequent extended terms, compensation shall not exceed the rates or total contract value of sixty-one thousand eight hundred seven dollars and ninety cents ($61 ,807 90) annually, which includes a ten percent (10%) contingency of five thousand six hundred eighteen dollars and ninety cents ($5,618 90), for the total term of the Agreement unless additional payment is approved as provided in this Agreement Contractor shall not be compensated for additional services rendered in connection with its performance of this Agreement, unless such additional services and Charles Von Rueden DBA Page 2 of 19 ServiceMaster Professional Building Maintenance 25 compensation are authorized, in advance, in a written amendment to the agreement executed by both parties Contractor shall submit invoices monthly for actual services performed Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager If the City disputes any of Contractor's fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice 6 TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement The Contractor may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City Upon termination or suspension of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to this Agreement 7 DEFAULT OF CONTRACTOR The Contractor's failure to comply with the provisions of this Agreement shall constitute a default In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default If the City Manager or the City Manager's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default The Contractor shall have five (5) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance In the event that the Contractor fails to cure its default within such period of time, the City shall have the Charles Von Rueden DBA Page 3 of 19 ServiceMaster Professional Building Maintenance 26 right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement 8 LIQUIDATED DAMAGES If the Contractor fails to complete the work, or any portion thereof, within the time period required by this Agreement, or as duly extended in writing by the City Manager, Contractor shall forfeit and pay to the City, as liquidated damages, the sum of one hundred fifty dollars ($150 00) per day for each calendar day the work, or portion thereof, remains uncompleted after the above specified completion date Liquidated damages shall be deducted from any payments due or to become due to the Contractor under the terms of this Agreement Progress payments made by the City after the above specified completion date shall not constitute a waiver of liquidated damages by the City 9 OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible Contractor shall provide free access to the representatives of City or the City's designees at reasonable times to such books and records, shall give the City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement Notification of audit shall be provided at least thirty (30) days before any such audit is conducted Such records, together with supporting documents, shall be maintained for a period of ten (10) years after receipt of final payment Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files 10 INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents ("City Indemnitees") from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including Charles Von Rueden DBA Page 4 of 19 ServiceMaster Professional Building Maintenance 27 reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City's option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels' fees incurred in defense of such claims Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section 11 INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full 12 INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner Charles Von Rueden DBA Page 5 of 19 ServiceMaster Professional Building Maintenance 28 No employee benefits shall be available to Contractor in connection with the performance of this Agreement Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder 13 LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section 14 ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person, or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code The Contractor shall have responsibility for compliance with this Section, if applicable [Labor Code Sec 1735] 15 UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity 16 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement Charles Von Rueden DBA Page 6 of 19 ServiceMaster Professional Building Maintenance 29 17 CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor 18 NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows To City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To Charles Von Rueden ServiceMaster Professional Building Maintenance 4053 Calle Tesoro, #F Camarillo, California 93012 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail 19 CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor's legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents 20 ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement Charles Von Rueden DBA Page 7 of 19 ServiceMaster Professional Building Maintenance 30 21 LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement 22 VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement 23 COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof 24 ARBITRATION Cases involving a dispute between City and Contractor may be decided by an arbitrator if both sides agree in writing, with costs proportional to the judgment of the arbitrator 25 ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material 26 CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof Charles Von Rueden DBA Page 8 of 19 ServiceMaster Professional Building Maintenance 31 27 AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement 28 PRECEDENCE In the event of conflict, the requirements of the City's Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor's Proposal 29 INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared 30 WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision No waiver shall be binding unless executed in writing by the party making the waiver 31 AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder Charles Von Rueden DBA Page 9 of 19 ServiceMaster Professional Building Maintenance 32 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written CITY OF MOORPARK CHARLES VON RUEDEN DBA SERVICEMASTER PROFESSIONAL BUILDING MAINTENANCE Troy Brown, City Manager Charles Von Rueden, Owner Attest Maureen Benson, City Clerk Charles Von Rueden DBA Page 10 of 19 ServiceMaster Professional Building Maintenance 33 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below Contractor will use existing coverage to comply with these requirements If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City Contractor shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office (ISO) "Commercial General Liability" policy form CG 00 01 or the exact equivalent Defense costs must be paid in addition to limits There shall be no cross liability exclusion for claims or suits by one insured against another Limits are subject to review but in no event less than $1 ,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent Limits are subject to review, but in no event to be less than $1 ,000,000 per accident If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1 ,000,000 per accident or disease Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another Coverage shall be applicable to the City for injury to employees of Contractor, subcontractors or others involved in the Work The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein Limits are subject to review Charles Von Rueden DBA Page 11 of 19 ServiceMaster Professional Building Maintenance 34 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A M Bests rating of A- or better and a minimum financial size of VII General conditions pertaining to provision of insurance coverage by Contractor Contractor and the City agree to the following with respect to insurance provided by Contractor 1 Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 with an edition prior to 1992 Contractor also agrees to require all contractors and subcontractors to do likewise 2 No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right to subrogation prior to a loss Contractor agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise 3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage 4 None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing 5 No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor 6 All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises Contractor shall not make any reductions in scope of coverage (e g elimination of contractual liability or reduction of discovery period) that may affect the City's protection without the City's prior written consent 7 Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to city at or prior to the execution of this Agreement In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium Any Charles Von Rueden DBA Page 12 of 19 ServiceMaster Professional Building Maintenance 35 premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City's option 8 Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate 9 It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City 10 Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review 11 Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions 12 The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City 13 For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement 14 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance Charles Von Rueden DBA Page 13 of 19 ServiceMaster Professional Building Maintenance 36 requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard 15 Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement This obligation applies whether or not the Agreement is canceled or terminated for any reason Termination of this obligation is not effective until the City executes a written statement to that effect 16 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage Proof that such coverage has been ordered shall be submitted prior to expiration A coverage binder or letter from Contractor's insurance agent to this effect is acceptable A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage 17 The provisions of any Workers' Compensation or similar act will not limit the obligations of Contractor under this Agreement Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents 18 Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy 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 limiting or all- inclusive 19 These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such 20 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section 21 Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement Any such provisions are to be deleted with reference to the City It is not the intent of the City to reimburse any third party for the cost of complying with these requirements There shall be no recourse against the City for payment of premiums or other amounts with respect thereto Charles Von Rueden DBA Page 14 of 19 ServiceMaster Professional Building Maintenance 37 22 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement The 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 the City Charles Von Rueden DBA Page 15 of 19 ServiceMaster Professional Building Maintenance 38 Attachment 1 EXHIBIT B SCOPE OF SERVICES Contractor agrees to provide regular janitorial services Monday through Saturday no earlier than 8 00 p m at the following locations, the Moorpark Library (699 Moorpark Avenue) and the Ruben Castro Human Services Center (612 Spring Road) The Contractor will provide regular janitorial services to the Moorpark Public Services Facility (627 Fitch Ave) on Tuesdays and Fridays (2-days) between 8 OOam and 3 OOpm Said services shall be provided on all holidays, if the holiday falls on a regular service day with the exception of New Year's Day, Thanksgiving Day, July 4, Labor Day, Memorial Day, and Christmas The City reserves the right to assign the hours that Contractor shall perform janitorial services under the Contract, upon mutual consent of Contractor Contractor also agrees to provide annual janitorial services at the following locations the Arroyo Vista Recreation Center and Gymnasium (4550 Tierra Rejada Road), the Moorpark Public Services Facility (627 Fitch Avenue), the Moorpark City Administrative Building, and Annex No 1 , Annex No 2 Kitchen and Break room and Annex No 3 Community Development and Community Services building (799 Moorpark Avenue) Services will be performed upon a mutually agreed date and time Contractor shall be provided with a set of keys, which the Contractor shall sign for denoting the number and type of key provided and the alarm code for that facility Contractor is responsible for the keys and agrees not to duplicate them If additional keys are needed, Contractor shall make a request to the City Contractor agrees to be responsible for disarming facilities upon entry and for fully locking and alarming buildings at the completion of each shift and locking and relocking The Contractor further agrees that the facilities shall never be left unattended unless fully locked and alarmed Contractor agrees that failure to fully secure the facilities can result in liquidated damages The City agrees to notify Contractor in writing when the alarm code for one of the facilities covered by this Contract has been changed Upon termination of this Contract, Contractor shall return all keys provided by City Contractor agrees to provide and be responsible for the maintenance of their own tools of the trade for cleaning, equipment, materials, and solutions as is required to satisfactorily perform the Scope of Service under this Contract This includes but is not limited to commercial grade vacuum cleaner, carpet steam cleaner, floor scrubbing machine, floor buffing machine, broom, mop, floor buffing pads, and cleaning brushes. Contractor further agrees that all Kelly employees shall be in uniform and carry appropriate identification when on duty City shall be responsible for providing routine and daily sanitary and cleaning supplies necessary for performing work at the City of Moorpark Public Library only (unless otherwise specified), which include all paper supplies associated with this Contract, liquid soap for dispensers, trash can liners, feminine sanitary supplies The City shall supply all solutions for cleaning the hardwood floors in the gym during annual cleaning services 39 Contractor shall report any broken, malfunctioning, or vandalized equipment or fixtures (including but not limited to heating/air conditioning units, plumbing, and electrical), and shall report any graffiti applied to the interior or exterior of a City building, to the City's Parks and Landscape Maintenance Superintendent immediately by telephone In the event the Parks and Landscape Maintenance Superintendent is not available, Contractor shall leave a voice mail message on the Superintendent's work phone (805-517-6360) DAILY SERVICES Contractor agrees to provide regular janitorial services Monday through Saturday no earlier than 8 00 p m at the following locations, the Moorpark Public Library (699 Moorpark Avenue) and the Ruben Castro Human Services Center (612 Spring Road) • Pick up litter, empty all trash containers, and replace container liners Discard trash and recycling materials into approved trash bins • Vacuum all floors and entry mats (carpeted and non-carpeted) • Wet mop floors as needed (minimum of three days a week) using a cleaning solution • Spot clean carpets by hand as needed, using appropriate carpet cleaner solution • Clean public counters with cleaning solution • Wash walls, partitions, and doors as needed with cleaning solution • Clean entry door windows with window cleaning solution • Clean and disinfect drinking fountains • Restock dispensers including but not limited to, paper towels and soap • Dust all desks, tables, counters, horizontal surfaces, window sills, etc • Dust window blinds • Clean restroom sinks with cleanser • Clean restrooms counter tops with cleaning solution • Clean and disinfect restrooms commodes and urinals and the base of each unit • Sanitize restrooms doorknobs and light switches • Sweep and wet mop restroom floors Charles Von Rueden DBA Page 17 of 19 ServiceMaster Professional Building Maintenance 40 • Stock all restrooms dispensers, including toilet paper, paper towels, soap, and sanitary napkins • Empty all restrooms trash and sanitary containers— replace liners Dispose of trash material in appropriate trash dumpster • Spot clean kitchen cabinet drawers /doors and fronts • Wipe clean kitchen chairs and sofas • Clean kitchen counters and tables • Spot clean kitchen entry doors • Clean and refill kitchen dispensers • Sanitize kitchen doorknobs and light switches • Sweep and wet mop kitchen floors • Dust all horizontal kitchen surfaces • Clean kitchen microwave inside and outside • Clean kitchen exterior of refrigerator • Clean kitchen sinks • Empty kitchen trash cans • Spot clean kitchen walls • Clean kitchen drain, vents, and filters as needed ANNUAL CLEANING (Contact City to Schedule) Contractor agrees to provide annual janitorial services at the following locations the Moorpark Library (699 Moorpark Avenue), the Ruben Castro Human Services Center (612 Spring Road), the Arroyo Vista Recreation Center and Gymnasium (4550 Tierra Rejada Road), the Moorpark Public Services Facility (627 Fitch Avenue), the Moorpark City Administrative Building, and Annex No 1 , Annex No 2 Kitchen and Break room and Annex No 3 Community Development and Community Services building (799 Moorpark Avenue) • Detail clean offices, kitchen, and restrooms Charles Von Rueden DBA Page 18 of 19 ServiceMaster Professional Building Maintenance 41 • Shampoo carpet and apply scotch guard • Scrub and strip vinyl floors and apply 2-coats of wax • Scrub and apply stone sealer to tile pavers • Clean interior windows and window sills, • Clean exterior windows and apply window spot removing chemical to remove hard water stains • Dust building fixtures including but not limited to, florescent lights, burglar alarm sensors, wall clocks, fire extinguishers and cases, and video security cameras • Clean and scrub all door thresholds • Clean all door panic bar hardware with cleaning solution • AVRC Gymnasium remove, shoe marks from non-hardwood floor • AVRC Gymnasium wet mop non-hardwood floor apply 2-coats of wax • AVRC Gymnasium shampoo entry mats • AVRC Gymnasium remove, shoe marks and gum from gym hardwood floor • AVRC Gymnasium clean gym hardwood floor with hardwood floor solution • AVRC Gymnasium clean baseboards • AVRC Gymnasium clean entry door windows • AVRC Gymnasium clean walls, doors, and bleachers • AVRC Gymnasium clean wall mats • AVRC Gymnasium clean metal track around gym hardwood floor to remove debris Charles Von Rueden DBA Page 19 of 19 ServiceMaster Professional Building Maintenance 42 Exhibit C PROPOSAL SUBMISSION FORM We hereby submit our Proposal for the Building Maintenance Services and undertake to carry out the Work/Services in strict accordance with all referenced Terms & Conditions, Regulations and Labor Codes, Building Codes, applicable to this RFP. We have carefully read and examined the Request for Proposal and have conducted such other investigations as were prudent and reasonable in preparing the Proposal. We agree to be bound by statements and representations made in this Proposal and to any Agreement resulting from this Proposal. -,ce.-141ca_j3? s- /- Company Name , _ Street Address 40_- ' Cc;-,*_ -7—erat Cw, City&Postal Code C.Q." ,-ri //b_ 9_3(., (2. Tel No. gO‘S'- S 8 qe– Cc s'k 3 Fax No. go -- .389- // '7 E-mail 04cr/'c4 Si-e/, c.-e.rr s rp& n. eam Contractor License No. A//./7 ' L';r y' v-c/9"201:7s 1)n-ix/e{ Other Licenses 13efs,/-1M.C-s Ar r. X03 4 9.7. -7/ Name and Title ) (please print) 17'' 1alo'✓r (u-, liar\PL.k.dsV1 Signature: LS?„, ` 1 `,/ V I Date: / 2/7o/ ' i 43 Service/JAsTER Janitorial Services SeniceMaster Profess onal Buiding.iaintcuancc Clean 4053 Calle Tesoro,#F Camarillo,CA 93012 ATTACHMENT 2 805/389-6883 Bos/3t39-1179179 charlie@scrvicemasterpbm.com www.servicemasterpbm.com FINANCIAL CONSIDERATIONS An independent business licensed to serve you by MOORPARK PUBLIC LIBRARY 699 MOORPARAK AVE (WEEKLY) ServiceMaster Clean Compensation: $ 1,258 Monthly $15,096 Annual Compensation: $3,000 Annual Cleaning RUBEN CASTRO HUMAN SERVICES FACILITY 612 SPRING ROAD (WEEKLY) Compensation: $1,394 Monthly $16,728 Annual Compensation: $1,500 Annual Cleaning CITY CIVIC CENTER 799 MOORPARK AVE-(ANNUAL) Compensation: $4,785 Annual Cleaning ARROYO VISTA RECREATION CENTER 4550 TIERRA REJADA ROAD (ANNUAL) Compensation: $4,950 Annual Cleaning MOORPARK PUBLIC SERVICES FACILITY-527 FITCH AVE(2-DAYS PER WEEK) Compensation: $577.50 Monthly $6,930 Annual Compensation:$3,200 Annual Cleaning TOTAL ANNUAL COMPENSATION: $56,189 SPECIAL REQUEST CLEANING Compensation: $29.25 per hour The labor rates are all inclusive without limitation, to include wage benefits, vehicle, fuel, tools, mobilization and demobilization, supervision, insurance, all licenses, permits, overhead and profit and all other requirements necessary for the commencement, performance and completion of the work. A SerV CCMASTER 44 Attachment 2 AGREEMENT BETWEEN THE CITY OF MOORPARK AND DAVID IWANSKY, DBA DNA ELECTRIC, FOR ELECTRICAL MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT, is made and effective as of this day of , 2018, between the City of Moorpark, a municipal corporation ("City") and David Iwansky, a sole proprietor, DBA DNA Electric ("Contractor") In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows WHEREAS, City has the need for electrical maintenance and repair services, and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved, and WHEREAS, Contractor has submitted to City a Proposal dated January 25, 2018 which is attached hereto as Exhibit D NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows 1 TERM The term of this Agreement shall be from the date of execution to June 30, 2020, unless this Agreement is terminated or suspended pursuant to this Agreement Upon mutual consent of both parties, the term of this Agreement may be extended by a written amendment executed by both parties for three (3) additional one (1) year periods 2 SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide electrical maintenance and repair services, as set forth in Exhibit C Scope of Services In the event there is a conflict between the provisions of Exhibit C and this Agreement, the language contained in this Agreement shall take precedence Contractor shall perform the tasks described and set forth in Exhibit C Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit C Compensation for the services to be performed by Contractor shall be in accordance with Exhibit D Contractor Proposal Compensation shall not exceed the rates or total contract value of one hundred thousand dollars ($100,000) during the initial term ending June 30, 2020 During any subsequent extended terms 45 compensation shall not exceed the rates or total contract value of fifty thousand dollars ($50,000) annually, without a written amendment to the Agreement executed by both parties Payment by City to Contractor shall be in accordance with the provisions of this Agreement City and Contractor acknowledge that this project is a public work to which prevailing wages apply, and that a public work project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR) Contractor agrees to comply with and be bound by all the terms, rules and regulations described in (a) Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the DIR implementing such statutes, as though set forth in full herein, including any applicable amendments made thereto during the term of this Agreement For every subcontractor who will perform work on this project, Contractor shall be responsible for subcontractor's compliance with (a) and (b), and Contractor shall take all necessary actions to ensure subcontractor's compliance Labor Code Section 1725 5 requires all contractors and subcontractors to annually register with the DIR before bidding or performing on any public work contract 3 PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement 4 MANAGEMENT The individual directly responsible for Contractor's overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be David lwansky and no other individual may be substituted without the prior written approval of the City Manager The City's contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager's designee 5 PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit D, based upon actual time spent on the above tasks This amount shall not exceed one hundred thousand dollars ($100,000) during the initial term ending June 30, 2020 During any subsequent extended terms compensation shall not exceed the rates or total contract value of fifty David Iwansky DBA DNA Electric Page 2 of 20 46 thousand dollars ($50,000) annually for the total term of the Agreement unless additional payment is approved as provided in this Agreement Contractor shall not be compensated for any additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement executed by both parties The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement Contractor shall submit invoices monthly for actual services performed Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager If the City disputes any of Contractor's fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice 6 TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement The Contractor may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City Upon termination or suspension of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to this Agreement 7 DEFAULT OF CONTRACTOR The Contractor's failure to comply with the provisions of this Agreement shall constitute a default In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default David Iwansky DBA DNA Electric Page 3 of 20 47 If the City Manager or the City Manager's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default The Contractor shall have five (5) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement 8 LIQUIDATED DAMAGES If the Contractor fails to complete the work, or any portion thereof, within the time period required by this Agreement, or as duly extended in writing by the City Manager, Contractor shall forfeit and pay to the City, as liquidated damages, the sum of one hundred fifty dollars ($150) per day for each calendar day the work, or portion thereof, remains uncompleted after the above specified completion date Liquidated damages shall be deducted from any payments due or to become due to the Contractor under the terms of this Agreement Progress payments made by the City after the above specified completion date shall not constitute a waiver of liquidated damages by the City 9 OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible Contractor shall provide free access to the representatives of City or the City's designees at reasonable times to such books and records, shall give the City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement Notification of audit shall be provided at least thirty (30) days before any such audit is conducted Such records, together with supporting documents, shall be maintained for a period of ten (10) years after receipt of final payment Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files David Iwansky DBA DNA Electric Page 4 of 20 48 10 INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents ("City Indemnitees") from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City's option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels' fees incurred in defense of such claims Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section This Indemnity shall survive termination of the Agreement or Final Payment hereunder This Indemnity is in addition to any other rights or remedies that the Indemnitees may have under the law or under any other Contract Documents or Agreements In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, in its sole discretion, reserve, retain, or apply any monies to the Contractor under this Agreement for the purpose of resolving such claims, provided, however, City may release such funds if the Contractor provides City with reasonable assurance of protection of the Indemnitees' interests City shall, in its sole discretion, determine whether such assurances are reasonable 11 INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full David Iwansky DBA DNA Electric Page 5 of 20 49 12 INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner No employee benefits shall be available to Contractor in connection with the performance of this Agreement Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder 13 LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations The City and Contractor shall comply with Exhibit B, California Public Contract Code Section 9204, when applicable The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section 14 ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person, or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code The Contractor shall have responsibility for compliance with this Section, if applicable [Labor Code Sec 1735] 15 UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, David Iwansky DBA DNA Electric Page 6 of 20 50 confidential financial arrangement, or financial inducement No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity 16 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement 17 CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor 18 NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows To City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To David Iwansky DBA DNA Electric 182 Wicks Road Moorpark, California 93021 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail David Iwansky DBA DNA Electric Page 7 of 20 51 19 CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor's legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents 20 ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement 21 LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement 22 VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement 23 COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof 24 ARBITRATION Cases involving a dispute between City and Contractor may be decided by an arbitrator if both sides agree in writing, with costs proportional to the judgment of the arbitrator 25 ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and David lwansky DBA DNA Electric Page 8 of 20 52 shall be of no further force or effect Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material 26 CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof 27 AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement 28 PRECEDENCE In the event of conflict, the requirements of the City's Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor's Proposal 29 INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared 30 WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision No waiver shall be binding unless executed in writing by the party making the waiver 31 AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder David Iwansky DBA DNA Electric Page 9 of 20 53 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written CITY OF MOORPARK DAVID IWANSKY DBA DNA ELECTRIC By By Troy Brown, City Manager David Iwansky, Owner Attest Maureen Benson, City Clerk David Iwansky DBA DNA Electric Page 10 of 20 54 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below Contractor will use existing coverage to comply with these requirements If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City Contractor shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office (ISO) "Commercial General Liability" policy form CG 00 01 or the exact equivalent Defense costs must be paid in addition to limits There shall be no cross liability exclusion for claims or suits by one insured against another Limits are subject to review but in no event less than $1 ,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent Limits are subject to review, but in no event to be less than $1 ,000,000 per accident If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1 ,000,000 per accident or disease Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another Coverage shall be applicable to the City for injury to employees of Contractor, subcontractors or others involved in the Work The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein Limits are subject to review David Iwansky DBA DNA Electric Page 11 of 20 55 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A M Bests rating of A- or better and a minimum financial size of VII General conditions pertaining to provision of insurance coverage by Contractor Contractor and the City agree to the following with respect to insurance provided by Contractor 1 Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 with an edition prior to 1992 Contractor also agrees to require all contractors and subcontractors to do likewise 2 No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right to subrogation prior to a loss Contractor agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise 3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage 4 None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing 5 No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor 6 All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises Contractor shall not make any reductions in scope of coverage (e g elimination of contractual liability or reduction of discovery period) that may affect the City's protection without the City's prior written consent 7 Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to city at or prior to the execution of this Agreement In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium Any David Iwansky DBA DNA Electric Page 12 of 20 56 premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City's option 8 Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate 9 It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City 10 Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review 11 Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions 12 The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City 13 For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement 14 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance David Iwansky DBA DNA Electric Page 13 of 20 57 requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard 15 Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement This obligation applies whether or not the Agreement is canceled or terminated for any reason Termination of this obligation is not effective until the City executes a written statement to that effect 16 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage Proof that such coverage has been ordered shall be submitted prior to expiration A coverage binder or letter from Contractor's insurance agent to this effect is acceptable A certificate of insurance and/or additional insured endorsement as required in these specification applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage 17 The provisions of any Workers' Compensation or similar act will not limit the obligations of Contractor under this Agreement Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents 18 Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy 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 limiting or all- inclusive 19 These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such 20 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section 21 Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement Any such provisions are to be deleted with reference to the City It is not the intent of the City to reimburse any third party for the cost of complying with these requirements There shall be no recourse against the City for payment of premiums or other amounts with respect thereto 22 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement The City David Iwansky DBA DNA Electric Page 14 of 20 58 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 the City 23 Contractor agrees to obtain and provide to City a copy of Professional Liability coverage for Architects or Engineers on this project, when required by City City shall determine the liability limit David Iwansky DBA DNA Electric Page 15 of 20 59 EXHIBIT B PUBLIC CONTRACT CODE SECTION 9204 9204 (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner (b) Notwithstanding any other law, including, but not limited to, Article 7 1 (commencing with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article 1 5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project (c) For purposes of this section (1) "Claim" means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project (B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled (C) Payment of an amount that is disputed by the public entity (2) "Contractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with a public entity for a public works project (3) (A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency (B) "Public entity" shall not include the following (i) The Department of Water Resources as to any project under the jurisdiction of that department (ii) The Department of Transportation as to any project under the jurisdiction of that department (iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department (iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal Code (v) The Military Department as to any project under the jurisdiction of that department (vi) The Department of General Services as to all other projects (vii) The High-Speed Rail Authority David Iwansky DBA DNA Electric Page 16 of 20 60 (4) "Public works project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind (5) "Subcontractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in direct contract with a contractor or is a lower tier subcontractor (d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision (B) The claimant shall furnish reasonable documentation to support the claim (C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement If the public entity fails to issue a written statement, paragraph (3) shall apply (2) (A) If the claimant disputes the public entity's written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute (B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally The public entity and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by David Iwansky DBA DNA Electric Page 17 of 20 61 issuance of an evaluation Any mediation utilized shall conform to the timeframes in this section (D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104 4 to mediate after litigation has been commenced (E) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties' dispute (3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety A claim that is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so (e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section (f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable, and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section (g) This section applies to contracts entered into on or after January 1 , 2017 (h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations (i) This section shall remain in effect only until January 1 , 2020, and as of that date is repealed, unless a later enacted statute, that is enacted before January 1 , 2020, deletes or extends that date (Added by Stats 2016, Ch 810, Sec 1 (AB 626) Effective January 1, 2017 Repealed as of January 1 , 2020, by its own provisions ) David Iwansky DBA DNA Electric Page 18 of 20 62 EXHIBIT C SCOPE OF SERVICES Routine Work Response One (1) to three (3) working days Emergency Work Response One (1) to three (3) hours For each job requested by the City representative, the Contractor shall respond and provide an initial assessment of the service or repair and an estimated cost provided to the City representative Cost estimates (proposals) will be reviewed by the City representative and upon acceptance authorize the Contractor to proceed with work All proposed work over $1 ,000 00 requires a written proposal The type of Work required will include, but is not limited to, repair, replacement and maintenance of electrical components Electrical services consist of the following, but not limited to • Trouble-shoot undetermined electrical failures • Provide construction and installation of new or updated electrical services or lighting projects • Purchase and install lighting ballast • Groundwater well electrical problems • Sewer pump lift station electrical problems • Softball field light electrical problems • Football field light electrical problems • Sport field lighting high-rise pole bulb replacement • Gymnasium lighting electrical problems • Snack-bar electrical problems • City park security lighting electrical problems and repairs • Electrical timer repair or installation • Electrical repair to City tennis courts and basketball courts lighting and timers • Electrical service to City marquee signs • SCE electrical meter replacement • Any electrical problem or service the City requests as an emergency response The Contractor is responsible for all equipment (bucket-truck, hi-lift, etc ), tools, and materials to complete all services or repairs Contractor's personnel are required to report/notify to the City designate upon arrival before starting any work, and before leaving the site David Iwansky DBA DNA Electric Page 19 of 20 63 At the end of each day and at the conclusion of work, the Contractor shall clean up all rubbish and debris, promptly remove any equipment or materials, and leave the site of the Work in a clean and tidy condition All work performed is to be in accordance with all governing regulatory authorities within the State of California, including, but not limited to, Labor Code Section, Building Code, etc All equipment, materials and labor utilized and all workmanship shall comply with all current codes, standards, regulations and statutes pertaining to the Work including, but not exclusively • Municipal & National Electrical Code, latest edition • Building Code, latest edition • Occupational Safety and Health Act (OSHA) Requirements • Underwriter's laboratories (UL) Contractor shall provide all Manufacturer warranties and Safety Data Sheets (SDS) The tax is not included in any prices and shown separately on the invoicing Materials will be itemized and charged separately Contractor is encouraged to consider sustainability and provide energy and environmentally-friendly products Contractor is to properly dispose of any components containing hazardous materials and recycle any unused equipment or waste resulting from their work David Iwansky DBA DNA Electric Page 20 of 20 64 Exhibit D PROPOSAL SUBMISSION FORM We hereby submit our Proposal for the Electrical Maintenance & Repair Services and undertake to carry out the Work/Services in strict accordance with all referenced Terms & Conditions, Regulations and Labor Codes, Building Codes, applicable to this RFP. We have carefully read and examined the Request for Proposal and have conducted such other investigations as were prudent and reasonable in preparing the Proposal. We agree to be bound by statements and representations made in this Proposal and to any Agreement resulting from this Proposal. Company Name _ DNA L �`� � e_ Street Address tioc_Ks Roe- City&Postal Code Tel No. 5( 0 5 5' 9 - `_3_cry^ Fax No. r� E-mail w 0, ie yc m X . Contractor License No. Other Licenses Name and Title (please print) DI S ib -Ati, S Signature: Date: 2 5 -a—lel r 65 FINANCIAL CONSIDERATIONS The labor rates are all inclusive without limitation, to include prevailing wage rates, wage benefits, vehicle, fuel, tools, mobilization and demobilization, supervision, insurance, all licenses, permits, overhead and profit and all other requirements necessary for the commencement, performance and completion of the Work. Electrical Journeyman Price per Hour (a) Regular time (state hours): Monday to Friday - $ cs, Too (b) Overtime (State Hours): Monday to Friday $ �-- f3 - (2...c=.7 Y I ,q r;�-�2 5 f'vvk 12y- f✓ (c) Sat/Sun/Statutory Holidays $ General Foreman Price per Hour (a) Regular time (state hours): Monday to Friday (b) Overtime (State Hours): Mond. • riday $ (c) Sat/Sun/Statuto• -olidays $ Electrical Apprentice Price per Hour (a) Regular time (state hours): Monday to Friday $ C? (b) Overtime (State Hours): Monday to Friday $ f� (c) Sat/Sun/Statutory Holidays $ / C r,. Mark-Up Rates: Materials / Rental Equipment/ Sub- Contractor- Mark-up rate on: Z7 / 1/laterials5'°ental equipment Travel Time Rates: Pleas indicate YES NO ' ravel time is charged. If Yes, travel time is calculated: Charge f ehicle @ $ /hr. or Trip. 66 Attachment 3 AGREEMENT BETWEEN THE CITY OF MOORPARK AND CALTEC ELECTRIC, INC , FOR ELECTRICAL MAINTENANCE AND REPAIR SERVICES THIS AGREEMENT, is made and effective as of this day of , 2018, between the City of Moorpark, a municipal corporation ("City") and CALTEC ELECTRIC, INC , a corporation ("Contractor") In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows WHEREAS, City has the need for electrical maintenance and repair services, and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved, and WHEREAS, Contractor has submitted to City a Proposal dated February 1 , 2018 which is attached hereto as Exhibit D NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows 1 TERM The term of this Agreement shall be from the date of execution to June 30, 2020, unless this Agreement is terminated or suspended pursuant to this Agreement Upon mutual consent of both parties, the term of this Agreement may be extended by a written amendment executed by both parties for three (3) additional one (1) year periods 2 SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide electrical maintenance and repair services, as set forth in Exhibit C Scope of Services In the event there is a conflict between the provisions of Exhibit C and this Agreement, the language contained in this Agreement shall take precedence Contractor shall perform the tasks described and set forth in Exhibit C Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit C Compensation for the services to be performed by Contractor shall be in accordance with Exhibit D Contractor Proposal Compensation shall not exceed the rates or total contract value of one hundred thousand dollars ($100,000) during the initial term ending June 30, 2020 During any subsequent extended terms 67 compensation shall not exceed the rates or total contract value of fifty thousand dollars ($50,000) annually, without a written amendment to the Agreement executed by both parties Payment by City to Contractor shall be in accordance with the provisions of this Agreement City and Contractor acknowledge that this project is a public work to which prevailing wages apply, and that a public work project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR) Contractor agrees to comply with and be bound by all the terms, rules and regulations described in (a) Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the DIR implementing such statutes, as though set forth in full herein, including any applicable amendments made thereto during the term of this Agreement For every subcontractor who will perform work on this project, Contractor shall be responsible for subcontractor's compliance with (a) and (b), and Contractor shall take all necessary actions to ensure subcontractor's compliance Labor Code Section 1725 5 requires all contractors and subcontractors to annually register with the DIR before bidding or performing on any public work contract 3 PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement 4 MANAGEMENT The individual directly responsible for Contractor's overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be Dan Moniz and no other individual may be substituted without the prior written approval of the City Manager The City's contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager's designee 5 PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit D, based upon actual time spent on the above tasks This amount shall not exceed one hundred thousand dollars ($100,000) during the initial term ending June 30, 2020 During any subsequent extended terms compensation shall not exceed the rates or total contract value of fifty CALTEC ELECTRIC, INC Page 2 of 20 68 thousand dollars ($50,000) annually for the total term of the Agreement unless additional payment is approved as provided in this Agreement Contractor shall not be compensated for any additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement executed by both parties The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement Contractor shall submit invoices monthly for actual services performed Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager If the City disputes any of Contractor's fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice 6 TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement The Contractor may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City Upon termination or suspension of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to this Agreement 7 DEFAULT OF CONTRACTOR The Contractor's failure to comply with the provisions of this Agreement shall constitute a default In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default CALTEC ELECTRIC, INC Page 3 of 20 69 If the City Manager or the City Manager's designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default The Contractor shall have five (5) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement 8 LIQUIDATED DAMAGES If the Contractor fails to complete the work, or any portion thereof, within the time period required by this Agreement, or as duly extended in writing by the City Manager, Contractor shall forfeit and pay to the City, as liquidated damages, the sum of one hundred fifty dollars ($150) per day for each calendar day the work, or portion thereof, remains uncompleted after the above specified completion date Liquidated damages shall be deducted from any payments due or to become due to the Contractor under the terms of this Agreement Progress payments made by the City after the above specified completion date shall not constitute a waiver of liquidated damages by the City 9 OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible Contractor shall provide free access to the representatives of City or the City's designees at reasonable times to such books and records, shall give the City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement Notification of audit shall be provided at least thirty (30) days before any such audit is conducted Such records, together with supporting documents, shall be maintained for a period of ten (10) years after receipt of final payment Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files CALTEC ELECTRIC, INC Page 4 of 20 70 10 INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents ("City Indemnitees") from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Contractor's performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor's performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City's option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels' fees incurred in defense of such claims Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section This Indemnity shall survive termination of the Agreement or Final Payment hereunder This Indemnity is in addition to any other rights or remedies that the Indemnitees may have under the law or under any other Contract Documents or Agreements In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, in its sole discretion, reserve, retain, or apply any monies to the Contractor under this Agreement for the purpose of resolving such claims, provided, however, City may release such funds if the Contractor provides City with reasonable assurance of protection of the Indemnitees' interests City shall, in its sole discretion, determine whether such assurances are reasonable 11 INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full CALTEC ELECTRIC, INC Page 5 of 20 71 12 INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner No employee benefits shall be available to Contractor in connection with the performance of this Agreement Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder 13 LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations The City and Contractor shall comply with Exhibit B, California Public Contract Code Section 9204, when applicable The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section 14 ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person, or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code The Contractor shall have responsibility for compliance with this Section, if applicable [Labor Code Sec 1735] 15 UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, CALTEC ELECTRIC, INC Page 6 of 20 72 confidential financial arrangement, or financial inducement No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity 16 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement 17 CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor 18 NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows To City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To Dan Moniz CALTEC ELECTRIC, INC 3 Westbury Street Thousand Oaks, California 91360 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail CALTEC ELECTRIC, INC Page 7 of 20 73 19 CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor's legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents 20 ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement 21 LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement 22 VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement 23 COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof 24 ARBITRATION Cases involving a dispute between City and Contractor may be decided by an arbitrator if both sides agree in writing, with costs proportional to the judgment of the arbitrator 25 ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and CALTEC ELECTRIC, INC Page 8 of 20 74 shall be of no further force or effect Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material 26 CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof 27 AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement 28 PRECEDENCE In the event of conflict, the requirements of the City's Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor's Proposal 29 INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared 30 WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision No waiver shall be binding unless executed in writing by the party making the waiver 31 AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder CALTEC ELECTRIC, INC Page 9 of 20 75 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written CITY OF MOORPARK CALTEC ELECTRIC, INC By By Troy Brown, City Manager Dan Moniz, President Attest Maureen Benson, City Clerk CALTEC ELECTRIC, INC Page 10 of 20 76 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below Contractor will use existing coverage to comply with these requirements If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City Contractor shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office (ISO) "Commercial General Liability" policy form CG 00 01 or the exact equivalent Defense costs must be paid in addition to limits There shall be no cross liability exclusion for claims or suits by one insured against another Limits are subject to review but in no event less than $1 ,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent Limits are subject to review, but in no event to be less than $1 ,000,000 per accident If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person Workers' Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1 ,000,000 per accident or disease Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another Coverage shall be applicable to the City for injury to employees of Contractor, subcontractors or others involved in the Work The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein Limits are subject to review CALTEC ELECTRIC, INC Page 11 of 20 77 Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A M Bests rating of A- or better and a minimum financial size of VII General conditions pertaining to provision of insurance coverage by Contractor Contractor and the City agree to the following with respect to insurance provided by Contractor 1 Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 with an edition prior to 1992 Contractor also agrees to require all contractors and subcontractors to do likewise 2 No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right to subrogation prior to a loss Contractor agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise 3 All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage 4 None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing 5 No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor 6 All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises Contractor shall not make any reductions in scope of coverage (e g elimination of contractual liability or reduction of discovery period) that may affect the City's protection without the City's prior written consent 7 Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to city at or prior to the execution of this Agreement In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium Any CALTEC ELECTRIC, INC Page 12 of 20 78 premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City's option 8 Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate 9 It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City 10 Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review 11 Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions 12 The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City 13 For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement 14 Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance CALTEC ELECTRIC, INC Page 13 of 20 79 requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard 15 Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement This obligation applies whether or not the Agreement is canceled or terminated for any reason Termination of this obligation is not effective until the City executes a written statement to that effect 16 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage Proof that such coverage has been ordered shall be submitted prior to expiration A coverage binder or letter from Contractor's insurance agent to this effect is acceptable A certificate of insurance and/or additional insured endorsement as required in these specification applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage 17 The provisions of any Workers' Compensation or similar act will not limit the obligations of Contractor under this Agreement Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents 18 Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy 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 limiting or all- inclusive 19 These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such 20 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section 21 Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement Any such provisions are to be deleted with reference to the City It is not the intent of the City to reimburse any third party for the cost of complying with these requirements There shall be no recourse against the City for payment of premiums or other amounts with respect thereto 22 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement The City CALTEC ELECTRIC, INC Page 14 of 20 80 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 the City 23 Contractor agrees to obtain and provide to City a copy of Professional Liability coverage for Architects or Engineers on this project, when required by City City shall determine the liability limit CALTEC ELECTRIC, INC Page 15 of 20 81 EXHIBIT B PUBLIC CONTRACT CODE SECTION 9204 9204 (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner (b) Notwithstanding any other law, including, but not limited to, Article 7 1 (commencing with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article 1 5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project (c) For purposes of this section (1) "Claim" means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project (B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled (C) Payment of an amount that is disputed by the public entity (2) "Contractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with a public entity for a public works project (3) (A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency (B) "Public entity" shall not include the following (i) The Department of Water Resources as to any project under the jurisdiction of that department (ii) The Department of Transportation as to any project under the jurisdiction of that department (iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department (iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal Code (v) The Military Department as to any project under the jurisdiction of that department (vi) The Department of General Services as to all other projects (vii) The High-Speed Rail Authority CALTEC ELECTRIC, INC Page 16 of 20 82 (4) "Public works project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind (5) "Subcontractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in direct contract with a contractor or is a lower tier subcontractor (d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision (B) The claimant shall furnish reasonable documentation to support the claim (C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement If the public entity fails to issue a written statement, paragraph (3) shall apply (2) (A) If the claimant disputes the public entity's written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute (B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally The public entity and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by CALTEC ELECTRIC, INC Page 17 of 20 83 issuance of an evaluation Any mediation utilized shall conform to the timeframes in this section (D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104 4 to mediate after litigation has been commenced (E) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties' dispute (3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety A claim that is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum (5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so (e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section (f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable, and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section (g) This section applies to contracts entered into on or after January 1 , 2017 (h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations (i) This section shall remain in effect only until January 1 , 2020, and as of that date is repealed, unless a later enacted statute, that is enacted before January 1 , 2020, deletes or extends that date (Added by Stats 2016, Ch 810, Sec 1 (AB 626) Effective January 1, 2017 Repealed as of January 1 , 2020, by its own provisions ) CALTEC ELECTRIC, INC Page 18 of 20 84 EXHIBIT C SCOPE OF SERVICES Routine Work Response One (1) to three (3) working days Emergency Work Response One (1) to three (3) hours For each job requested by the City representative, the Contractor shall respond and provide an initial assessment of the service or repair and an estimated cost provided to the City representative Cost estimates (proposals) will be reviewed by the City representative and upon acceptance authorize the Contractor to proceed with work All proposed work over $1 ,000 00 requires a written proposal The type of Work required will include, but is not limited to, repair, replacement and maintenance of electrical components Electrical services consist of the following, but not limited to • Trouble-shoot undetermined electrical failures • Provide construction and installation of new or updated electrical services or lighting projects • Purchase and install lighting ballast • Groundwater well electrical problems • Sewer pump lift station electrical problems • Softball field light electrical problems • Football field light electrical problems • Sport field lighting high-rise pole bulb replacement • Gymnasium lighting electrical problems • Snack-bar electrical problems • City park security lighting electrical problems and repairs • Electrical timer repair or installation • Electrical repair to City tennis courts and basketball courts lighting and timers • Electrical service to City marquee signs • SCE electrical meter replacement • Any electrical problem or service the City requests as an emergency response The Contractor is responsible for all equipment (bucket-truck, hi-lift, etc ), tools, and materials to complete all services or repairs Contractor's personnel are required to report/notify to the City designate upon arrival before starting any work, and before leaving the site CALTEC ELECTRIC, INC Page 19 of 20 85 At the end of each day and at the conclusion of work, the Contractor shall clean up all rubbish and debris, promptly remove any equipment or materials, and leave the site of the Work in a clean and tidy condition All work performed is to be in accordance with all governing regulatory authorities within the State of California, including, but not limited to, Labor Code Section, Building Code, etc All equipment, materials and labor utilized and all workmanship shall comply with all current codes, standards, regulations and statutes pertaining to the Work including, but not exclusively • Municipal & National Electrical Code, latest edition • Building Code, latest edition • Occupational Safety and Health Act (OSHA) Requirements • Underwriter's laboratories (UL) Contractor shall provide all Manufacturer warranties and Safety Data Sheets (SDS) The tax is not included in any prices and shown separately on the invoicing Materials will be itemized and charged separately Contractor is encouraged to consider sustainability and provide energy and environmentally-friendly products Contractor is to properly dispose of any components containing hazardous materials and recycle any unused equipment or waste resulting from their work CALTEC ELECTRIC, INC Page 20 of 20 86 • Exhibit D PROPOSAL SUBMISSION FORM We hereby submit our Proposal for the Electrical Maintenance & Repair Services and undertake to carry out the Work/Services in strict accordance with all referenced Terms & Conditions, Regulations and Labor Codes, Building Codes, applicable to this RFP. We have carefully read and examined the Request for Proposal and have conducted such other investigations as were prudent and reasonable in preparing the Proposal. We agree to be bound by statements and representations made in this Proposal and to any Agreement resulting from this Proposal. P Y Com an Name TEC_ E Street Address s r City&Postal Code rauSA"►o CSA-,Ws 2/.30 Tel No. (r/f967d0 — (4, ( e/Z Fax No. ( DK ?0? 3 — SO/ 0 E-mail , G 4 L Ec? E LE c x. CL 671.14 yZ. Co Contractor License No. / S / 3 / Clo Other Licenses ,,.;� � I1/1) Name and Title (please print) J)14y io i 2-- Signature: Signature: ) /7/1/s 4/ 5-- Date: a/' // 87 Scanned by Gamscanner FINANCIAL CONSIDERATIONS The labor rates are all inclusive without limitation, to include prevailing wage rates, wage benefits, vehicle, fuel, tools, mobilization and demobilization, supervision, insurance, all licenses, permits, overhead and profit and all other requirements necessary for the commencement, performance and completion of the Work. Electrical Journeyman Price per Hour (a) Regular time (state hours): Monday to Friday $ f lia X22 (p rim -- /E) , / (b) Overtime State .urs): Mondayto Friday $ (c) Sat/Sun/Statutory Holidays $ /i1/ C? (oA,� - /© 7 General Foreman Price per Hour (a) Regular time (state hours): Monday to Friday $ y o 'u (b) Overtime (State Hours): Monday tom $ (c) Sat/Sun/Statutory Holidays $ i ab P� 7 - /� Electrical Apprentice Price per Hour (a) Regular time (state h 1s, liGaday -1 a<y.---.$ (b) Overtime (State Hoersl: r!-1a; 3 ridgy _$ (c) Sat/Sun/Statutory Holidays ` $ Mark-Up Rates: Materials / Rental Equipment/ Sub- Contractor- Mark-up rate on: 1 S % Materials 15 % Rental equipment Travel Time Rates: Pleas indicate YES o trp,travel time is charged. If Yes, travel time is calculated: Charge for Vehicle @ $ . N O T i p Df i-4 vEL C'1i c Scanned by CamScanner 88