Project Name/N0.: Contract No.2
Project Manager: Approved:
AGREEMENT FOR SERVICES
BETWEEN THE CITY OF CHINO AND
SEASIDE ICE, LLC DBA ICE-AMERICA
THIS AGREEMENT FOR SERVICES (herein "Agreem€nt") is made and entered into this 19‘“ day of September 2023 (“Effective Date”) by and between the City 0f Chino. a Caiifomia municipal corporation (“City") and Seaside Ice, LLC dba Ice-America. a California limited liability company (“Consultant"). City and Consultant may be referred to individually as "Patty” or collectively as “Parties.“
RECITALS
A. City has sought the performance ofthe services defined and described particularly in Article l ofthis Agreement.
B. Consultant. following submission ofa production price list for the performance of the services defined and described particularly in Article l of this Agreement. was selected by the City t0 perform those services.
C. Pursuant to the City of Chino’s Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for perfomiance of those services defined and described particularly in Article l of this Agreement and desire that the terms ofthat performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW. THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration. the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
ln compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference. which may be referred to herein as the “services” or "work” hereunder. As a material inducement to the City' entering into this Agreement.
Consultant represents and warrants that it has the qualifications. experience. and facilities necessary to properly perform the services required under this Agreement in a thorough. competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully. competently and to the best of its ability. experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose n i 125 mm i $63004 z (Long Form)
intended. For purposes of this Agreement. the phrase “highest professional standards“ shall mean those standards of practice recognized by one or more first—class firms performing similar work under similar circumstances.
1.2 Consultant’s Proposal.
The Scope ofServices shall include the scope ofwork included in Consultant‘s proposal. which shall be incorporated herein by this reference as though fully set forth herein. ln the event of any inconsistency between the terms of such proposal and this Agreement. the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning. and shall render all services hereunder in accordance with. all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal. State or local governmental entity havingjurisdiction in effect at the time service is rendered,
1.4 California Labor Law.
lf the Scope of Services includes any “public work” or "maintenance work,” as those temts are defined in California Labor Code Section 1720 ct seq, and California Code of Regulations. Title 8. Section 16000 er seq,. and if the total compensation is $1.000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 el xeq. and 1810 e! seq.. and all other applicable laws. as they pertain to such work. including the following requirements:
(a) DIR Monitoring and Enforcement. The public work and/or maintenance work performed under this Agreement shall be subject to compliance monitoring and enforcement by the Department of Industrial Relations (“DIR”). Consultant shall post job site notices. as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on flle at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement. Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed tinder this Agreement. (c) Penaltv for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 conceming the payment 0f prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall. as a penalty to the City. forfeit two hundred dollars ($200) for each calendar day. or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 0 l 225 Will/863604 2 IQ
(d) Pavroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury. as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City ofthe location ofthe records (e) Apprentices Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5. 1777.6, and 1777.7 and Califomia Code of Regulations Title 85 Section 200 et seqi conceming the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement. Consultant and each of its subcontractors shall submit to the City a verified statement ofthejoumeyman and apprentice hours performed tinder this Agreement. (t) Eight-Hour Workdav. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions ofLabor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City. forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1. Article 3 of the Labor Code.
Pursuant to Labor Code section 1815. work performed by employees ofConsultant in excess of eight (8) hours per day. and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(l V2) times the basic rate ofpay.
(h) Workers” Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. By executing this Agreement, and in accordance with the provisions ofCalifornia Labor Code Section 1861. Consultant certifies as follows:
“l am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions ofthat code. and l will comply with such provisions before commencing the performance ofthe work of this contract."
(i) Consultant‘s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement. Consultant shall be responsible for such subcontractor’s compliance with Division 2. Part 7. Chapter l (commencing with Section 1720) ofthe Califomia Labor Code and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions 5 01325 0001863604 2 J
necessary t0 enforce such contractual provisions and ensure subcontractors compliance. including without limitation. conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware ofthe failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses. Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses. peimits and approvals as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees: assessments and taxes, plus applicable penalties and interest. which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify. defend and hold harmless City. its officers, employees or agents of City. against any such fees. assessments. taxes. penalties or interest levied. assessed or imposed against City hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed. (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities. difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site. Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing. prior to commencement of services hereunder. Should the Consultant discover anv latent or unknown conditions. which will materially affect the performance ofthe services hereunder. Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant‘s risk until written instructions are received from the Project Manager.
1.7 Software and Computer Services.
If the Scope of Services includes the provision and/or installation of any software, computer system. or other computer technology. Consultant represents and warrants that it has inspected the City‘s current infrastructure. equipment. computer system and software and that the software. computer system. or other computer technology provided and/or installed by Consultant tinder this Agreement is compatible. and shall be fully functional. with such infrastructure. equipment. computer system and software ofthe City. Consultant acknowledges that the City is relying on the representation by Consultant as a material consideration in entering into this Agreement.
1.8 Care of VVork.
The Consultant shall adopt reasonable methods during the life of the Agreement to fumish continuous protection to the work. and the equipment. materials. papers. documents. plans. studies and/or other components thereof to prevent losses or damages. and shall be responsible for all such damages. to persons or property. until acceptance of the work by City. except such losses or damages as may be caused by City‘s own negligence. 0 1335 000 l $63604 l 4
1.9 Further Responsibilities 0f Parties.
Both parties agree to use reasonable care and diligence to perform their respective Obligations under this Agreement. Both parties agree to act in good faith to execute all instruments. prepare all documents and take all actions as may be reasonably necessarv to carn‘ out the purposes ofthis Agreement. Unless hereafter specified. neither party shall be responsible for the service ofthe other.
1.10 AdditionalServices.
City shall have the right. subject to state law and the City’s Municipal Code. at any time during the performance ofthe services, without invalidating this Agreement. to order extra work beyond that specified in the Scope of Services 0r make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Project Manager to the Consultant. incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra workt and/or (ii) the time to perform this Agreement. which said adjustments are subject to the written approval of the Consultant. Any increase in compensation for extra work shall require the approval of City Council unless the City Council has previously authorized the City Manager to approve an increase in compensation and the amount of the increase does not exceed such authorization. lt is expressly understood by Consultant that the provisions ofthis Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.11 Special Requirements.
Additional terms and conditions ofthis Agreement, if any. which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit B and incorporated herein by this reference. In the event ofa conflict between the provisions of Exhibit “B” and any other provisions ofthis Agreement. the provisions ofExhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement. City agrees to pay Consultant the amounts specified in the “Schedule of Compensation“ attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation. including reimbursement for actual expenses, shall not exceed Four Hundred Forty-Six Thousand Eight Hundred One Dollars and Zero Cents ($446801 .00) (the “Contract Sum"). unless additional compensation is approved pursuant to Section 1.10.
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2.2 Method of Compensation.
The method ofcompensation may include: (i) a lump sum payment upon completion: (ii) payment in accordance with specitied tasks or the percentage of completion ofthe services, less contract retention; (iii) payment for time and materials based upon the Consultant‘s rates as specified in the Schedule ofCompensation. provided that (a) time estimates are provided for the performance of sub tasks. (b) contract retention is maintained and (c) the Contract Sum is not exceeded: or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs. telephone expenses. and travel expenses approved by the Project Manager in advance. or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5‘ and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination ofthe performance ofthe work with City is a critical component ofthe services. lf Consultant is required to attend additional meetings to facilitate such coordination. Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City‘s Director of Finance. By submitting an invoice for payment under this Agreement. Consultant is certifying compliance with all provisions of the Agreement. Consultant shall not invoice City for any duplicate services performed by more than one person.
include:
All invoices shall be submitted by email to ap@cih'ofchino.org. Each invoice is to (a) Line items for all personnel describing the work performed. the number of hours worked. and the hourlv rate.
(b) Line items for all materials and equipment properly charged to the Services.
(C) Line items for all other approved reimbursable expenses claimed. with supporting documentation.
(d) Line items for all approved subcontractor labor. supplies. equipment, materials. and travel properly charged to the Services.
If this Agreement requires prevailing wages.,per Section 1.4 of the Agreement. all invoices shall include a copy of Consultant’s Certified Payroll and proof that Certified Payroll has been submitted to the DIR.
Consultant shall also submit a list of the prevailing wage rates for all employees and subcontractors providing services under this Agreement, as applicable. with Consultant‘s first invoice. If these rates change at any U l 225 000 l (X63604 2 6
time during [he term of the Agreement. Consultant shall submit a new list 0f rates t0 the City with its first invoice following the effective date ofthe rate change.
City shall independently review each invoice submitted by the Consultant to detennine whether the work performed and expenses incurred are in compliance with the provisions ot‘this Agreement, Except as t0 any charges for work perfonned or expenses incurred by Consultant which are disputed by City. or as provided in Section 7.3. City will Lise its best efforts t0 cause Consultant to be paid within forty-five (45) days 0f receipt of Consultant‘s correct and undisputed invoice: however. Consultant acknowledges and agrees that due to City warrant run procedures. the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City. the original invoice shall be retumed by Citv to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein 0r any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant t0 this Agreement shall not be deemed to waive any defects in work performed by Consultant,
2.6 Contingencv of Funds.
Consultant acknowledges that funding or portions of funding for this Agreement mav be contingent upon State budget approval: receipt of funds from. and/or obligation of funds by: the State of Califomia to City: or inclusion of sufficient funding for the services hereunder in the budget approved by Chino City Council for each fiscal year covered by this Agreement. If such approval. funding or appropriations are not forthcoming. or are otherwise limited. City may immediately terminate or modify this Agreement without penalty.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is ofthe essence in the performance ofthis Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant. extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Project Manager but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Maieure,
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to 01225 (IOUI 863604 2 7
unforeseeable causes beyond the controi and Without the fault or negligence of the ConSultant. including but not restricted to, acts of God or of the public enemy. unusually severe weather. fires. earthquakes. floods epidemics. quarantine restrictions, riots. strikes. freight embargoes, wars‘ litigation. and/or acts of any governmental agency. including the City. if the Consultant shall within ten (lO) days of the commencement of such delay notify the Project Manager in writing ofthe causes ofthe delay. The Project Manager shall ascertain the facts and the extent of delay. and extend the time for performing the services for the period ofthe enforced delay when and if in the judgment of the Project Manager such delay is justified. The Project Manager‘s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant‘s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 ofthis Agreement. this Agreement shall continue in full force and effect until completion of the services. which shall be no later than January 6. 2024.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principal of Consultant (“Principal”) is hereby designated as beina the principal and representative of Consultant authorized to act in its behalt‘vv'ithcrespect to the :vork specified herein and make all decisions in connection therewith:
Scott Williams Chief Executive Officer
(Name) (Title)
It is expressly understood that the experience. knowledge. capability and reputation ofthe foregoing principal was a substantial inducement for City to enter into this Agreement.
Therefore. the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant. and any authorized agents. shall at all times be tinder the exclusive direction and control of the Principal. For purposes of this Agreement. the foregoing Principal may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors. if any. assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant‘s staff and subcontractors. if any. assigned to perform the services required under this Agreement. prior to and during any such performance.
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4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner. or to incur any obligation. debt 0r liability of anv kind 0n behalfofor against Cityr whether by contract or otherwise. unless such authority is expressly conferred under this Agreement 0r is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers. employees or agents are in any manner officials. officers. employees or agents ofCity. Neither Consultant. nor any of Consultant’s officers. employees or agents. shall obtain any rights to retirement. health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any Claim Consultant may have to any such rights.
4.3 Proiect Manager.
The Project Manager shall be Mayra Pratt, Community Services. Parks & Recreation Manager, or any other person as may be designated by the Project Manager. lt shall be the Consultant‘s responsibility to assure that the Project Manager is kept informed ofthe progress of the performance ofthe services and the Consultant shall refer any decisions which must be made by City to the Project Manager. Unless otherwise specified herein. any approval ofCity required hereunder shall mean the approval of the Project Manager. The Project Manager shall have authority. ifspecified in writing by the City Manager. to sign all documents on behalfofthe City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner. mode or means by which Consultant. its agents or employees. perform the services required herein. except as otherwise set forth herein. City shall have no voice in the selection, discharge. supervision or control of Consultant’s employees. servants. representatives or agents. or in fixing their number. compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees ofCity. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience. knowledge. capability and reputation of Consultant. its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition. neither this Agreement nor any interest herein may be transferred. assigned. conveyed, hypothecated or encumbered voluntarily or by operation of law. whether for the benefit of creditors or otherwise. without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) 0fthe present ownership and/0r control ofConsultant. taking all transfers into account on U l 225 000 l $63704 Z 9
a cumulative basis. In the event of any such unapproved transfer. including any bankruptcy proceeding. this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant ofany liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
3.1 Insurance Coverages.
Without limiting Consultant‘s indemnification of City; and prior to commencement of any services under this Agreement. Consultant shall obtain. provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and, in a fomi. satisfactory to City.
(a) General Iiabilitv insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 OI, in an amount not less than $1 .000.000 per occurrence. $2.000,000 general aggregate. for bodily injury, personal injury, and property damage. The policy must include contractual liabilitv that has not been amended. Any endorsement restricting standard ISO “insured contract" language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed tinder this Agreement. including coverage for any owned. hired. non— owned or rented vehicles. in an amount not less than $1.000.000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. in the minimum amount of$1.000,000 per claim and in the aggregate Any policy inception date. continuity date. or retroactive date must be before the effective date ofthis Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion ofthc services required by this Agreement. (d) Workers‘ compensation insurance. Consultant shall maintain Workers‘ Compensation Insurance (Statutory Limits) and Employer‘s Liability Insurance (with limits ofat least $1.000.000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies ofsuch other insurance. as may be required in the Special Requirements in Exhibit B
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5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers‘ compensation. Insurance certificates and endorsements must be approved by City‘s Risk Manager prior to commencement of performance. Current certification ofinsurance shall be kept 0n file with City at all times during the term ofthis Agreement. City reserves the right to require complete certified copies of all required insurance policies at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property. which may arise from or in connection with the performance ofthe Services hereunder by Consultant, its agents. representatives, employees or subconsultants. (c) Primarv/noncontributing. Coverage provided by Consultant shall be primar} and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City‘s own insurance or self-insurance shall be called upon t0 protect it as a named insured.
(d) Citv’s rights ofenforcement. In the event any policy 0f insurance required under this Agreement does not comply with these specifications or is canceled and not replaced.
City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. ln the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of Califomia. with an assigned policyholders’ Rating ofA— (or higher) and Financial Size Category Class Vl (or larger) in accordance with the latest edition ofBest’s Key Rating Guide. unless otherwise approved by the City‘s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City. its elected or appointed officers. agents. officials. employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right ofrecovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
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(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage. limits or other requirements. or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes ofclarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive. or to the exclusion of other coverage. or a waiver of any type. lf the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(i) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers. officials. employees. and agents. and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement ofany kind that has not been first submitted to City and approved ofin writing. (l) Separation ofinsureds. A severability ofinterests provision must apply for all additional insureds ensuring that Consultant‘s insurance shall apply separately to each insured against whom claim is made or suit is brought. except with respect to the insurer‘s limits of liability. The policy(ies) shall not contain any cross—liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants. subcontractors. and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request. all agreements with consultants, subcontractors. and others engaged in the project will be submitted to City for review. (n) Agency‘s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. lf such change results in substantial additional cost to the Consultant. the City and Consultant may renegotiate Consultant‘s compensation.
(o) Self-insured retentions. Any self—insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated. lowered. or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
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(p) Timelv notice of claims. Consultant shall give City prompt and timely notice ofclaims made or suits instituted that arise out of or result from Consultant‘s performance under this Agreement. and that involve or may involve coverage tinder any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain. at its own cost and expense. any additional kinds of insurance. which in its own judgment may be necessary for its proper protection and prosecution ofthe work.
5.3 Indemnification.
To the full extent permitted by law. Consultant agrees to indemnify. defend and hold harmless the City. its officers, employees and agents (“indemnified Parties") against. and will hold and save them and each of them harmless from, any and all actions. either judicial. administrative. arbitration or regulatory claims. damages to persons or property. losses. costs. penalties. obligations, errors. omissions or liabilities whether actual or threatened (herein “claims or liabilities“) that may be asserted 0r claimed by any person. firm or entity arising out ofor in connection with the negligent performance ofthe work. operations or activities provided herein of Consultant. its officers. employees. agents. subcontractors. or invitees. or any individual or entity for which Consultant is legally liable ("indemnitors"). or arising from Consultant‘s or indemnitors‘ reckless or willful misconduct. or arising from Consultant’s or indemnitors‘ negligent performance of or failure to perform any term. provision. covenant or condition of this Agreement. and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses. including legal costs and attorneys‘ fees incurred in connection therewith:
(b) Consultant will promptly pay any judgment rendered against the City. its officers. agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work. operations or activities of Consultant hereunder; and Consultant agrees to save and hold the Citv. its officers. agents. and employees harmless therefrom:
(c) In the event the City. its officers. agents or employees is made a party to any action or proceeding tiled or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work. operation or activities of Consultant hereunder. Consultant agrees to pay to the City. its officers. agents or employees. any and all costs and expenses incurred by the City. its officers. agents or employees in such action or proceeding. including but not limited to. legal costs and attomeys” fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore. and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from anv negligent or wrongful act. error or omission. or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions ofthis Section do not apply to claims or liabilities occurring as a result of City’s sole neglivence or willful acts or omissions. but. to the fullest extent U [225,000 li’863604 2 l 3
pcrmitled by law. shall apply to claims and liabilities resulting in part from City‘s negligence. except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out oflhe negligence, recklessness or willful misconduct 0fthe design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination ofthis Agreement
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep. and require subcontractors to keep. such ledgers, books of accounts. invoices. vouchers, canceled checks. reports. studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”). as shall be necessary to perform the services required by this Agreement and enable the Project Manager to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Project Manager shall have full and free access to such books and records at all times during normal business hours ofCity. including the right to inspect. copy, audit and make records and transcripts from such records. Such records shall be maintained for a period ofthree (3) years following completion 0fthe services hereunder. and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant‘s business. custody of the books and records may be given to City. and access shall be provided by Consultant‘s successor in interest. Notwithstanding the above. the Consultant shall fully cooperate with the City in providing access to the books and records ifa public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Project Manager such reports concerning the performance of the services required by this Agreement as the Project Manager shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason. Consultant agrees that if Consultant becomes aware of any facts. circumstances, techniques. or events that may or will materially increase or decrease the cost 0fthe work or services contemplated herein or. if Consultant is providing design services. the cost 0fthe project being designed. Consultant shall promptly notify the Project Manager of said fact. circumstance. technique or event and the estimated increased or decreased cost related thereto and. if Consultant is providing design services. the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings. specifications. maps. designs. photographs. studies. surveys. data. notes. computer tiles. repons. records. documents and other materials (the "documents and materials") prepared by Consultant. its employees. subcontractors and agents in the performance of this Agreement shall be the property ofCity and shall be delivered to City upon request 0fthe Project Manager or upon the termination of this Agreement. and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full M225 cool/863504 2 14
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use. reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability t0 Consultant. and Consultant‘s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment. Consultant shall indemnify City for all damages resulting therefrom. Moreover. Consultant with respect to any documents and materials that may qualify as “works made for hire" as defined in 17 U.S.C. § lOl. such documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance ofthis Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product t0 persons or entities other than City without prior written authorization from the Project Manager.
(b) Consultant. its officers, employees. agents or subcontractors. shall not. without prior written authorization from the Project Manager or unless requested by the City Attorney. voluntarily provide documents. declarations. letters of support. testimony at depositions. response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer. employee. agent or subcontractor of Consultant. provides any information or work product in violation ofthis Agreement. then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees. including attorney’s fees. caused by or incurred as a result ofConsultant‘s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees. agents or subcontractors be served with any summons. complaint. subpoena. notice of deposition. request for documents. interrogatories. request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right. but has no obligation, to represent Consultant or be present at any deposition. hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct. or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted. construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions (l l 225 UHU [$863604 1 l 3
concerning any dispute. claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court ofthe County of San Bernardino. State ol‘Calit‘omia. or any other appropriate court in such county. and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event ofsuch action. In the event of litigation in a U.S. District Court. venue shall lie exclusively in the Central District of California, in the County of San Bernardino‘ State ofCalifornia.
7.2 Disputes; Default.
ln the event that Consultant is in default under the terms ofthis Agreement. the Citv shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days. but may be extended. though not reduced. if circumstances warrant. During the period of time that Consultant is in default. the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. ln the alternative. the City may. in its sole discretion. elect to pay some or all of the outstanding invoices during the period of default. lf Consultant does not cure the default. the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant‘s default shall not be deemed to result in a waiver ofthe City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out ofthis Agreement) (i) any amounts the payment ofwhich may be in dispute hereunder or which are necessary to compensate City for any losses. costs. liabilities. or damages suffered by City. and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perfonn Consultants obligation under this Agreement. ln the event that any claim is made by a third party. the amount or validity ofwhich is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien. City may withhold from any payment due. without liabilitv for interest because of such withholding. an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure. indemnify. and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition. or covenant of this Agreement shall not constitute a waiver of any other term, condition. or covenant. Waiver by any party ofany breach of the provisions ofthis Agreement shall not constitute a waiver ofany other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions ofthis Agreement. No delay or omission in the exercise ofany right or remedy by a non—defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party ofany default must be in writing and shall not be a waiver of any other default concerning the same or any other provision ofthis Agreement. 0 1 225 0001 labiaém 2 1 6
7.5 Rights and Remedies are Cumulative.
Except with respect t0 rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies Ofthe parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it. at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
ln addition to any other rights or remedies. either party may take legal action. in law or in equity. to cure. correct or remedy any default. to recover damages for any default. to compel speciflc performance 0f this Agreement. to obtain declaratory or injunctive relief. or to obtain any other remedy consistent with the purposes ofthis Agreement. Notwithstanding any contrary provision herein. Consultant shall flle a statutory claim pursuant to Government Code Sections 905 ct req. and 91 0 er seq, in order to pursue a legal action tinder this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event ofa breach of this Agreement. the Consultant and its sureties shall be liable for and shall pay to the City the sum of One Thousand Five Hundred Dollars and Zero Cents ($1,500.00) as liquidated damages for each working day of delay in the performance ofany service required hereunder. The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination ofthis Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time. with or without cause, upon thirty (30) days‘ written notice to Consultant. except that where termination is due to the fault of the Consultant. the period of notice may be such shorter time as may be determined by the Project Manager. ln addition. the Consultant reserves the right to terminate this Contract at any time. with or without cause. upon sixty (60) days" written notice to City, except that where termination is due to the fault of the City. the period of notice may be such shorter time as the Consultant may determine. Upon receipt ofany notice of termination. Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Project Manager. Except where the Consultant has initiated termination. the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authon'zed by the Project Manager thereafter in accordance with the Schedule of Compensation or such as may be approved by the Project Manager, except as provided in Section 7.3. In the event the Consultant has initiated termination. the Consultant shall be entitled to compensation only for the reasonable value ofthe work product actually produced hereunder. ln the event ofterrnination without cause pursuant to this Section. the terminating party need not provide the non-tenninating party with the opportunity to cure pursuant to Section 7.2.
u l 125 000 1.363604 2 l 7
7.9 Termination for Default 0f Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement. City may. after compliance with the provisions of Section 7.2. take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose ofset-off or partial payment of the amounts owed the City as previously stated.
7.10 Attornevs’ Fees.
If either party to this Agreement is required to initiate or defend or made a partv to any action or proceeding in any way connected with this Agreement. the prevailing patty‘in such action or proceeding in addition to any other relief which may be granted, whether legal or equitable. shall be entitled to reasonable attorney‘s feest Attorney’s fees shall include attorney‘s fees on any appeal. and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action. taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted tojudgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liabilitv ofCitv Officers and Emnlovees.
No officer or employee of the City shall be personally liable to the Consultant. or any successor in interest. in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor. or for breach of anv obligation of the terms ofthis Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it. nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly. which would conflict in any manner with the interests of City or which would in any way hinder Consultant‘s performance of services tinder this Agreement. Consultant further covenants that in the performance of this Agreement, n0 person having any such interest shall be employed by it as an officer. employee. agent or subcontractor without the express written consent of the Project Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance ofthis Agreement.
No officer or employee ofthe City shall have any financial interest. direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the tinancial interest of any corporation. partnership or association in which (s)he is. directly or indirectly. interested. in violation ofany State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. u I 22s non 1.863604 2 1 8
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs. executors assigns, and all persons claiming under or through them. that there shall be no discrimination against or segregation of. any person or group of persons on account of race. color, creed. religion. sex. gender. sexual orientation, marital status. national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action t0 insure that applicants are employed and that employees are treated during employment without regard to their race. color. creed, religion. sex. gender. sexual orientation. marital status, national origin. ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all ofthe provisions ofthe Federal Immigration and Nationality Act. 8U.S.C. §llOl et seq., as amended. and in connection therewith. shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/0r services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens. Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed. together with any and all costs, including attorneys" fees. incurred bv City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice. demand, request. document. consent. approval. or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid. first—class mail. in the case of the City. to the City Manager and to the attention of the Project Manager (with her/his name and City title), City of Chino, 13220 Central Avenue. Chino, California 91710 and in the case ofthe Consultant. to the person(s) at the address designated on the execution page ofthis Agreement. Either party may change its address by notifying the other party ofthe change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time ofmailing ifmailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason ofthe authorship ofthis Agreement or any other rule ofconstruction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each ofwhich shall be deemed to be an original. and such counterparts shall constitute one and the same instrument, u 1 225 out) 1 $63604 2 l 9
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression ofthe understanding ofthe parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations. arrangements. agreements and understandings. if any. between the parties. and none shall be used to interpret this Agreement. NO amendment t0 or modification ofthis Agreement shall be valid unless made in writing and approved by the Consultant and bv the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severabilitv.
ln the event that any one or more of the phrases, sentences. clauses. paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competentjurisdiction. such invalidity or unenforceability shall not affect any of the remaining phrases. sentences. clauses, paragraphs. or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party ofthe basic benefit oftheir bargain or renders this Agreement meaningless.
9.6 Warrantv & Representation of Non-Collusion.
No official. officer, or employee of City has any financial interest. direct or indirect. in this Agreement. nor shall any official. officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation. partnership, or association in which (s)he is directly or indirectlv interested. or in violation ofany corporation. partnership. or association in which (s)he is directly or indirectly interested, or in Violation of any State or municipal statute or regulation. The determination of “financial interest" shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given. and will not pay or give. to any third party including, but not limited to. any City official, officer, or employee. any money. consideration, or other thing ofvalue as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s). omission(s). or other conduct or collusion that would result in the payment of any money. consideration. or other thing of value to any third party including. but not limited tot any City official. officer. or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omissionts) or other conduct resulting in such payment of money, considerationdor other thing of value will render this Agreement void and of no force or effect.
Consultants Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalfofthe parties hereto warrant that (i) such party is duly organized and existing. (ii) they are duly authorized to execute and deliver this U l 225 U00 lt‘363604 Z 20
Agreement on behalf of said party, (iii) by so executing this Agreement. such party is formally bound to the provisions 0f this Agreement. and (iv) that entering into this Agreement does not Violate any provision ofany other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors. administrators. successors and assigns 0fthe parties. [SIGNATURES ON FOLLOWING PAGE]
o I 125 out) i Jx<u3m4 2 2 l
IN VVITNESS WHEREOF. the parties hereto have executed this Agreement 0n the date and year first—above written,
ATTEST:
CITY:
CITY OF CHINO. a municipal corporation
Linda Reich. City Manager
Natalie Gonzagar Citv Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER. LLP
APPROVED AS TO CONTENT:
Fred Galante. CitV Attornev
l) l 225 000] 863604 2
Silvia Avalos, Director of Community Services.
Parks & Recreation
CONSULTANT:
Seaside lce‘ LLC dba Ice-America
BV:
Name: Scott Williams
Title: CEO
Address: 807 Sprucelake Drive
Harbor Citv. CA 90710
EXHIBIT “A”
SCOPE OF SERVICES
Consultant will perform the Services described in Consultant’s Proposal, attached hereto as Exhibit A-l.
ll. All work product is subject to review and acceptance by the City and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
01215 uoorxa3m4 2 A-l
ICE—AKEE'§T€1§ I i k EXHIBIT “A-l ”
$07 Spruoelake Drive Production Price List
Harbol Clty, CA 90710 Seasonal Rmk
m775-9423 2023.6 5wks
PRKE UST/ PRODUCIION BUDGET
Projact No: Seasonal Rink Production Price List 2023.6_5wk Prepared By: SWW Product: Ice Rmk Production Title: Gy of Gwino Ice Rink Date: 1/4 Purpose: recreational ice rink installatmn Production Dates: TED Revised: 9/14
Location: Qty Hall, G1Ino, CA Actual:
Open Dates: 5 wks Dec 2, 2023 - Jan 6, 2024
~ r I ¥
- Production of portable ice rlnk & ancillary equipment Optlonal Producnon elements: Ice Resurfacer, Guller rental Optional Lighting and sound equipment for ice rink
Shipping & transportatlon, installation, removal
W
NOTES: Also included options: operations, maintenance
Budget is based on ice surface size: 66' x 36'
EXBENSES;
Unit Price No. Term Total Price
Not included in this budget: ovemight secun‘ty (if required) Gty will provide speciai event pen'nit(s) as necessary and supply the water source -Portabie Ice Rink
Portable Ice Rink $ 0.80 $
2376 s
42,056
£5,263 provision of: 66' x 35' icesuri’ace = approx. 2,376 sq.ft includes ICE—WORLD ice rink elements, headers, header covers apt/ona/ v nor/hooded Coldfinger Aluminum Add-on 3 0.39 2376 s - NOT INCLUDED: optional ice floor accessory for increased it :ing capacity Pump $ 1,954 1 1 $ 1,954 sytem pump for glycol, etc,
Glycol, Uner, Insulation $ 2,37 2376 1 $ 5,619 glycol, plastic sheet, insulation Snow Melt Trough Heating $ 303 1 8 $ 2,420 Heatrex heating element & melt trough for snow melting Resurfacer-Design Form $ 2,100 1 8 S 16,800 small electric ice resurfacer -cniiier Rental $ 38,900
Giiller rentai package $ 115.00 130 2.00 $ 29,900 monthly rental of chiiler, pump, tank Delivery, install, pickup s 4,500 1 2 $ 9,000 estimated 20K forklift, install, removal -Dasher Boards $ 6,776
PE Tra nsparent $ 3.85 220 8 $ 6,776 recreational clear skating boards x number of feet Eother Ice Rink Equipment $ 16,929
Skates $ 4.35 200 8 5 6,952 Roxa skates w/buckles
Helmets $ 2.75 20 8 $ 440 heimets (s, m, I)
Skate Rack $ 78 S 8 $ 3,124 portable skate racks - collapsing with wheels Skate Rack Shelves $ 39 1 8 $ 308 shelves for in between portable raclG optional - not included Ska Sharpener 3 171 s - NOT liJCLUDED: EZ-E are Skate aid "Bobhy" & "Tomm $ 30.53 25 8 $ 6,105 provision of skating aid ”seal“ or "reindeer" opobna/ - not/hc/uded 1cebyk Drift Tryke $ 67.50 10 5 - NOT INCLUDED: provoion of Icebyk Drift Trykes nstallation, Training, Transportation s 56,245
Rink installation $ 3,675 3 2 $ 22,050 Rink installation supen/isors & labor (in/out) l warehouse Production fee $ 19,995 1 1 s 19,995 travel, legal &admin, production for install/removal/maintenance Hotel for crew $ 200 2 15 $ 6,000 local room nights for supervisor crew, does not include ops managers Shipping & Trucking $ 2,050 2 2 S 8,200 Estimated trucking/shipping ice rink equipment Esite Build-Out 89,939
Skate lace area rubber mats 3 3195 1500 1 $ 5,925 estimate soft for skate lace area rubber mats or turf Tid<et omce $ 2,500 1 2 $ 5,000 mobile office for ticket sales space Skate rental storage s 1,750 1 2 $ 3,500 skate rental secure tent & lighting 20'x20 Bendies $ 23 20 8 s 3,680 bendies for skaters
Leveling Options :taging dew ‘ iuued: quii. , s -
Smffolding deck 6 1.15 3900 8 $ 35,880 estimate for weekly rental of scaffolding deck Installation $ 4.57 3900 1 s 17,804 estimate supervisors St labor to install deck Entrance ramp $ 3.50 3900 1 s 13,650 ramps & rink platform carpentry, slate lace area finish work Shipping & Trucking $ 2,250 1 Z $ 4,500 Estimated trucking/shipping staging deck equipment Skate lace area barriers $ - $ - to be determined - biO/de barrier or similar around skate lace area ptional Lighting/Sound s 27,356
Sound package $ 435 8 $ 3,476 outdoor speakers, playback system, amp, setup, mic Event/Rink Lighting paclege $ 2,985 8 $ 23,880 LED color progiammable lights, control, LED rope lights ther Options $ .
opt/one! - not included Generator package 40 350 $ - NOT INQUDED: rental of generator package and distro opt/ona/ « natinc/uded Estimated Fuel 6 850 $ - NOT IN(1UDED: estimated weekly gallons of diesel fLiel TOTAL ESTIMATE INCLUDING POWER $446,801
‘Chiller costs are subJect to avallablllty and subcontmctor quotes at time of booking. Current supply Is limlted more than In the past 20 years due to supply chain issues.
OPTIONAL ICE RINK ADD-0N EXPENSES
Leveling Options - Extended Deck $ 25,155
Platform $ 1,15 1500 8 $ 13,800 rental for specialized ice rink low scaffolding platform Installation $ 4.57 1500 1 $ 6,855 supervisors & labor for platform Skate lace area finish work S 13.75 $ - ramps 8t rink platform carpentry, skate lace area finish work Shipping & Trucking Platfon'r s 2,250 1 2 $ 4,500 estimated trucking/shipping for platform - HouDAv Ice RINK PRODUCTION W/OPERA'rmNs, EXTENDEp DECK indudes items listed in an totals above only Legal: Estimate is sublect to change. Lessee is responsible for any applicable state 0 local taxes that may be due.
Ice-Amerlca staff will continue operating the ice-skating rink in light drlzzle or sprinkle as long as it is reasonably safe and signl0cant standing water in inclement weather (rain/thunderstorms/hall/snow/Winds over 30mph) the ice-skating nnk Will be temporarily closed to participants due to liability/safety. Those registered for any cancelled sessions will receive a credit for a future session. has not built up on the ice due to the precipitation.
EOperations $ 108,000
Setup Fee 15,000 $ 15,000 staff hiring, tmining, uniforms, prep Estlmated avg payroll $ - estimated avemge weekly payroll (based on opemtiuns 70/hrs/wk) General Manager fee $ 3,675 1 6 $ 22,050 weekly GM including pre-pmduction Weekly ops smmng $ 7,500 1 5 $ 37,500 average weekiy generai staffing reconciied to actuai hours at $3lJ/hr Maintenance fee $ 2,950 1 5 $ 14,750 weeldy ice tech mgr and maintenance Manager housing $ 150 7 5 $ 6,300 estimated housing for GM Opemtions Iiabiiitv insurance $ 0.95 10000 1 $ 9,500 speciai event insumnce 81 waiver paciage tn operate ice rink at $ .95/sieter Security $ 39.00 100 $ - ovemight security estimate - $23,400 Other $ 2,900 1 $ 2,900 intemet, container renCaI, etc. .IcE RINK Pkooucrmu ssnMATE
EQWER;
386 201 indudes items listed in all totals above only
.Optional Power
Electricity Generator $ 50.00 300
$ 60,600
2 $ 30,000 munthly rental of 300kva generator Estimated Fuel $ 6100 850 6 5 30,500 estimated weekly gallons of diesel fuel IEBMS;
Please check all requested services and include signature below. 25% deposit due to reserve. 25% required one month prior to delivery. 25% upon delivery. 25% due at end of season 1/06/24.
Name: Orgnanization:
Signature: Date:
DIRECT ALL INQUIRIES TO: MAKE ALL CHECKS PAYABLE TO:
Scott \Mlliams Seaside Ice, LLC - dba Ice-America
tel: 3 1 0-323-776-9423 Attn: Scott Williams
e-mail: swilliams@ice~amen'oa.com 807 Sprucelake Dn've
Harbor City, CA 907m
We also accept Visa, Mastercard for an additional fee
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
INTENTIONALLY LEFT BLANK
0 I 225, (’00 l 363604 2
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall be compensated for the services provided under this Agreement in accordance with the budget and rates provided in Exhibit “C-l”.
II. The City will compensate Consultant for the Services performed upon submission of a valid invoice, as described in Section 2.4.
lll. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
01215 morxmmm 2 C - 1
EXHIBIT “C-l”
Consultant shall receive compensation 0f $446.801.00 upon completion of work specified in Exhibit “A—l
n 1 125 (mo i #363604 1 C-Z
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
Consultant shall perform all services by January 6. 2024. l) [225 ()UO 1/863 604 2 D—l