B, CwvfBeLL
Date: ugust 6,2025
Carla hofl President
Graffiti Protective Services
ce Avenue
9020r
Su
As
Contract Award and Next Steps - Graffiti Abatement Services 4624
Bell,
Dear Lenhoff,
to
followi steps:
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you wi
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by the Bell City Council during its regular meeting on July 23, 2025, Graffiti Services (GPC) has been awarded the contract for Graffiti Abatement Services. In order with fully executing the agreement, we will need your assistance in completing the the Agreement:
lease review and sign both enclosed Contract Services Agreements. All signatures must notarized.If you have any questions or need clarification on any of the terms, feel free reach out.
Required Insurance Certifi cates :
specified in the agreement, please submit current certificates of insurance, including rsements naming the City of Bell as an additional insureid. ubmit a W-9 Form (only if you have acquired recent changes):
or our records and to ensure timely processing of payments, please provide a completed signed IRS Form W-9. You may send the W-9 directly to me via email. siness License:
fnot already on file, please provide a copy ofyour current business license. have received all ofthe above, we will frnalize the execution ofthe agreement and provide a fully signed copy for your records.
:me know if you have any questions or need any assistance with these items. You may at (323) 923-2627 or via-email at [email protected]. We look forward to working and appreciate your prompt attention to this matter.
Analyst, Public Works Department
6330 Pine Avenue, Bell, California 90201
Phone (323) 588-6211 - Fax (323) 771-9473 - www.cityofbell.org Ji:nitbr
01 135
CONTRACT SE RVICES AGREEMENT
By ond Between
CIIY OF BELT
GRAFFITI PROTECTIVE COATINGS, INC.
)006 201 3032.2
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AGREEMENI FOR CONTRACT SERVICES
BETWEEN IHE CITY OF BEtt AND
GRAFFIII PROTECIIVE COATINGS, INC.
GREEMENI/FOR CONTRACT SERVICES (herein "Agreement") is mode ond entered .:^ Ml F ..t^., ^r r, ,r., "r^.rE L-., ^^-J L-^+.^,^^^ +r^^ ,^i+r, ^r D^tt ^ tatifarnia ^t-,arl^,al P doy of July,2025 by ond between the City of Bell, o Colifornio chorier _+
("Cityr') ond Groffiti Protective Cooiings, lnc., o Colifornio corporotion o
d
("c troctor"). City ond Controctor moy be referred to, individuolly or collectively, os II
or "Porties."
RECITATS
A. City hos sought, by issuonce of o Request for Proposols or lnvitotion for Bids, the ormonce of the services defined ond described porticulorly in Article I of this nt.
Controctor, following submission of o proposol or bid for the performonce services defined ond descrlbed porticulorly ln Article I of this Agreement, wos ted by the City to perform those services.
Pursuont to the City of Bell MunicipolCode, City hos outhority to enter into this Agreement.
D. The Porties desire to formolize the selection of Controctor for performonce t services defined ond described porticulorly in Article I of this Agreement ond thot the terms of thot performonce be os porticulorly defined ond described
OPERATIVE PROVISIONS
NOW, THEREFORE, in considerotion of the mutuol promises ond covenonts mode Porties ond contoined herein ond other considerotion, the volue ond odequocy ore hereby ocknowledged, the porties ogree os follows:
LE 1. SERVICES OF CONTRACTOR
l.l Scope of Services.
ln complionce with oll terms ond conditions of this Agreement, the Controctor sholl e those services specified in the "Scope of Services" ottoched hereto os Exhibit "A" incorporoted herein by this reference, which moy be refened to herein os the ices" or "work" hereunder. As o moteriol inducement io the City entering into this Controctor represents ond wononts thot it hos the quolificotions, nce, ond focilities necessory to properly perform the services required under this Agr
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t in o thorough, competent, ond professionol monner, ond is experienced in lng the work ond services contemploted herein. Coniroctor sholl of oll times , competently ond to the best of its obility, experience ond tolent, perform oll es described herein. Controctor covenonts thot it sholl follow the highest onol stondords in performing the work ond services required hereunder ond thot b,r
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2013032.2 cA-2
teriols will be both of good quolity os well os fit for the purpose intended. For of this Agreement, the phrose "highest professionol stondords" sholl meon those s of proctice recognized by one or more first-closs firms performing similor work similor circumstonces.
Controctor's Proposol.
The Scope of Services sholl include the Controctor's scope of work or bid which incorporoted herein by this reference os though fully set forth herein. ln the event inconsistency between the terms of such proposol ond this Agreement, the terms Agreement sholl govern.
1.3 Complionce wilh Low.
Controctor sholl keep itself informed concernlng, ond sholl render oll services in occordonce wiih, ollordinonces, resolutions, stotutes, rules, ond regulotions Ciiy ond ony Federol, Stote or locol governmentol entity hoving jurisdiction in t of the time service is rendered.
1.4 licenses. Permils. Fees ond Assessmenls.
Controctor sholl obtoin of its sole cost ond expense such licenses, permits ond ls os moy be required by low for the performonce of the services required by this . Controctor sholl hove the sole obligotion to poy for ony fees, ossessments plus opplicoble penolties ond interest, which moy be imposed by low ond
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from or ore necessory for the Controctor's performonce of the services required by t, ond sholl indemnify, defend ond hold hormless City, iis officers, or ogents of City, ogoinst ony such fees, ossessments, toxes, penolties or levied, ossessed or imposed ogoinst City hereunder.
1.5 Fomilioritu wiih Work.
By executing this Agreement, Controctor wononts thot Controctor (i) hos rly investigoted ond considered the scope of services to be performed, (ii) hos considered how the services should be performed, ond (iii) fully understonds the fcc ies, difficulties ond restrictions ottending performonce of the servlces under this . lf the services involve work upon ony site, Controctor wononts thot or hos or will investigote ihe site ond is or will be fully ocquointed with the itions there existing, prior to commencement of services hereunder. Should the tor discover ony lotent or unknown conditions, which will moteriolly offect the of the services hereunder, Controctor sholl immediotely inform the City of foct ond sholl not proceed excepi of Controctor's risk untilwritten instructions ore from the Controct Officer.
1.6 Core of Work.
The Controctor sholl odopt reosonoble methods during the life of the Agreement tc ish continuous protectlon to the work, ond the equipment, moteriols, ts, plons, studies ond/or other components thereof to prevent popers,
losses ordoc
2013032.2 CA-3
ond sholl be responsible for oll such domoges, to persons or property, until tonce of the work by City, except such losses or domoges os moy be coused by cir own negligence.
Further Responsibilities of Porlies.
Both porties ogree to use reosonoble core ond diligence to perform their tive obligotions under this Agreement. Boih porties ogree to oct in good foith to ute oll insiruments, prepore oll documents ond toke oll octions os moy be necessory to cony out the purposes of this Agreement. Unless hereofter fied, neither porty sholl be responsible for the service of the other.
1.8 AdditionolServices.
City sholl hove the right of ony time during the performonce of the services, wiih involidoting this Agreemeni, to order extro work beyond thot specified in the of Services or moke chonges by oltering, odding to or deducting from soid work. h extro work moy be undertoken unless o written order is first given by the Controct er to the Controctor, incorporoting therein ony odjustment in (i) the Controct Sum octuol costs of the extro work, ond/or (ii) the time to perform this Agreement, soid odjustments ore subject to the written opprovol of the Coniroctor. Any se in compensotion of up to ten percent (10%) of the Controct Sum or $25,000, is less; or, in the time to perform of up to one hundred eighty (180) doys, moy be by the Controct Officer. Any greoter increoses, token either seporotely or lotively, must be opproved by the City Council. It is expressly understood by thot the provisions of this Section sholl not opply to services specificolly set in the Scope of Services. Controcior hereby ocknowledges thot it occepis the risk services to be provided pursuont to the Scope of Services moy be more costly consuming thon Controctor onticipotes ond thot Coniroctor sholl not be entitled ditionol compensotion therefor. City moy in its sole ond obsolute discretion hove work done by other Controctors. No cloims for on increose in the Controct Sum or for performonce sholl be volid unless the procedures estoblished in this Section ore
1.9 SpeciolRequirements.
Additionolterms ond conditions of this Agreement, if ony, which ore mode o port 'ore set forth in the "Speciol Requirements" ottoched hereto os Exhibit "B" ond oroted herein by this reference. ln the event of o conflict between the provisionstna olI "B" ond ony other provisions of this Agreement, the provisions of Exhibit "B" sholl LE2. COMPENSATION AND MEIHOD OF PAYMENT.
2.1 Conlroct Sum.
Subject to ony limitotions set forth in this Agreement, City ogrees to poy Controcior
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the
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ts specified in the "Schedule of Compensotion" ottoched hereto os Exhibit nd incorporoted herein by this reference. The totol onnuol compensotion, including 2013032.2 cA-4
ent for octuol expenses, sholl not exceed Two Hundred Forty Four Thousond Hundred Sixly Dollors (5244,460.00) (the "Controct Sum"), unless odditionol tion is opproved pursuont to Section 1.8.
2.2 Method of Compensotion.
The method of compensotion moy include: (i) o lump sum poyment upon tion; (ii) poyment in occordonce with specified tosks or the percentoge of of the services, less controct retention; (iii) poyment for time ond moteriols b: upon the Controctor's rotes os specified in the Schedule of Compensotion, p thot (o) time estimotes ore provided for the performonce of sub tosks, (b) c,)n ct retention is mointoined, ond (c) the Controct Sum is not exceeded; or (iv) such o methods os moy be specified in the Schedule of Compensotion.
2.3 Reimbursoble Expenses.
Compensotion moy include reimbursement for octuol ond necessory nditures for reproduction costs, telephone expenses, ond trovel expenses opproved e Controct Officer in odvonce, or octuol subconiroctor expenses of on opprovedb'1 73,
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SLI troctor pursuont to Section 4.5, ond only if specified in the Schedule of tion. The Controct Sum sholl include the ottendonce of Controctor of oll t meetings reosonobly deemed necessory by the City. Coordinotion of the nce of the work with City is o criticol component of the services. lf Controctor is ed to ottend odditionol meetings to focilitote such coordinotion, Controctor sholl n,>t entitled to ony odditionol compensotion for ottending soid meetings.
2.4 lnvoices.
Eoch month Controctor sholl furnish to City on originol invoice for oll work ond expenses incurred during the preceding month in o form opproved by Gtv Director of Finonce. By submitting on invoice for poyment under this Agreement, tor is certifying complionce with oll provisions of the Agreement. The invoice sholl c,ln in oll informotion specified in Exhibit "C", ond sholl deioil chorges for oll necessory o octuol expenses by the following cotegories: lobor (by sub-cotegory), trovel, rro ls, equipment, supplies, ond sub-controctor controcts. Sub-controctor chorges sl-r olso be detoiled by such cotegories. Controctor sholl not invoice City for ony d services performed by more thon one person.
City sholl independently revlew eoch invoice submitted by the Controctor to d ine whether the work performed ond expenses incuned ore in complionce with tl-e s of this Agreement. Except os to ony chorges for work performed or nses incuned by Controctor which ore disputed by City, or os provided in Section ity will use its best efforts to couse Controctor to be poid within forty-five (45) doys ipt of Controctor's conect ond undisputed involce; however, Controcior o
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edges ond ogrees thot due to City worront run procedures, the City connot ee thoi poyment will occur within this time period. ln the event ony chorges or nses ore disputed by City, the originol invoice sholl be returned by City to Controctor tion ond resubmission. Review ond poyment by City for ony invoice provided 2013032.2 CA-5
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Controctor sholl not constitute o woiver of ony rights or remedies provided herein opplicoble low.
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2.5 Woiver.
Poyment to Controctor for work performed pursuont to this Agreement sholl not to woive ony defects in work performed by Controctor.
3. PERFORMANCE SCHEDUTE
3.1 Time of Essence.
Time is of the essence in the performonce of this Agreement.
3.2 Schedule of Performonce.
Controctorsholl commence the services pursuont to this Agreement upon receipt notice to proceed ond sholl perform oll services within the time period(s) ed in the "schedule of Performonce" ottoched hereto os Exhibit "D" ond ted herein by this reference. When requested by the Controctor, extensions to period(s) specified in the Schedule of Performonce moy be opproved in writing e Controct Officer but not exceeding one hundred eighty (.l80) doys cumulotively.
3.3 Force Moieure.
The time period(s) specified in the Schedule of Performonce for performonce of es rendered pursuont to this Agreement sholl be extended becouse of ony due to unforeseeoble couses beyond the control ond without ihe foult or ence of the Controctor, including, but not restricted to, octs of God or of the public , unusuolly severe weother, fires, eorthquokes, floods, epidemics, quorontine tions, riots, strikes, freight emborgoes, wors, litigotion, ond/or octs of ony mentol ogency, including the City, if the Controctor shollwithin ten (10) doys of ommencement of such deloy notify the Controct Officer in writing of the couses of . The Controct Officer sholl oscertoin the focts ond the extent of deloy, ond the time for performing the services for the period of the enforced deloy when in the judgment of the Controct Officersuch deloy is justified. The Controct Officer's inotion sholl be finol ond conclusive upon the porties to this Agreement. ln no sholl Controctor be entitled to recover domoges ogoinst the City for ony deloy in e of this Agreement, however coused, Controctor's sole remedy being e of the Agreement pursuont to this Section.
3.4 Term.
Unless eorlier terminoted in occordonce with Ariicle 7 of this Agreement, this Arlr nt sholl continue in full force ond effect until completion of the services but not three (3) yeors from the dote hereof, except os otherwise provided in the le of Performonce (Exhibit "D"). The City moy, in its sole discretion, extend the Term (2) odditionol one-yeor terms.
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2013032.2 CA-6
tE 4. COORDINATION OF WORK
4.1 Representolivesond PersonnelofControclor.
The following principols of Controctor ("Principols") ore hereby designoted os the principols ond representotives of Controctor outhorized to oct in its beholf with to the work specified herein ond moke oll decisions in connection therewith:
Carla Lenhoff
(Nome)
Pedro Chavez
(Nome)
Jesus Rodriquez
(Nome)
(Title)
Project Manager
President
(Title)
Area Manager
(Title)
n opprovol of City. Additionolly, Controctor sholl utilize only competent personnel 'orm seryices pursuont to this Agreement. Controctor sholl moke every reosonoble to mointoin the stobiliiy ond continuity of Controctor's stoff ond subcontroctors, if ony ossigned to perform the services required under this Agreement. Controctor sholl City of ony chonges in Controctor's stoff ond subcontroctors, if ony, ossigned to the services required under this Agreement, prior to ond during ony such
4.2 Stotus of Controctor.
Controctor sholl hove no outhority to bind City in ony monner, or to incur ony ion, debt or liobility of ony kind on beholf of or ogoinst City, whether by controct ol
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'ise, unless such outhority is expressly conferred under this Agreement or is expressly confened in writing by City. Controctor sholl not of ony time or in ony Prin
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It is expressly understood thoi the experience, knowledge, copobility ond of the foregoing principols were o substontiol inducement for City to enter inio . Therefore, the foregoing principols sholl be responsible during the term Agreement for directing oll octiviiies of Controctor ond devoting sufficient time to lly supervise the services hereunder. All personnel of Controctor, ond ony ized ogents, sholl of oll iimes be under the exclusive direction ond control of the ls. For purposes of this Agreement, the foregoing Principols moy not be reploced their responsibilities be substontiolly reduced by Controctor without the express represent thot Controcior or ony of Controctor's officers, employees, or ogents ony monner officiols, officers, employees or ogents of City. Neither Controctor, nor Controctor's officers, employees or ogents, sholl obtoin ony rights to retirement,ony 2013032.2 CA-7
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core or ony oiher benefiis which moy otherwise occrue to City's employees. tor expressly woives ony cloim Controctor moy hove to ony such rights.
4.3 Controct Otficer.
The Controct Officer sholl be Kenneth Jones. Public Works Director, or such person be designoted by the City Monoger. lt sholl be the Controctor's responsibility to o thot the Controct Officer is kept informed of the progress of the performonce of ices ond the Controctor sholl refer ony decisions which must be mode by City to ontroct Officer. Unless otherwise specified herein, ony opprovol of City required nder sholl meon the opprovol of the Controct Officer. The Controct Officer sholl outhority, if specified in writing by the City Monoger, to sign oll documents on beholf City required hereunder to corry out the terms of this Agreement.
4.4 lndependenl Conlroclor.
Neliher the City nor ony of its employees sholl hove ony control over the monner, or meons by which Controctor, its ogents or employees, perform the services herein, except os otherwise set forth herein. City sholl hove no voice in the tion, dischorge, supervision or control of Controcior's employees, servonts, totives or ogents, or in fixing their number, compensotion or hours of service. ctor sholl perform oll services required herein os on independent controctor of ctv nd sholl remoin of oll times os to City o wholly independent controctor wlth only SLC obligotions os ore consistent with thot role. Controctor sholl not of ony time or in ony mo represent thot it or ony of its ogents or employees ore ogents or employees of ctv City sholl not in ony woy or for ony purpose become or be deemed to be o portner ol troctor in its business or otherwise or o joint venturer or o member of ony joint ent
4.5 Prohibition Aooinsl Subconlroctinq or Assiqnment.
The experience, knowledge, copobility ond reputotion of Controcior, its principols ployees were o substontiol inducement for the City to enter into this Agreement. , Controctor sholl not controct with ony other entity to perform in whole or in he services required hereunder without the express written opprovol of the Ciiy. ln , neither this Agreement nor ony interest herein moy be tronsfened, ossigned, , hypothecoted or encumbered voluniorily or by operotion of low, whether for t of creditors or otherwise, withoui the prior written opprovol of City. Tronsfers hereunder sholl include the tronsfer to ony person or group of persons octing in of more thon twenty five percent (25%) of the present ownership ond/or control ol troctor, toking olltronsfers into occount on o cumulotive bosis. ln the event of ony the
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unopproved tronsfer, including ony bonkruptcy proceeding, this Agreement sholl id. No opproved tronsfersholl releose the Controctor or ony surety of Controctor of bility hereunderwithout the express consent of City.ony 2013032.2 CA-8
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INSURANCE AND INDEMNIFICAIION
5.1 lnsuronce Coverooes.
Without limiting Controctor's indemnificotion of City, ond priorto commencement services under this Agreement, Controctor sholl obtoin, provide ond mointoin ot expense during the term of this Agreement, policies of insuronce of the type ond is described below ond in o form sotisfoctory to City.
(o) Generol liobility insuronce. Controctor sholl mointoin commerciol liobility insuronce with coveroge of leost os brood os lnsuronce Services Office CG 00 01, in on omount not less thon $5,000,000 per occulrence, $10,000,000 gen oggregote, for bodily injury, personol injury, ond property domoge. The policy include controctuol liobility thot hos not been omended. Any endorsement ing stondord ISO "insured controct" longuoge will not be occepted. (b) Automobile liobility insuronce. Controctor sholl mointoin outomobile nce of leost os brood os lnsuronce Services Office form CA 00 0l covering bodily ond property domoge for oll octivities of the Controctor orising out of or in C tion wiih Services to be performed under this Agreement, including coveroge for ony , hired, non-owned or rented vehicles, in on omount not less thon $5,000,000 C single limit for eoch occident.
(c) Professionol liobilitv (enors & omissions) insuronce. Controctor sholl toin professionol liobility insuronce thot covers the Services to be performed in tion with this Agreement, in the minimum omount of $2,000,000 per cloim ond incor the
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se es required by this Agreement.
. Any policy inception dote, continuity dote, or retrooctive dote must be the effective dote of this Agreement ond Controctor ogrees to mointoin coveroge through o period no less thon five (5) yeors ofter completion of the (d) Workers' compensotion insuronce.
' Compensotion lnsuronce (Stotutory Limits) ond
Controctor sholl mointoin
Employer's Liobility lnsuronce
limits of ot leost $.|,000,000).
(e) Subcontroctors. Controctor sholl include oll subcontroctors os under its policies or sholl furnish seporote certificotes ond certified endorsementsin.:r fcr ch subcontroctor. All coveroges for subcontroctors sholl include oll of the ts stoted herein.
(f) Additionol lnsuronce. Policies of such other insuronce, os moy be red in the Speciol Requirements in Exhibit "B".
5.2 Generol lnsuronce Reouiremenls.
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(o) Proof of insuronce. Controctor sholl provide certificotes of insuronce os evidence of the insuronce coveroge required herein, olong with o woiver of tion endorsement for workers' compensotion. lnsuronce certificotes ond must be opproved by Ciiy's Risk Monoger prior to commencement of SL
2013032.2 CA-9
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pErf once. Cunent certificotion of insuronce sholl be kept on file with City of olltimes dr-,rri the term of this Agreement. City reseryes the right to require complete, certified of ollrequired insuronce policies, of ony time.
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(b) Durotion of coveroge. Controctor sholl procure ond mointoin for the of this Agreement insuronce ogoinst cloims for injuries to persons or domoges to , which moy orise from or in connection with the performonce of the Services by Controctor, its ogents, representotives, employees or subcontroctors. (c) Primorv/noncontributing. Coveroge provided byConiroctorsholl be ond ony insuronce or self-insuronce procured or mointoined by City sholl not be to contribute with it. The limits of insuronce required herein moy be sotisfied by of primory ond umbrello or excess insuronce. Any umbrello or excess sholl contoin or be endorsed to contoin o provision thot such coveroge sholl obo ly on o primory ond non-contributory bosis for the benefit of City before the City's insuronce or self-lnsuronce sholl be colled upon to protect it os o nomed insured. re
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t reploced, City hos the right but not the duty to obtoin the insuronce it deems ond ony premium poid by City will be promptly reimbursed by Controctor or ll withhold omounts sufficient to poy premium from Controcior poyments. ln the o tive, City moy concelthis Agreement.
(e) Acceptoble insurers. All insuronce policies sholl be issued by on b
e compony cunently outhorized by the lnsuronce Commissioner to tronsoct of insuronce or thot is on the List of Approved Surplus Line lnsurers in the Stote of Crli io, with on ossigned policyholders' Roting of A- (or higher) ond Finonciol Size Cr Closs Vl (or lorger) in occordonce with the lotest edition of Best's Key Roting e, unless otherwise opproved by the City's Risk Monoger. req
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(d) Citv's rights of enforcement. ln the event ony policy of insuronce under this Agreemeni does not comply with these specificotions or is conceled (f) Woiver of subroqotion. All insuronce coveroge mointoined or pursuont to this ogreement sholl be endorsed to woive subrogotion ogoinst its elected or oppointed officers, ogents, officiols, employees ond volunteers or sholl ificolly ollow Controctor or others providing insuronce evidence in complionce with specificotions to woive their right of recovery prior to o loss. Controctor hereby its own right of recovery ogoinst City, ond sholl require similor written express ond insuronce clouses from eoch of its subcontroctors.
(g) Enforcement of controct provisions (non-estoppel). Controctor the City to
odditionol
ond ogrees thot ony octuol or olleged foilure on the port of Controctor of non-complionce with ony requirement imposes no tions on the City nor does it woive ony rights hereunder. (h) Requirements not limiting. Requirements of specific coveroge or limits contoined in this section ore not intended os o limitotion on coveroge, or other requirements, or o woiver of ony coveroge normolly provided by ony nce. Specific reference io o given coveroge feoture is for purposes of clorificotion linii
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2013032.2 CA-IO
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only os it pertoins to o given issue ond is not intended by ony porty or insured to be oll , or to the exclusion of other coveroge, or o woiver of ony type. lf the Controctor toins higher limits thon the minimums shown obove, the City requires ond sholl be to coveroge for the higher limits mointoined by the Controctor. Any ovoiloble proceeds in excess of the specified minimum limits of insuronce ond coveroge be ovoiloble to the City.
(i) Notice of concellotion. Controctor ogrees to oblige its insuronce t or broker ond insurers to provide to City with o thirty (30) doy notice of concellotion t for nonpoyment for which o ten (,l0) doy notice is required) or nonrenewol of ge for eoch required coveroge.
end
(j) Additionolinsured stotus. Generol liobility policies sholl provide or be to provide thot City ond its officers, officiols, employees, ond ogents, ond sholl be odditionol insureds under such policies. This provision sholl olso opply too y excess/umbrello liobiliiy policies.
(k) Prohibition of undisclosed coveroge limitotions. None of the es required herein will be in complionce with these requirements if they include o1y limiting endorsement of ony kind thot hos not been first submitted to City ond oved of in writing.
(l) Seporotion of insureds. A severobility of interests provision must opply I odditionol insureds ensuring thoi Controctor's insuronce sholl opply seporotely to insured ogoinst whom cloim is mode or suit is brought, except with respect to the 's limits of liobility. The policy(ies) sholl not contoin ony cross-liobility exclusions. (m) Poss through clouse. Controctor ogrees to ensure thot its ontroctors, subcontroctors, ond ony other porty involved with the project who is onto or involved in the project by Controctor, provide the some minimum e coveroge ond endorsements required of Controctor. Controctor ogrees to rT or ond review ollsuch coveroge ond ossumes ollresponsibility for ensuring thot such fcr
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e is provided in conformity with ihe requirements of this section. Controctor es thot upon request, oll ogreements with Controctors, subcontroctors, ond others erg in the project will be submiiied to City for review. (n) Aoencv's right to revise soecificotions. The City reserves the right ot during the term of the controct to chonge the omounts ond types of insuronce by giving the Controctor ninety (90) doys odvonce written notice of such e. lf such chonge results in substontiol odditionol cost to the Controctor, the City o-rd troctor moy renegotiote Controctor's compensotion. (o) Self-insured retentions. Any self-insured retentions must be declored opproved by City. City reserves the right io require thot self-insured retentions be ted, lowered, or reploced by o deductible. Self-insuronce will not be considered ly with these specificotions unless opproved by City.icr c 2013032.2 CA-I I
o1y
noti
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under this Agreement, ond thot involve or moy involve coveroge under ony the required liobility policies.
(q) Additionol insuronce. Controctor sholl olso procure ond mointoin, ot cost ond expense, ony odditionol kinds of insuronce, which in its own judgment be necessory for its proper protection ond prosecution of the work. lndemnificolion.
To the full extent permitted by low, Controctor ogrees to indemnify, defend ond hormless the City, its officers, employees ond ogents ("lndemnified Porties") ogoinst, or-rd hold ond sove them ond eoch of them hormless from, ony ond oll octions, either odministrotive, orbitrotion or regulotory cloims, domoges to persons or property, costs, penolties, obligotions, errors, omissions or liobilities whether octuol or tened (herein "cloims or liobilities") thot moy be osserted or cloimed by ony person, firn entity orising out of or in connection with the negligent performonce of the work, tions or octivities provided herein of Controctor, its officers, employees, ogents, SL troctors, or invitees, or ony individuol or entity forwhich Controctor is legolly lioble ("in itors"), or orising from Controctor's or indemnitors' reckless orwillful misconduct, oro ing from Controctor's orindemnitors' negligent performonce of orfoilure to perform (p) Timely notice of cloims. Controctorshollgive City prompt ond timely of cloims mode or suits instituted thot orise out of or result from Controctor's term, provision, covenont or condition of this Agreement, ond in connection ih:
5.3 ony
ther
(c)
(1,)
Controctor will defend ony oction or octions filed in connection with ony of soid cloims or liobilities ond will poy ollcosts ond expenses, including legol costs ond ottorneys' fees incuned in connection therewith;
Controctorwill promptly poy ony judgment rendered ogoinst the City, its officers, ogents or employees for ony such cloims or liobilities orising out of or in connection with the negligent performonce of or follure to perform such work, operotions or octivities of Controctor hereunder; ond Controctor ogrees to sove ond hold the City, its officers, ogents, ond employees hormless therefrom; ln the event the City, its officers, ogents or employees is mode o porty to ony oction or proceeding filed or prosecuted ogoinst Controctor for such domoges or other cloims orising out of or in connection with the negligent performonce of or foilure to perform the work, operotion or octivities of Controctor hereunder, Controctor ogrees to poy to the City, its officers, ogents or employees, ony ond oll costs ond expenses incuned by the City, its officers, ogents or employees in such oction or proceeding, including but not limited to, legolcosts ond ottorneys' fees.
Controctor sholl incorporote similor indemnity ogreements with its subcontroctors if it foils to do so Controctor sholl be fully responsible to indemnify City hereunder (c)
ord
or
p3
il- , ond foilure of City to monitor complionce with these provisions sholl not be o hereof. This indemnificotion includes cloims or liobilities orising from ony negligent oct, enor or omission, or reckless or willful misconduct of Controctor in the nce of professionol services hereunder. The provisions of this Section do not 2013032.2 CA-12
rec
be
to cloims or liobilities occuning os o result of City's sole negligence orwillful octs or but, to the fullest exient permitted by low, sholl opply to cloims ond liobilities resul in port from City's negligence, except thot design professionols' indemnity nder sholl be limited to cloims ond liobilities orising out of the negligence, ness orwillful misconduct of the design professionol. The indemnity obligotion sholl g on successors ond ossigns of Controctor ond sholl survive terminotion of this tE 6. RECORDS. REPORTS. AND RETEASE OF INFORMATION
6.1 Records.
Controctor sholl keep, ond require subcontroctors to keep, such ledgers, books of nts, invoices, vouchers, conceled check, reports, studies or other documents to the disbursements chorged to City ond services performed hereunder (the ond records"), os sholl be necessory to perform the services required by this ond enoble ihe Controct Officer to evoluote the performonce of such . Any ond ollsuch documents sholl be mointoined in occordonce with generolly ted occounting principles ond sholl be complete ond detoiled. The Controct sholl hove full ond free occess to such books ond records of oll times during business hours of City, including the right to inspect, copy, oudit ond moke records s from such records. Such records sholl be mointoined for o period of three following completion of the services hereunder, ond the City sholl hove occess ch records in the event ony oudit is required. ln the event of dissolution of tor's business, custody of the book ond records moy be given to City, ond sholl be provided by Controctor's successor in interest. Notwithstonding the , the Controctorsholl fully cooperote with the City in providing occess to the book OCC
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6.2 Reporls.
Controctor sholl periodicolly prepore ond submit to the Controct Officer such concerning the performonce of the services required by this Agreement os the 'oct Officer sholl require. Controctor hereby ocknowledges thot the City is greotly obout the cost of work ond services to be performed pursuont to this ment. For this reoson, Controctor ogrees thot if Controctor becomes owore of ony circumstonces, techniques, or events thot moy or will moteriolly increose or the cost of the work or services contemploted herein or, if Controctor is design services, the cost of the project being designed, Controctor sholl tly notify the Controct Officer of soid foct, circumstonce, technique or event ond e timoted increosed ordecreosed cost reloted thereto ond, if Controctoris providing services, the estimoted increosed or decreosed cost estimote for the project designed.
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6.3 Ownership of Documents.
All drowings, specificotions, mops, designs, photogrophs, studies, surveys, doto, computer files, reports, records, documents ond other moterlols (the "documents eriols") prepored by Controctor, its employees, subcontroctors ond ogents in 'ormonce of this Agreement sholl be the property of City ond sholl be delivered upon request of the Controct Officer or upon the terminotion of this Agreement, ontroctor sholl hove no cloim for further employment or odditionol compensotion of the exercise by City of its full rights of ownership use, reuse, or ossignment of ocuments ond moteriols hereunder. Any use, reuse or ossignment of such documents for other projects ond/or use of uncompleted documents without : written outhorizotion by the Controctor will be of the City's sole risk ond without to Controctor, ond Controctor's guorontee ond worronties sholl not extend to use, reuse or ossignment. Controctor moy retoin copies of such documents for its use. Controctor sholl hove the right to use the concepts embodied therein. All public domoin or olreody known to Controctor. Controctor sholl not releose or ony such informotion or work product to persons or entities other thon City priorwritten outhorizotion from the Controct Officer.
(b) Controctor, its officers, employees, ogents or subcontroctors, sholl t prior written outhorizotion from the Controct Officer or unless requested by ty Attorney, voluntorily provide documents, declorotions, letters of support, ond
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SL troctors sholl provide for ossignment to City of ony documents or moteriols 'ed by them, ond in the event Controctor foils to secure such ossignment, Cr 'octorshollindemnify Cityforolldomoges resulting therefrom. Moreover, Controctor wth to ony documents ond moteriols thot moy quolify os "works mode for hire" o5 fined in l7 U.S.C. S l0l, such documents ond moteriols ore hereby deemed "works for h[re" for the City.
6.4 Confidenliolitv ond Releose of lnformolion.
(o) All informotion goined or work product produced by Controctor in of this Agreement sholl be considered confidentiol, unless such informotion be
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testi of depositlons, response to intenogotories or other informotion concerning the performed under ihis Agreement. Response to o subpoeno or court order sholl not "voluntory" provided Controctor gives City notice of such court order or Ccn
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(c) lf Controctor, or ony officer, employee, ogent or subcontroctor of 'octor, provides ony informotion orwork product in violotion of this Agreement, then sholl hove the right to reimbursement ond indemnity from Controctor for ony d es, costs ond fees, including ottorney's fees, coused by or incuned os o result of 's conduct.
(d) Controctor sholl promptly notify City should Controctor, its officers, ogents or subcontroctors be served with ony summons, comploint, notice of deposition, request for documents, intenogotories, request for s or other discovery request, court order or subpoeno from ony porty regording 2013032.2 CA-I4
ment ond the work performed there under. City retoins ihe right, but hos no ion, to represent Controctor or be present of ony deposition, heoring or similor ng. Controctor ogrees to cooperote fully with City ond io provide City with the nity to review ony response to discovery requests provided by Controctor. , this right to review ony such response does not imply or meon the right by City ntrol, direct, or rewrite soid response.
ENFORCEMENT OF AGREEMENT AND IERMINATION
7.1 Colifornio Low.
This Agreement sholl be interpreted, construed ond governed both os to volidity performonce of the porties in occordonce wiih the lows of the Stote of Colifornio.ond \/h
octions concerning ony dispute, cloim or motter orising out of or in relotion to this nt sholl be instituted in the Superior Court of the County of Los Angeles, Stote of io, or ony other oppropriote court in such county, ond Controctor covenonts ond to submit to the personoljurisdiction of such court in the event of such oction. ln the
Dst
nt of litigotion in o U.S. District Court, venue sholl lie exclusively in the Centrol t of Colifornio, in the County of Los Angeles, Stote of Colifornio.
7.2 Disputes'Defoull.
ln the event thot Controctor is in defoult under the terms of this Agreement, the ctv ll not hove ony obligotion or duty to continue compensoting Controctor for ony performed ofter the dote of defoult. lnsteod, the City moy give notice to Controctor ol defoult ond the reosons for the defoult. The notice sholl include the timefrome in Controctor moy cure the defoult. This timefrome is presumptively thirty (30) doys, br-.rl be extended, though not reduced, if circumstonces wonont. During ihe period ol ti thot Controctor is in defoult, the City sholl hold oll invoices ond sholl, when the def It is cured, proceed with poyment on the invoices. ln the olternotive, the City moy, in its discretion, elect to poy some or oll of the outstonding invoices during the period It. lf Controctor does not cure the defoult, the City moy toke necessory steps too1 te e this Agreement under this Article. Any foilure on the port of the City to give e of the Controctor's defoult sholl not be deemed to result in o woiver of ihe City's rights or ony rights orising out of ony provision of this Agreement.
Relention of Funds.
Controctor hereby outhorizes City to deduct from ony omount poyoble to tor (whether or not orising out of this Agreement) (i) ony omounts the poyment o' moy be in dispute hereunder or which ore necessory to compensote City for oly , costs, liobilities, or domoges suffered by City, ond (ii) oll omounts forwhich City rY be lioble to third porties, by reoson of Controctor's octs or omissions in performing orf ng to perform Controctor's obligotion under this Agreement. ln the event thot ony is mode by o third porty, the omount or volidity of which is disputed by Controctor, indebtedness sholl exist which sholl oppeor to be the bosis for o cloim of lien, City rrc
wit
withhold from ony poyment due, without liobility for interest becouse of such , on omount sufficient to cover such cloim. The foilure of City to exercise such leg
7.3 20't3032.2 CA-I5
righ to deduct or to withhold sholl not, however, offect the obligotions of the Controctor , indemnify, ond protect City os elsewhere provided herein.tc Woiver.
Woiver by ony porty to this Agreement of ony term, condition, or covenont of this A: sholl not constitute o woiver of ony other term, condiiion, or covenont.
Woi by ony porty of ony breoch of the provisions of this Agreement sholl not constitute of ony other provlsion or o woiver of ony subsequent breoch or violotion of ony ion of this Agreement. Accepionce by City of ony work or services by Controctor sholl not constitute o woiver of ony of the provisions of this Agreement. No deloy or ion in the exercise of ony right or remedy by o non-defoulting porty on ony defoult mpoir such right or remedy or be construed os o woiver. Any woiver by either porty y defoult must be in writing ond sholl not be o woiver of ony other defoult erning the some or ony other provision of this Agreement.
7.5 Riohts ond Remedies ore Cumulotive.
Except with respect to rights ond remedies expressly declored to be exclusive ln ement, the righis ond remedies of the porties ore cumulotive ond the exercise porty of one or more of such rights or remedies sholl not preclude the exercise it of the some or different times, of ony other rights or remedies for the some defoult other defoult by the other porty.
7.6 Leqol Action.
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It, to compel specific performonce of this Agreement, to obtoin declorotory or tive relief, or to obtoin ony other remedy consistent with the purposes of this rrfleflt. Notwithstonding ony controry provision herein, Controctor sholl file oA:
st tory cloim pursuont to Government Code Sections 905 et seq. ond 910 et seq., in ord to pursue o legol oction under this Agreement.
7.7 Terminolion Prior lo Expirolion of Term.
This Section sholl govern ony terminotion of thls Controct except os specificolly in the following Section for terminotion for couse. The City reseryes the right to ie e this Controct of ony time, with or without couse, upon thirty (30) doys' written lcur
noti,
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ln oddition to ony other rights or remedies, either porty moy toke legol oction, in in equity, to cure, conect or remedy ony defoult, to recover domoges for ony e to Controctor, except thot where terminotion is due to ihe foult of the Controctor, iod of notice moy be such shorter time os moy be determined by the Controct or
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. ln oddition, the Controctor reserves the right to terminote this Controct of ony with orwithout couse, upon sixty (60) doys' written notice to City, except thotwhere tion is due io the foult of the City, the period of notice moy be such shorter time Controctor moy determine. Upon receipt of ony notice of terminotion, Controctor immediotely ceose oll services hereunder except such os moy be specificolly by the Controct Officer. Except where the Controctor hos initioted n, the Controctor sholl be entitled to compensotion for oll services rendered 2013032.2 CA-I6
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to the effective dote of the notice of terminotion ond for ony services outhorized by troct Officer thereofter in occordonce with the Schedule of Compensotion or os moy be opproved by ihe Controci Officer, except os provided in Section 7.3. ln vent the Controctor hos initioted terminotion, ihe Controctor sholl be entitled to tion only for the reosonoble volue of the work product octuolly produced . ln the event of terminotion without couse pursuont to this Section, the ing porty need not provide the non-terminoting porty wiih the opportunity to pursuont to Section 7.2.
Terminotion for Defoult of Controclor.
lf terminotion is due to the foilure of the Controciorto fulfillits obligotions under this ffieflt, City moy, ofter complionce with the provisions of Section 7.2, toke over the ond prosecute the some to completion by controct or otherwise, ond the tor sholl be lioble to the extent thot the totol cost for completion of the services ed hereunder exceeds the compensotion herein stipuloted (provided thot the City use reosonoble efforts to mitigoie such domoges), ond City moy withhold ony to the Controctor for the purpose of set-off or portiol poyment of the omounts the City os previously stoted.
7.? Atlornevs' Fees.
lf eiiher porty to this Agreement is required to initiote or defend or mode o porly oction or proceeding in ony woy connected with this Agreement, the prevoiling
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[n such oction or proceeding, in oddition to ony other relief which moy be gronted, legol or equitoble, sholl be entitled to reosonoble ottorney's fees. Attorney's fees de ottorney's fees on ony oppeol, ond in oddition o porty eniitled to ottorney's sholl be entitled to oll other reosonoble costs for investigoting such oction, toking itions ond discovery ond oll other necessory costs the court ollows which ore ed in such litigotion. All such fees sholl be deemed to hove occrued on ncement of such octlon ond sholl be enforceoble whether or not such oction is uied to judgment.
tE 8. CITY OFFICERS AND EMPTOYEES: NON-DISCRIMINATION
8.I Non-liobilitv of Cifu Officers ond Emplovees.
No officer or employee of the City shotl be personolly lioble to the Controctor, or ony in interest, in the event of ony defoult or breoch by the City or for ony o nt which moy become due to the Controctor or to its successor, or for breoch of o-]y tion of the terms of this Agreement.
8.2 Conflict of lnlerest.
Controctor covenonts thot neither it, nor ony officer or principol of its firm, hos or sl-r ocquire ony interest, directly or indirectly, which would conflict in ony monner with tl-e terests of City or which would in ony woy hinder Controctor's performonce of under this Agreement. Controctor further covenonts thoi in the performonce of ', no person hoving ony such interest sholl be employed by it os on officer,tl- is 2013032.2 CA-17
ernF
O=fi(
ony
, ogent or subcontroctor without the express written consent of the Controct :r. Controctor ogrees to of oll times ovoid conflicts of interest or the oppeoronce of onflicts of interest wiih the interests of City in the performonce of this Agreement.
No,
t. in, in this Agreement nor sholl ony such officer or employee porticipote in ony officer or employee of the City sholl hove ony finonciol interest, direct or reloting to the Agreement which offects her/his finonciol interest orthe finonciol of ony corporotion, portnership or ossociotion in which (s)he is, directly or tly, interested, in violotion of ony Stote stotute or regulotion. The Controctor rts thot it hos not poid or given ond will not poy or give ony third porty ony money I costs, including ottorneys' fees, incuned by City.
oro er considerotion for obtoining this Agreement.
Covenont Aqoinst Discriminolion.
Controctor covenonts thot, by ond for itself, its heirs, executors, ossigns, ond oll cloiming under or through them, thot there sholl be no discriminotion ogoinst or tion of, ony person orgroup of persons on occount of roce, color, creed, religion, nder, sexuol orlentotion, moritol stotus, notionol origin, oncestry or other protected in the performonce of this Agreement. Controctor sholl toke offirmotive oction to thot oppliconts ore employed ond thot employees ore treoted during without regord to their roce, color, creed, religion, sex, gender, sexuol totion, moritol stotus, notionol origin, oncestry or other protected closs.
8.4 Unouthorized Aliens.
Controctor hereby promises ond ogrees to comply with oll of the provisions of the lmmigrotion ond Notionolity Act, 8 U.S.C. S I l0l et seq., os omended, ond in tion therewith, sholl not employ unouthorized oliens os defined therein. Should tor so employ such unouthorized oliens for the performonce of work ond/or covered by this Agreemeni, ond should ony liobility or sonctions be imposed si City for such use of unouthorized oliens, Controctor hereby ogrees to ond sholl urse City for the cost of oll such liobilities or sonctions imposed, together wiih ony ond
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MISCETTANEOUS PROVISIONS
9.1 Nolices.
Any notice, demond, request, document, consent, opprovol, or communicotion porty desires or is required to give to the other porty or ony other person sholl be in ond either served personolly or sent by prepoid, first-closs moil, in the cose of the ctv
ond
to the City Monoger ond to the ottention of the Controct Officer (with her/his nome title), City of Bell, 6330 Pine Avenue, Bell, Colifornio 90201 ond in the cose of the octor, to the person(s) of the oddress designoted on the execution poge of ihis A3 . Either porty moy chonge its oddress by notifying the other porty of the of oddress in writing. Notice sholl be deemed communicoted of the time nol[ delivered or in seventy-two (72) hours from the time of moiling if moiled os ed in this Section.
cho
2013032.2 CA-I8
lnterpretotion.
The terms of this Agreement sholl be construed in occordonce with the meoning longuoge used ond sholl not be construed for or ogoinst either porty by reoson of thorship of this Agreement or ony other rule of construction which mighi otherwise
9.3 Counterporls.
This Agreement moy be executed in counterports, eoch of which sholl be such counterporls sholl constitute one ond the someto be on originol, ond nt.
?.4 lnteorolion:Amendment.
This Agreement including the ottochments hereto is the entire, complete ond expression of the understonding of the porties. lt is understood thot there ore I ogreements between the porties hereto offecting this Agreement ond this ment supersedes ond concels ony ond oll previous negoiiotions, orongements, ts ond understondings, if ony, between the porties, ond none sholl be used to t this Agreement. No omendment to or modificotion of this Agreement sholl be unless mode in witing ond opproved by the Controctor ond by the City Council. s ogree thot this requirement for written modificotions connot be woived ond ottempted woiver sholl be void.
9.5 Severobilitv.
ln the event thot ony one or more of the phroses, sentences, clouses, porogrophs, tions contoined in this Agreement sholl be declored involid or unenforceoble by o judgment or decree of o court of competent jurisdiction, such involidity or forceobility sholl not offect ony of the remoining phroses, sentences, clouses, or sections of this Agreement which ore hereby declored os severoble ond be interpreted to corry out the intent of the porties hereunder unless the involid sion is so moteriolthot its involidity deprives either porty of the bosic benefit of their in or renders this Agreement meoningless.
9.6 Worrontv & Represenlotion of Non'Collusion.
No officiol, officer, or employee of City hos ony finonciol interest, direct or indirect, Agreement, nor sholl ony officiol, officer, or employee of City porticipote in ony reloting to this Agreement which moy offect his/her finonciol interest or the iol interest of ony corporotion, portnership, or ossociotion in whlch (s)he is directly interested, or in violotion of ony corporotion, portnership, or ossociotion in (s)he is directly or indirectly interested, or in violoiion of ony Stote or municipol or regulotion. The determinotion of "finonciol interest" sholl be consistent with poid or given, ond will not poy or give, to ony third porty including, but not limited City officiol, officer, or employee, ony money, considerotion, or other thing of
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S low ond sholl not include interests found to be "remote" or "noninterests" pursuont to nt Code Sections '109.I or l09l .5. Controctor wononts ond represents thot it 2013032.2 CA-I9
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os o result or consequence of obtoining or being oworded ony ogreement. octor further wononts ond represenis thot (s)he/it hos not engoged in ony oci(s), ion(s), or other conduct or collusion thot would result in the poyment of ony money, or other thing of volue to ony third porty including, but not limited to, ony City fficiol, officer, or employee, os o resuli of consequence of obtoining or being ony ogreement. Controctor is owore of ond understonds thot ony such oct(s), ion(s) or other conduct resulting in such poyment of money, considerotion, or other of volue will render this Agreement void ond of no force or effect.
Controctor's Authorized lnitiols
9.7 Corporote Authorilv.
The persons executing this Agreement on beholf of the porties hereto wononi thot h porty is duly orgonized ond existing, (ii) they ore duly outhorized to execute ond this Agreement on beholf of soid porty, (iii) by so executing this Agreement, such is formolly bound to the provisions of this Agreement, ond (iv) thot entering into this t does not violote ony provision of ony other Agreement to which soid porty is bou This Agreement sholl be binding upon the heirs, executors, odministrotors, s{- ond ossigns of the porties.
[Signofures on fhe Following Pogel
CA-20
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lN WITNESS WHEREOF, the porties
ond yeor first-obove written.
hereto hove executed this Agreement on the
CITY:
CITY OF BELL, o chorter city
AliSoleh, Moyor
Bustomonte, City Clerk
AS IO FORM:
E & WYNDER, LLP
J. Aleshire, City Attorney
CONIRACTOR:
GRAFFITI PROTECTIVE COATINGS, INC., O
Coliforn[o corporotion
Nome:
Title: President
Nome: Steven Lenhoff
Title: Secretary
Address: 4624 Florence Ave.
Bell, CA 90201
(323) 428-3530
officer signolures required when Conlroctor is o corporolion, wilh one signolure required from eoch of lhe groups: l) Choirmon of lhe Boord, Presidenl or ony Vice Presidenl; ond 2) Secrelory, ony Assislont Secretory, Officer or ony AssistontTreosurer. CONTRACIOR'S SIGNAIURES SHAtt BE DUtY NOTARIZED, AND APPROPRIATE
SHATT BE INCIUDED AS MAY BE REQUIRED BY THE BYIAWS, ARTICIES OF INCORPORATION, OR OTHER RUTES OR APPTICABTE TO CONTRACTOR'S BUSINESS ENTITY.
By:.
2013032.2 CA-21
I
CATIFORNIA Att.PURPOSE ACKNOWTEDGMENT
ANC
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ory public or other officer completing this certificote verifies only the identity of the individuol who signed the ment to which this certificote is ottoched. ond noi the truthfulness, occurocy or volidity of thot document.
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OF CALIFORNIA
.ITY OF LOS ANGELES
2025 before me, personolly oppeored proved
) on the bosis of sotisfoctory evidence to be the person(s) whose nomes(s) is/ore subscribed I within instrument ond ocknowledged to me thot he/she/they executed the some in >r/their ouihorized copocity(ies), ond thot by his/her/their signoture(s) on the instrument the n(s), or the entity upon beholf of which the person(s) ocied. executed the instrument. fy under PENALIY OF PERJURY under the lows of the Stote of Colifornio thoi the foregoing Sroph is true ond conect.
ESS my hond ond officiol seol.
)ture:
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gh the doto below is not required by low, it moy prove voluoble to persons relying on the rment ond could prevent froudulent reottochment of this form.
CAPACITY CTAIMED BY STGNER DESCRIPIION OF AIACHED DOCUMENI
INDIVIDUAL
CORPORATE OFFICER
TrTLE(S)
PARTNER(S) tr UMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
GUARDIAN/CONSERVATOR
OTHER
ER !S REPRESENIING:
4E OF PERSON(S) OR ENTITY(|ES))
DATE OF DOCUMENT
stcNER(s) oTHER THAN NAMED ABOVE
01 1 2013032.2 CA-22
l
CATIFORN !A Att. PU RPOSE ACKNOWTEDGMENT
^n(doc
'ory public or other officer compleiing ihis certificote verifies only the identity of the individuol who signed ihe ment to which this certificote is ottoched, ond not the truthfulness, occurocy or volidity of ihot document.
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2025 before me,
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personolly oppeored , proved
) on ihe bosis of sotisfoctory evidence to be the person(s) whose nomes(s) is/ore subscribed > within instrument ond ocknowledged to me thot he/she/they execuied the some in >r/their outhorized copocity(ies), ond thot by his/her/their signoture(s) on the instrument ihe rn(s), or the entity upon beholf of which the person(s) octed, executed the instrument. ify under PENALTY OF PERJURY under the lows of the Stote of Colifornio thot the foregoing 3roph is true ond correct.
ESS my hond ond officiolseol.
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the doto below is not required by low, it moy prove voluoble to persons relying on the ent ond could prevent froudulent reottochment of this form.
CAPACIIY CTAIMED BY SIGNER
INDIVIDUAL
CORPORATE OFFICER
DESCRIPTION OF AIACHED DOCUMENT
TrTLE(S)
PARTNER(S) tr LTMTTED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
IS REPRESENTING:
oF PERSON(S) OR ENTTTY(IES))
DATE OF DOCUMENT
stcNER(s) oTHER THAN NAMED ABOVE
GUARDIAN/CONSERVATOR
011 2013032.2 CA-23
EXHIBIT "A"
SCOPE Of SERVICES
onlroctor wil! perform the following groffitiremovolservices on public properly, os os privole property visible from the public righl-of-woy, within the City (the ), os follows:
A. Groffiti Removol. The Controctor sholl remove groffiti from oll City-owned properties, ond privote residentiol, commerciol, ond industriolstructures, up to forty feet (40') in height. Controctorwill remove groffiti upon request by City or City's residents by (l ) colling the City's'groffiti hotline, (2) submitting o request through the City's website, or (3) submitting o request through the Ciiy's opp ("Bell on the Go!"), ond will regulorly potrol the City to look for ond obote new groffiti, in occordonce with Exhibit "D," Schedule of Performonce.
Controctor sholl inspect oll requests to determine the method to be used for groffitiremovol. Methods of removol moy include woter blosting, sondblosting, or other pressurized removol systems, motching existing pointed surfoces or other erodicotion procedures os opproved by the City. Controctor sholl determine the most effective method(s) for removol of groffitiot eoch locotion.
The method(s) of removolwillvory depending upon the type of groffitiond condition of the surfoce. Controctor must use core to ovoid domoging existing structures (e.9., buildings, windows, doors, wolls, etc.). Existing structures domoged by the Controctor sholl be repoired of the Controctor's sole expense to the sotisfoction of the City.
"Groffiti" sholl meon ony unouthorized inscription, word, figure, symbol, configurotion of letters ond/or numbers or design thot is morked, written, etched, scrotched, drown, scribed, stoined, stuck on, offixed or odhered to by ony meons whotsoever or pointed on ony surfoce of public or privote reol or personol property, including but not limited to, buildings, wolls, windows, signs, structures, ploces, rocla, londscope moteriols, or other surfoces ond/or the interior or exterior of ony other structure, regordless of the noture of the moteriol of which the surfoce is composed
B. Processes, Moleriols, ond Equipmenl.
l. Preporotion: Controctor sholl properly prepore oll stucco, mosonry, metol, wood or other exterior surfoces in o monner thot will result in on occeptoble bonding of the exterior surfoce ond opplied point ond deter the visibility of groffiti. Controctor will use new ond/or recycled woter-bosed poini. The City encouroges the use of recycled point. No leod-bosed point sholl be used.
2. Apolicotion Quolity: Controctor sholl opply moteriols in such o monner to ensure smooth, even, uniform coots free of dirt, drips, ridges, woves, drops, runs, brush morks, sogs, ond lops. lf ony of these existed before, they sholl be properly conected ond prepored before pointing. When completed, the A-2
2013032.2
poniing shollrepresent o first closs, workmon-llke oppeoronce. Allwork oreos sholl be cleoned of oll debris, residue ond excess point lmmediotely ofter completion of work.
3. Applicotion Process: Controcior sholl opply poini under dry, dust free conditions ond point sholl not be opplied when the temperoture is below 40 degrees Fohrenheit. All primer ond intermediote coots of point sholl be unsconed ond completely integrol os well os completely dry of the time of the opplicotion of eoch succeeding coot. Controctor sholl motch the existing surfoce colorwhen pointing over or obscuring groffitiwhenever possible. Point sholl be neotly feothered in oll oreos. lf residents/businesses request o specific color, Controctor moy provide lobor os long os point hos been provided by the resident/business.
4. Supplies ond Equipment: The Controctor sholl provide its own vehicle, equipment, supplies ond moteriols necessory to perform the work outlined.
Further, the Controctor sholl hove on oerosolsproy unit (minimum 2500 p.s.i.) ond stondord extension lodder on the Controctor vehicle ond such other equipment os moy be necessory to perform groffitiremovol (e.9., brushes, etc.). The Controctorsholl hove the obility to remove groffitifrom difficult locotions. The Controctor must hove extension lodders on every vehicle ond 24hovrs o doy, seven doys o week, occess to o bucket truckwith o minimum extension height of forty (40) feet.
5. Monufocturer Directions: Monufocturer'S recommendotions for mixing, thinning, opplying, type of exposure, surfoce to be covered, ond type of surfoce weor io which the point will be subjected sholl be explicitly followed by the Controctor.
6. Poini Motch: The Controctor sholl verify, to the sotisfoction of the City, its method for motching point. All repointed surfoces shollreosonobly motch woll color to the sotisfoction of the Controct Officer or designee.
Conlroclor's Responsibility. The Controctor sholl ossume the responsibility for oll work, ond for oll tenont ond property owner relotions.
Right of Entry.
'I . Privote Property: Groffiti removol from privote property will require o releose from the property owner consenting to groffitiremovol. The Controctor sholl obtoin written opprovolfrom the property owner to enter os well os o releose of liobility prior to storting groffiti removol. Groffiti to be removed from privote property must be visible from the public right-of-woy.
2. Public Right-of-Woy Property: Authorizotion sholl be given by the Controct Officer for the removol of groffiti on public property. 2013032.2
A-3
Commerciol Signoge. Groffiti found on commerciol signoge sholl only be removed with the owner's/occupont's specific, written opprovol ond with the owner's/occupont's understonding thot the Controctor is not responsible, under this Agreement, for replocing ony originol lettering, pictures, etc., on o commerciolsign. Wiih the owner's/occupont's opprovol, the Controctor sholl proceed with diligence to remove the groffitiwith os little domoge to the commerciolsign os possible. Groffitito be removed from privote commerciol property must be visible from the public right-of-woy.
Cleon-Up. Allfinished surfoces of the building sholl be left cleon ond reosonobly dust free. At completion of work, Controctor sholl cleon oll exposed surfoces soiled by the work; repoir oll domoge coused by the work of no extro cost to the property owner or the City; remove oll debris creoted os o direct result of the work from the job site; ond leove the entire insiollotion reody for use.
Public Relotions ond Sofety. The Controctor sholl of oll times provide Services with the utmost of courtesy to the public. All employees of the Controctor shollweor cleon cloihing in the performonce of their duties, ond equipment sholl be cleon ond mointoined in o sofe operoting monner. Allequipment sholl be subject to inspection by the Controct Officer. All personnelsholl olwoys weor oppropriote sofety georwhile removing groffitiin the City.
Air ond Woter Pollution. The Controctor sholl be required to conform to oll cunent regulotions of the South Coost Air Quolity Monogement District. The Controctor is olso required to odhere to the provisions of ihe Federol Cleon Woter Act os reguloted by the U.S. Environmentol Protection Agency, os codified in Ports 122 through 124 of Title 40 of ihe Code of Federol Regulotions, the Porter-Cologne Act codified in Woter Code Section 13000 et seq., ond the Notionol Pollutont Dischorge Eliminotion System, codified in Port 122 of Title 40 of the Code of Federol Regulotion, requirements. Suitoble Best Monogement Proctices ("BMPs") sholl be opplied to prevent ony chemicol, debris or ony non-storm woter dischorges from entering the storm droin system (storm droins ond gutiers).
Technology.
l. The Controctor sholl receive work orders vio the City's web-bosed opp/work order system, "Bell on the Go!" only. lt sholl be the Controctor's responsibly to ensure they use the City's opp "Bell on the Go!"
2. Controctor sholl develop ond work with City Stoff ond City's lT consultont to merge Controctor's "App-Order" with City's opp, "Bell on the Go!" of no cost to the City. lf merger of the two Apps is not possible, it sholl be the Controcor's responsibility to develop o work order system within the City's Bell On the Go! opp, os opproved by the Controct Officer or designee, of no cost to the City.
electronicolly submitted in the City's opp "Bell on the Go!" work order number.
3. Allrequests will be
ond ossigned to o
2013032.2
A-4
. Anli-Groffiti Compoign.
I . Controctor sholl ossist the City in estoblishing on Anti-Groffiti Compolgn to discouroge groffiti octivities throughout the City by conducting outreoch oi schools, businesses, neighborhood block clubs, non-profit orgonizotions, ond religious institutions.
2. Controctor sholl host three (3) public events (per yeor) to dlscuss ond discouroge groffiti octivity ond provide olternotive solutions to groffiti octiviiies on public ond privote property.
C Weekly Meetings. Controctor sholl ottend weekly City Public Works Deportment meetings.
,. Reteniion of Finoncio! Records. Controctor ogrees to mointoin finonciol records ond occounts for o period of five (5) yeors. These records ond occounts sholl include, but not be limited to, the following:
l. A double-eniry generol ledger thot supports the costs chorged to oll reloted occounts;
2. Records documenting procurement of goods ond services;
3. Leose or rentol ogreements;
4. lnvoices;
5. Billing stotements;
6. Concelled checks;
7. Timecords signed by employees ond supervisors;
8. Personnel outhorizotion records;
9. Poyrollregisters;
10. Poyroll tox records;
I l. Bonk stotements;
12. Bonk reconciliotions; ond
13. Documentotion to support the ollocotion of costs
As porl of lhe Services, Conlroclor will prepore ond deliver lhe following tongible work products to the City:
A. Phologrophic Documenlotion. The Controctor sholl photogrophicolly document oll locotions prior to removol of groffiti ond sholl mointoin soid photogrophs. Upon removol of groffiti, the Controctor sholl toke on odditionol photogroph of the some oreo. Digitol photos of ihe oboted sites ond on occomponying photo disk ore to be provided olong with the monthly reports.
The City prefers o web-bosed photo system thot updotes in reol time while in the field.
20't3032.2
A-5
B. Best Proctices Report. The Controctor sholl droft o written report for best proctices deoling with groffiti services.
ln oddition lo lhe requiremenls of Seclion 6.2, during performonce of lhe Services, Conhoclor will keep the City opproised of lhe stotus of performonce by delivering the following stolus reports:
A. Doily Logs. Doily logs sholl be mointoined identifying groffiti removol site by census troct ond block group. lnformotion on totol groffiti removol in squore feet ond number of sites sholl be provided. Should Torget Areos, os defined in Exhibit D, Section l, Subsection A, not be met, the doily reportshollinclude steps to remedy the situotion olong with on implementotion schedule.
B. Monlhly Reporls. lnformotion on iotol groffiti removol in squore feet ond number of sites sholl be provided. Should Torget Areos, os defined in Exhibit D, Section l, Subsection A, not be met, the monthly repori sholl include steps to remedy the situotion olong with on implementotion schedule.
All work product is subjecl fo review ond occeptonce by the City, ond must be revised by the Controctor without odditionol chorge lo the City until found solisfoctory ond occepted by City.
V. Controctor willutilize the following personnelto occomplish the Services:
Professionol ond quolified personnelto be selected by Controctor. 2013032.2
A-6
lll.
lv.
EXHIBIT "8"
SPECIAT REQUIREMENTS
(Supersedin g Conlroct Boilerplote)
Seclion 3.4 entitled "Term" is hereby omended to reod os follows (odded text shown os bold i,folics; deleted text shown os s*riketh+esghs):
Unless eorlier terminoted in occordonce with Article 7 of this Agreement, this Agreement sholl continue in full force ond effect until completion of the services but not exceeding three (3) yeors from the dote hereof, except os otherwise provided in the Schedule of Performonce (Exhibit "D"). The City moy, in its sole discretion, extend the Term for two (2) odditionol one-yeor terms. ln the evenf fhe lerm is exfended of fhe City's oplion, fhe rofes sholl be increosed by the increose in CPI over lhe prior l2 monfhs (CPl lr'.ILB Metro sfofislicol oreo).
Section 4.6 enlitled "Locol Preference" is hereby odded lo reod in its entirety os follows:
4.6 LocolPreference
The City is on economicolly disodvontoged community with high unemployment ond the Ciiy in owording of controcts encouroges the controctors to undertoke their best efforts to hire locolly. To thot end, Controctor covenonts it sholl moke its best efforts to couse oll solicitotions for full or port- time, new or replocement, employment reloting to the services performed under this Agreement. Best efforts include hoving o locol hiring progrom opproved by the City ("Locol Hire Progrom") which requires regulor reporting requirements necessory for evoluoting the complionce with the Locol Hire Progrom. ln oddition, the Controctor sholl: (i) odvertise in locol newspopers regording job opportunities, (ii) estoblish o point of contoct to provide informotion obout ovoiloble job opportunities to the community, (iii) conduct 20't3032.2 B-l
(b
(c
outreoch efforts to ottroct locol hires, subcontroctors ond trodesmen, ond (iv) coordinote locol hire workshops with the City to educote potentiol locol su bcontroctors ond trodesmen o bout employment opportu nities." Section 5.4, entitled "Performonce Bond" is hereby deleled in ils entirety.
Seclion 7.7, entitled "liquidoted Domoges" is hereby omended in ils enlirety to reod os follows:
7.7 Comploints: Liquid
Comploints received by the City or through observotion by the Controct Officer, regording ihe Controctor's performonce will be tronsmitted to the Controctor's office in writing, by ielephone or focsimile, ond hondled by the Controctor. All comploints ore to receive o follow-up response within twenty-four (24) hours following notificotion of the Controctor. A report of ihe Controctor's investigotion ond the conective oction token sholl be mode promptly by the Controctor to the Controctor Officer. Repeoi comploints moy be hondled by o joint visit to the site by o City lnspector ond the Controctor. Comploints recelved directly by the Controctor sholl be submitted in writing to the City on the doy such comploints ore received. Controctor sholl moinioin o log of comploints received ond conective octions implemented which sholl be submitted to the City within ten (10) doys following the end of the month. Repeot comploints of poor service quolity of similor noture sholl be hondled in the monner prescribed below. These penolties ore provided to provide on olternotive to Agreement ierminotion for minor performonce foilures by Controctor. Nothing herein sholl woive the right of the City to terminote the Agreement for repeoted or moieriol violotions of ihe performonce stondords.
An iniiiolcomploint sholl be hondled in occordonce with the subsection (o) of this Section.
When the Controct Officer determines thot odditionol violotions of o similor noture hove occuned within ony 'l80 colendor doy period, o written comploint sholl be filed with the Controctor by the City. The written comploint sholl include o description of the comploint of the Conirocior's performonce ond worning thot the next comploint will result in the qssessment of liquidoted domoges in ihe omount of $100 per incident, provided thot ofter 2013032.2 B-2
the fourth incident in ony 180 doy period the penolty sholl go to $500 per incident.
When the Controci Officer determines thot o third violotion similor in noture os the previous violotion hos occurred within I80 doys of the moteriql violotion, o written comploint sholl be filed with the Controctor by the City. The written comploint sholl include o description of the compliont of the Controctor's performonce, ond 6f the penolty therefore. The Controctor Officer ond/or designee sholl meet with the Controctor within five (5) working doys ond develop o wrltten corrective oction plon to prevent further occurrence of the problem. The conective oction plon sholl be prepored by the Controctorwithin ten (10) working doys ofier the meeting between the Controct Officer ond/or designee ond Controctor. The conective oction plon is subject to the opprovolof the Controct Officer. violotions continue, the City moy provide notice of terminotion in occordonce wiih 2013032.2 B-3
tf
Article
EXHIBIT "C"
SCHEDUTE OF COMPENSAIION
CIIYWIDE GRAFFITI ABATEMENT SERVICES
complete the form below, providing itemized costs for eoch service cotegory. All e lobor, moteriols, equipment, odministrotion, ond ony ossocioted overheod.
Services
Services (As-Needed) NO SUNDAYS
D-l
Annuol Totol ($)Estimoied
Frequency
6 DAYS
Unit Cost ($)
Est. 3 coses/week ,
52 weeks
tol Documentotion & Weekly
ehicle, Equipment, Fuel & $r9,840.00
AL BASE ANNUAL COST
Unii Cost ($)
20't3032.2
Se vice Cotegory
l.
C
)oily Potrol & Abotement -
mmerciol Conidors
6 doys/week x 52
weeks
$2,5s0.00 $r32,600.00
2. &
ryeekly Poirol - Residentrol Streets
:ost River Woll
I doy/week x 52
weeks
$e00.00 $46.800.00
J.
&
{eekend Sweep - Key Conidors
Volkwoys
I weekend/week x
52 weeks
$s3s.0o $27,820.00
4. U
)n-Coll Response - Reported
:ffiti
Est. l0 colls/week x
52 weeks
lncluded lncluded
( )rivote Property Abotement lncluded lncluded
6. f roffiti Removol Moteriols Annuol Lump Sum $r5,000.00 $r 5.000.00
7. Rt
1 report/week x 52
weeks
lncluded lncluded
8. Annuol Lump Sum $r 9.840.00
?. \dministrotive/Monogement &
y Coordinotion
$200/month " 12
months
$200.00 $2,400.00
Ir
$244,460.00
C rtionol Service Estimoted
Frequency or
Scope
Estimoted Cost ($)
ll Emergency Groffiti Removol Per coll lncluded lncluded 101
il
&
Speciol Eveni or Pre-Event Potrol
)leonup
Per event (flot
rote)
lncluded lncluded
1t
C
Murol/Vo ndolized Artwork
loning
Per occunence lncluded lncluded
I After-Hours or Holidoy Response Per coll lncluded lncluded It
Pr
, Additionol City-Requesied
trol Areos
Per doy Included lncluded
lt
o
Troining or Community
treoch Events
Per event/hour lncluded lncluded
I
EXHIBIT "D"
SCHEDUTE OF PERFORMANCE
Controctor sholl perform oll Services in occordonce with the procedures set forth this Agreement.
Unless eorlier terminoted in occordonce with Article 7 of this Agreemeni, this Agreement sholl continue in full force ond effect for three (3) yeors from the dote hereof (the "Term").
The City Council moy, in its sole obsolute discretion, extend the Term by two (2) one-yeor extensions so long os funds hove been opproprioted for the Services under this Agreement.
The Controct Officer moy opprove extensions for performonce of the services in occordonce with Section 3.2.
D-l
2013032.201
il.
NOTICE OF AWARD
i Protective Services, lnc. FOR GRAFFITI ABATEMENT:
Public Works Division
Proposoldoted May 29,2025 . is occepted for the totol controct of$ )44 46'0,
You required by the "SECTION lV REQUIRED POST RFP DOCUMENTS" to execute the documents Wthin ten (10) doys from the dote of moiling ihis Noiice. Pleose sign one copy of ihe of Aword upon receipt ond return.
ACTOR THE CITY OF BELL
Kenneth Jones
Public Works Monoger
(Dote)
By:.
2013032.2
N-t
NOTICE TO PROCEED
ffiti Protective Services, lnc. DATE:
Kenneth Jones
Works Monoger, City of Bell
is hereby given thot you ore outhorized ond directed to proceed wiih ihe following project in with the controct documents:
Citywide Groffiti Abolemenl Services
Public Works Deporlmenl Services Division
hove been received ond ore on file with the City Clerk of the City of Bell:
The Agreement Fully Executed
Workers' Compensoiion lnsuronce Certificote
Liobility lnsuronce Policy or Certificote
lnsuronce Forms
sholl commence on the dote of issuonce of the City's written Nolice to shollcommence within five (5) colendor doys from the dote of this Nolice lo Proceed ond is completed within . Annuol work sholl be completed within the time bosed on the work to be performed.
Kenneth Jones
Public Works Monoger
N-2
2013032.2