Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Consultant.
6.9 Consultant's Personnel.
6.9.1 All services required under the Agreement will be performed by Consultant, or under Consultant's direct supervision, and all persoru'iel shall possess the qualifications, permits and licenses required by State and local law to perfonn such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.
6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in perfori'ning services required by this Agreement, and compliance with all reasonable performance standards established by City.
6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.
6.9.4 Consultant shall indemnify and hold harinless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of persoru"iel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.
6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.
6.11 Legal Construction.
6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.
6.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 5116863.1-L235.0
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Agreement for Professional Services
Michael Baker Intl
6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.
6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, sub- consultants and agents.
6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant.
6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the teri'n of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the perfon'nance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a'Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or 5116863.1-L235.0
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Agreement for Professional Services
Michael Baker Intl
breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies perinitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.
6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or corn"iected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or infon'nation not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.
6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of deliveiy and depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY:
City of South Gate
Chris Jeffers, City Manager
8650 California Ave
South Gate, CA 90280
Email: [email protected]
TEL: (323)563-9559
WITH COURTESY COPY TO:
City of South Gate
Yodit Glaze, City Clerk
8650 California Avenue
South Gate, CA 90280
Email: yglaze@,sogate.org
TEL: (323)563-9511
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Agreement for Professional Services
Michael Baker Intl
TO CONSULT ANT:
Richard Beck
Principal-In-Charge
Michael Baker International, Inc.
5 Hutton Centre Drive, Suite #500
Santa Ana, CA 92707
[email protected]
(949) 472-3505
6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.
6.23 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.
6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.
7. EFFECTIVE DATE. The effective date of this Agreement is March 15, 2023, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally.]
5116863. l-L235.0
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Agreement for Professional Services
Michael Baker Intl
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF SOUTH GATE:
By:
Maria del Pilar Avalos, Mayor
Dated:
ATTEST:
B7:
Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FO
Raul F. Salinas, City Attorney
Michael Baker International, Inc:
B7:
Richard Beck, Principal-In-Charge
Dated:
51 16863.1-L235.0
120
CITYMANAGER'S OFFICE Item No. 4
MAR - 8 2023
Ciffl of South Gate
CITY COUNCIL
AGENDA BaILL
DepartmentDirector:
For the Regular Meeting of: March 14, 2023
Ori a a ent: Public Works
City Manager:
C'rle(rers
SUBJECT: AMENDMENT
OUTFRONT /JCDECAUX,
ADVERTISEMENT
N0. 3 TO
LLC FOR BUS
CONTRACT NO.
SHELTER AND
1885A WITH
BUS SHELTER
PURPOSE: To approve Amendment No. 3 to Contract No. 1885A ("Amendment No. 3") with Outfront/JCDecaux("Consultant") extending the term of the contract through April 30, 2023, for bus shelters, street furniture and bus shelter advertisement services.
RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. 3 with Consultant through April 30, 2023, retroactive to November 2, 2015, to continue bus shelter and bus shelter advertisement services through April 30, 2023;
b. Authorizing the City Manager to negotiate and enter into an Atnendment No. 4 that is consistent with Amendment No. 3's terms and conditions up to an additional 12 months to provide time to negotiate a new contract or issue a Request for Proposal to procure a new contract; and
c. Authorizing the Mayor to execute Amendment No. 3 in a form acceptable to the City Attorney.
FISCAL IMPACT: Amendment No. 3 increases the minimrim monthly fee for bus shelter advertising and kiosk placement from $155 to $205 or 25 percent of net advertising revenue whichever is greater for a month period for a minimum total of $4,100 monthly. Such funds are revenue for the General Fund.
ANALYSIS: Amendment No. 2 to Contract No. 1885A was executed in 2010 and extended the contract term for five years. Presently, no contractual document exists between the City and Consultant because the contract has since expired. However, contract services have since continued on a month-to-month basis. Due to significant delays in executing the new agreement, the City Attorney's office has recommended the execution of Amendment No. 3 to retroactively extend the agreement from the expiration date in 2015 to April 30, 2023, under the same terms and conditions as originally agreed in Contract No. 1885A. Amendment No. 3 provides for an active contractual document, while the City negotiates a new contract with Consultant or issues a Request for Proposal to procure a new service provider through a competitive process. 1 121
Over the last few months, the Public Works Department has been working with the City Attorney's Office and the Consultant to finalize the new agreement which was approved in 2016. The process has been slow and will likely not be finalized by April 30, 2023. As such, the Council is requested to authorize the City Manager to negotiate a contract extension for up to an additional 12 months to provide time to negotiate a new contract or issue a Request for Proposal to procure such new contract.
BACKGROUND: Since 2000, the City has had a Bus Shelter Advertising Program and agreement in place for bus shelter advertising through Contract No. 1885A with the Consultant.
Contract No. 1885A has undergone two amendments. Amendment No. l was executed in 2005, and it amended the original name of the firm from Infinity Outdoor to Viacom Outdoor, Inc., and extended the agreement an additional five years. Amendment No. 2 was executed in 2010, and it amended the name from Viacom Outdoor, Inc. to CBS Outdoor Group, Inc., and amended the term an additional five years.
Contract No. 1885A expired in 2015; however, services and payments to the City continued.
Amendment No. 3 provides for existing services to continue under an active contract. Highlights of the services include the following:
* Ten bus shelters and ten kiosks at various locations throughout the City where advertising is allowed. Advertisements are limited in what can be displayed and outlined in the agreement.
* Maintenance of the bus shelter and kiosks inclusive of graffiti abatement at no cost to the City.
@ The rate structure of 25% of net revenue or $205 per location. For the 20 locations, this amounts to a minimum of $4,100 monthly in revenue for the General Fund. * City use of bus shelters and kiosks for advertising if advertising is unsold.
On October 11, 2016, the City Council approved a redlined version of a new contract with the Consultant, the successor firm of CBS Outdoor Group, Inc. to establish new terms and conditions for bus shelter and kiosk advertising. The new version altered the minimum monthly payment and the contract term. During a random check of agreements, it was discovered the agreement was never finalized with signatures by either party. Given the length of time that has passed and change in personnel, staff is unable to determine the rationale as to why the agreement was not finalized.
Though the agreement expired, Consultant has continued to pay the City quarterly since 2015 on a month-to-month basis and in the terms of the original agreement (2005). However, the payment received exceed both the minimum payment from the terms and conditions of the expired agreement as well as from the draft agreement approved on October 11, 2016.
Consultant was required to pay the City a minimum of $3,100 monthly which amounts to $297,600 for the last eight years. However, Consultant has paid the City approximately $392,867 based on the net revenue clause, which amounts to $4,092 monthly. 2 122
ATT ACHMENTS A. Proposed Amendment No 3
Amendment No. 2
Amendment No 1
ContractNo 1885A
IB lc
123
Attachment A
Amendment No. 3
to Contract No. 1885A
AMENDMENT N0, 3
TO AGREEMENT FOR OUTDOOR ,'U)VERTISING
THIS AMENDMENT NO. 3 TO AGREEMENT FOR OUTDOOR ADVERTISUING ("Amendment No. 3") is entered into and effective as of November 1, 2022 ("Effective Date"), by and between the City of South Gate, a California municipal corporation (the "City"), and Outfront/Decaux Street Furniture LLC, a Delaware limited liability company doing business as Outfront/Decaux ("Outfront Decaux"). This Amendment amends that certain Agreement for Advertising Bus Shelter Program, City Contract No. 1885(A), dated as of November 2, 2000 (the "Original Agreement"), entered into between the City and Infinity Outdoor, a Delaware corporation, which was subsequently amended by that certain Amendment No. 1 dated as of January 4, 2006 ("Amendment No. 1") entered into between the City arid Infinity Outdoor's successor, Viacom Outdoor Group, Inc. (which subsequently changed its name to CBS Outdoor Group, Inc.), and which was further amended by that certain Amendment No. 2 dated as of August 23, 2011 ("Amendment No. 2") entered into between tlie City and CBS Outdoor, Inc..
All capitalized terms used in this Amendment No. 3 shall have the same meanings ascribed to them in the Original Agreement, unless otherwise defined herein. As used herein, the term "Agreement" means the Original Agreement as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3.
RECIT ALS
A. Outfront/Decaux is the successor to CBS Outdoor, Inc., for purposes of the rights and obligations created under the Agreement.
B. The term of the Original Agreement, as modified by Amendment No. l and Amendment No. 2, expired on November 2, 2015.
C. At all times subsequent to November 2, 2015, Outfront/Decaux (and its predecessors) and the City have continued to perform under the Original Agreement, as amended, without formally extending the term beyond that stated in Amendment No. 2.
D. The parties now wish to formally extend the term of the Agreement for a period not to exceed six months in order to finalize the negotiation of a new contract to replace the Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOW8:
1. Extension of Term. The term of the Agreement shall continue until the earlier to occur of (a) the mutual execution by the City and Outfront/Decaux of a new contract to replace this Agryement, or (b) April 30, 2023. Thereafter, this Agreement shall terminate and be of no further force or effect.
2, Compensation to the City. Notwithstanding anything to the contrary set forth in Section V of the Original Agreement, Section 2 and Exhibit A of Amendment No. 1, and/or Section 2 and Exhibit A of Amendment No. 2, Outfront/Decaux and the City hereby agree that for the period from the Effective Date until the termination of the Agreement pursuant to Section 5282405.1-L235.53
f
124
l above, monthly compensation payable by Outfront/Decaux to the City under this Agreement shall be equal to the greater of Two Hundred Five Dollars ($205.00) per Site, or twenty-five percent (25%) of net advertising revenue derived by Outfront/Decaux from the Sites. Payments shall be made in quarterly iristallments.
3. . Not later than ten (10) days after the Effective Date, Outfront/Decaux shall provide the City with evidence satisfactory to the City that the insurance required by Section Wll of the Original Agreement is in full force and effect.
4. Affirmation o'f Obligations. Except as expressly amended by this Amendment No. 3, all terms and provisions of the Original Agreement, Amendment No. l and Amendment No. 2 shall remain in full force and effect. Without limiting the generality of the foregoing, Outfront/Decaux agrees that from the Effective Date until the termination of the Agreement pursuant to Section 1 above, Outfront/Decaux shall to all of the following:
4.1 Adhere to the minimum maintenance requirements set forth in Section III.F of the Original Agreement;
4.2 Repair or replace damaged, defaced or dangerous shelters and kiosks, as required by Section In.G of the Original Agreement; and
4.3 Comply with restrictions on advertising content pursuant to Section W of the Original Contract, and with any new restrictions reasonably imposed by the City; IN WITNESS WHEREOF, the City and Outfront/Decaux have executed this Amendment as of the date first set forth above.
"CITY"
City Of South Gate
a California municipal corporation
AI Rios, Mayor
ATTEST
"Outfront/Decaux"
Outfront/Decaux Street Furniture LLC,
a Delaware limited liability company
doing business as Outfront/Decaux
Yodit Glaze, City Clerk
APPROVED AS TO FORM:
RauPF. Saliffids, Esq., City Attorney
2 5282405.1-L235.53
125
Attachment B
Amendment No. 2
to Contract 1885A
AMENDMENT N0. 2
TO AGREEMENT WITH CBS OUTDOOR GROUP, INC. FORMERLY KNOWN AS VIACOM OUTDOOR, INC., SUCCESSOR IN INTEREST TO INFINITY OUTDOOR, INC. FOR OUTDOOR ADVERTISING
THIS AMENDMENT NO. 2 ("Amendment No. 2") TO AGREEMENT ("Agreement") WITH CBS OUTDOOR GROUP, INC., successor in interest to Viacom Outdoor Group, Inc. (formerly know as Infinity Outdoor), Contract No. 1885A, effective as of the date specified in paragraph 5 hereof, is made and entered into by and between the CITY OF SOUTH GATE ("CITY") and CBS OUTDOOR GROUP, INC. ("CONTRACTOR")
RECIT ALS:
WHEREAS, CITY and CONTRACTOR have previously executed that certain Agreement dated November 2, 2000, to construct, install, maintain ten (10) adverting bus shelters at location mutually agreed upon and ten (10) advertising kiosks to be place adjacent to City owned non-advertising bus shelters with Infinity Outdoor, Inc.; and
WHEREAS, in 2001 Infinity Outdoor, Inc., amended its name to Viacom Outdoor, Inc.; and
WHEREAS, effective January 2, 2006, Viacom Outdoor, Inc. amended its name to CBS Outdoor, Inc.; and
WHEREAS, on January 4, 2006, CITY and CONTRACTOR executed Amendment No. 1, to the Agreement for an additional five year term; and WHEREAS, on December 1, 2010, CONTRACTOR submitted a request to extend Contract 1885A, for one additional five-year term from November 3, 2€)10 to November 2, 2€)a)5.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. ARTICLE l: THE PROJECT
CITY and CONTRACTOR mutually agree to extend the terms of Contract Agreement 1885A for an additional five (5) years term commencing on November 3, 2€)1 0 and ending on November 2, 2015.
2. ARTICLE If: CONTRACT SUM AND PAYMENT
Compensation payable to the CITY shall be as set forth on Exhibit "A" attached hereto and made a part hereof.
l
126
Amendment No. 2
to Contract 1885A
3. ARTICLE Ill: CONTRACT DOCUMENTS:
The following exhibits to which reference is made in this Amendment are deemed incorporated herein in their entirety.
4. EFFECT OF AMENDMENTS.
Except as modified herein, either expressly or by necessary implication, the terms and Provisions of the Agreement between the CITY and CONTRACTOR shall remain in full force and effect. In the event of any inconsistency between the provision of the agreement and Amendment No. 2, the term of the Amendment No.2 shall prevail.
5. EFFECTIVE DATE.
Unless otherwise specified herein, this Amendment No. 2 shall become effective as of the date set forth below on which the last of the parties, whether CITY, CONTRACTOR, executes this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their respective officers hereunto duly authorized.
ATTEST:
Carmen Avalos, City Clerk
(SEAL)
APPROVED AS TO FORM:
R I F. Salinas, City Attorney
"CITY"
CITY OF SOUTH GATE
Signature
Senior Vice President Business
Title: Development
Date: August 8, 2011
127
Exhib t A
Year One:
(Nov.03, 2010-
Nov. 02, 2011) S135.00 Per shelter per month Guarantee or 25% of net revenue whichever is greater.
Year Two:
(Nov.03, 2011-
Nov. 02, 2012) S140.00 Per shelter per month Guarantee or 25% of net revenue whichever is greater.
Year Three:
(Nov.03, 2012-
Nov. 02, 2013) 5145.00 Per shelter per month Guarantee or 25% of net revenue whichever is greater.
Year Four:
(Nov.03, 2013-
Nov. 02, 2014) 5150.00 Per shelter per month Guarantee or 25% of net revenue whichever is greater.
Year Five:
(Nov.03, 2014-
Nov. 02, 2015) S155.00 Per shelter per month Guarantee or 25% of net revenue whichever is greater. y 128
Attachment C
AMENDMENT NO. I
TO AGREEMENT (CONTRACT 1885A) WITH VIACOM OUTDOOR GROUP INC. (SUCCESSOR IN INTEREST TO INFINITY OUTDOOR)
FOR OUTDOOR ADVERTISING
THIS AMENDMENT NO. l TO AGREEMENT (CONTRACT 1885A) }VITH VIACOM OUTDOOR GROUP INC., successor in interest to infinity outdoor, effective as of the datespecified in paragraph 5 hereof. is made and entered into by and between the Cn'Y OF SOUTH GATE ("CITY") and VIACOM OUTDOOR GROUP INC (successor in interest to mfinityOutdoor) ("CONTRACTOR").
RECIT ALS:
A. CITY and CONTRACTOR have previously executed that certain Agreement dated November 2, 2000 relating to construct, install, maintain, repair and manage ten (10) advertising bus shelters at location mutually agreed upon and ten (10) advertising kiosks that were be placed adjacent to the City owned non- advertising bus shelters approved by the South Gate City Council.
B. CONTRACTOR has requested from the CITY to extend this agreement for an additional five (5) years.
C. CITY and CONTRACTOR desire to amend certain terms of said Agreement as set forth herein:
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. ARTICLE I: THE PROJECT
CITY and CONTRACTOR mutually agree to extend the terms of Contract Agreement 1885a for an additional five (5) years period cornrnencing on November 2, 2005 andending on November 2, 2010.
ARTICLE II: CONTRACT SUM AND PAYMENT
Compensation payable to the CITY shall be as set fo* on Exhibit A attached hereto andmade a part hereof.
3. ARTICLE III: CONTRACT DOCUMENTS:
The following exhibits to which reference is made in this Amendment are deemed incorporated herein in their entirety:
Exhibit "C" Agreement No. 1885a with Infinity Outdoor, currently known as ViacomOutdoor Group Inc.
Revised 5/04
129
4. Effect of Amendments
Except as modified herein, either expressly or by necessary implication, the terms and Provisions of the Agreement between the CITY and CONTRACTOR shall remain in full force and effect. In Lhe event of any inconsistency between the provision of the agreement and Amendment No 1, the term of the Amendment No. l shall prevail.
5. Effective Date
Unless otherwise specified herein, this Amendment No. 1 shall become effective as of the date set forth below on which the last of the parties, whether CITY, CONTRACTOR, executes this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. l to this Agreement to be executed and attested by their respective officers thereunto duly authorized.
ATTEST:
(' (- 'tV)C'\
Carmen Avalos, City Clerk
APPROVED AS TO FORM:
CJTY A'ITORNEY'S OFFICE
i
[) ts
Ra$ Salinas,aaty Attorney
Revised 5/04
"Cn'Y"
CrI'Y OF SO
Gregory M
Date:
a70I:
"CONTRACTOR"
VIACOM OUmOOR GROUP, INC.
Title: 'l s( e !i t S I it(a(II , V t't) i- r"i ]l (ot4i 0,('I.( ,i Date: il l0 200:i
130
Exhibit A
VIA(O)A
Robert T. Did<ey
Director of Public Works
City of South Gate Department of Public Works
8560 California -Avenue
South Gate, California 90280
September 29, 2005
Dear Roben:
" Q rl'ffi
The bus shelter agreement #1885(a) between Viacom Outdoor, and theCity of South Gate is due to exp#e on November 1, 2005.
As stated in Semon V of the agreement: "[f the CITY and CONTRt4CTOR agreeto renew die Agreement for an additiomlfrve (5) years, CONTRACTOR agrees to payCITY the amozmt speci7fted in the Proposal." We would like to extend our agreement with the City of South Gate for anadditional five years according to the gaph telow:
IContract Year
# Of Sh-elters - Guarantee per
Shelter / Month lTotal Gugantee perYear
Ilcunent 20 $85 $20,400 *
!2currem 20 $90 $21,600 *
i3currem 20 $95 $22,800 *i 4 currem 20 $100 S24,000 *I 5 cunem 20 $105 $25,200 *16 extension :'O $110 $26,400 *7 extension 20 $115 $27,600 *8 extension 20 $120 $28,800 *9 extension 20 $125 $30,000 *10 extension 20 $130 $31,200 * Total Guarantee: $258,000" Or 15% of net revenue whichever is greater Franchise Manager
lf the city accepts our tenns, I will have our laqers draft an extension to theagreement. We Iook forward to the city's thoughts and decision on this matter.
J Jo
1731 Workman Street. Los Angeles, CA 900-'] C323) 222-7171 F'JX: (323) 225-0247'/VWW.VIACOMOUTDOOi;'.COM 131
Attachment D
lGiNAL
,",isgs C"")
fl Ol -03 -C(D
AGREEMENT FOR ADVERTISING BUS SHELTER PROGRAM
This Agreement for Advertising Bus Shelter Program ("%reement" herein) is made and entered into this second day of November, 2000, by and between the City of South Gate, a municipal corporation located at 8650 California Avenue, South Gate, California 90280 (hereinatter referred to as "CITY") and Infinity Outdoor, a Delaware corporation located at 1731 Workman Street, Los .Angeles, Califomia 90031 (hereinafter referred to as "CONTRACTOR").
WlTNESSETu
This Agreement is made and entered into with respect to the following facts:
.A. The City seeks to have installed ten (10) new bus shelters with advertising panels and related amenities (hereinafier referred to as "advertising transit shelters") at various sites located throughout the City, and ten (10) advertising kiosks (hereinafter refened to as "advertising kiosks") adjacent to existing City-owned bus shelters.
B. Based upon the =Hus Shelter Proposal,"submitted by CONTRACTOR, dated May 3, 2000 ("Proposal" herein) and attached herein and incorporated by reference as Exhibit "A," the CITY has selected CONTRACTOR to perform such services subjed to the terms and conditions set forth in this Agreement
SECTION I.
AUTHORIZATION
The CITY, for and in consideration ofthe performance of the services contained herein and the covenants agreed upon by CONTRACTOR, hereby authorizes CON'IRACTOR at its sole risk and expense to enter upon and use those certain twenty (20) bus transit stop sites along public right-of- ways as set forth in Exhibit "B," attached hereto and incorporated by reference (hereinafter referred to as the "Sites") for the purpose of constructing, installing and maintaining a total of ten (10) advertising transit shelters at designated Sites, and a total of ten (10) advertising kiosks at Sites to which the CITY currently maintains bus transit shelters. CONTRACTOR acknowledges that it shall use and maintain all advertising transit shelters in accordance with this Agreemerit and the ordinances, rules and regulations of the CITY.
The CONTRACTOR agrees, as an Independent Contractor, to perform all work and f'urnish all materials at its own proper cost and expense, necessary to complete in a good, workmanlike and substantial mar'u'ier the placement of advertising bus shelters and advertising kiosks in accordance with the specifications for said project as specified in its proposal entitled "Bus Shelter Proposar, hereinafter called PROPOSAL, a copy of which is attached hereto and marked Exhibit "A" and incorporated by this reference.
The parties acknowledge that at the time of execution of this Agreement, not all of the subject Sites may be identified. Notwithstanding this matter, CONTRACTOR agrees to provide pursuant to 132
Agreement uith Irfinity Outdoor
Advertising Bus 8helter Program
this Agreement ten advertising transit shekers and ten advertising kiosks at no less than hventy locations or Sites within the Citya of South Gate, svhich such Sites to be determined and agreed upon by the Part'es. rn the event CITaY and CONTRACTOR can not agree on the location of all Sites, CON 'IRAC,OR agrees that at least five (5) of ihe Sites shall be selected based upori nder and transit senice reqiirements, regardless of suitability for advertising. 'The parties acknou'ledge that the Sites set forth herein constitute the real property of the CITY, atid that this Agreement shall in no way be coristnied to grant CONTRA(,'OR any right or interest in said real property, but that inder the temis of this Agreement, the CIn- grants CONTRACI'OR a revocable license to enter upon, corishuct, install axid maintair> the hit shelters as authorized hereby.
CITY ;yees that or% one transit shelter shall be permitted at each of the t'iventy (20) transit stop Sites i.inder tlThs Agreernent.
SECTION II.
SCOPE OF PROFESSIONAL SERVICES
A. CONTRACI'OR shall perf-orm those sen'ices consisting of the design, installation and rnaintenance of h-ansit shelters as specified in its Proposal. Peformance of the work specified in said Proposal is made an obligation of CONTRACI'OR under this Agreement, subject tO any changes made subsequently upon the mutual written agreement or il'ie part'es. All of the above mentioned documents are intended to complement the other documents so that any work called for in one, and not mentioned in the others, or vice versa, is to be executed the same as if mentioned in all of said documents.
B. CONTRACI'OR sliall act as an independent contractor in the peiformance of the sen'ices provided for in tis Agreement and shall furnish such senices iti CON-I'RA(,'OR's ovsn manner and method and in no respect shall CONTRACI"OR be considered an agent or employee of the CITY. As an independent contractor, CON"I'RACI'OR shall have no power or authonty to incur axiy debt, liability of obligafion on behalf of the (,ITi'.
SECTION III.
CONTRACTOR'S RESPONSIBILITIES
A, All such work under this Agreement shall be peformed by CON"I'RAC,TOR at its sole ex'perise and at no cost to CI Tk'. In adition, CON'IR'iCTOR shall pay for all costs of ivhatsoever nature incurred by COThTRACI'OR in connection with the Agreement. CONTRA(,'OR declares that he has exarnined the location of the Sites, or ivill exarnine the location of the Sites, and has satisfied )iiniselj' as to the nature and location of the work, and }ias fully iriformed }iirnself as (O all conclitions and matters which can in any way atTect the work, or cost thereof. /J 133
Agreement vvith Infinity Outdoor
Advertising Bus Shelter Program
B. CONTRACI'OR shall pay all necessary fees, costs and shelter installation permits, including any CI"n', state and/or federal requirements associated vvith site development Or shelter constnictions pursuant to this Agreement, CON TRACI'OR hereby agrees that all shekers constructed and rnaintained pursuant to this Agreement shall cornply with all applicable goverrunental building codes and regulations. j'V such shelter designs shall comply ivith all applicable design specifications set Fosth by the CI"IT.
C. CONTRA(,'ORshallerectthefirsttransitshelterwithinsixweeksfromtheeffect've date of this Agreemerit, if reasonably feasible. This time frarne is contingent 11pOn design and Site approval by the CI'l'. If any undue delays out of the control of either party are anticipated by either party then ivritten acknoivledgment ma)a siffice to exl:ilain any such delay.
D. CONTRACI'OR shall build the transit shekers in a design mutually acceptable to the CONTRACT OR and the CI -. Each transit shelter shall have a minimum of tivo (2) advertising panels, measriring no more than 48 inches ivide and 72 inches high, either placed back to back, or position to form a tffangular display. -{11 netv shelters and benches shall be of the same design and color as the existing CITY shelters and as displayed in CONTRACI'OR'S proposal to the CITY, except that the 10 CONTR{CTOR'S shelters sball include a mesh side and rear panel as presented in the display model provided to the CITY. CONTRACTOR will subniit ariy necessary enficermg draivings and calculations to the CITi- for approval before installation of shelters and kiosks. Shelter advertisements and overhead roofing shall cont.i lighting to illuminate the inner area of the sheker.
No trees shall be removed, changed or altered w'thout ihe prior written approval of the CI'lY. .'J1 shelters shall be eqiipped svith a street name affixed to the fascia. Each transit shelter shall come eqiupped with one (l) bench uith a back ;ind one (l) thirty (,30) gallon trash receptade, to be provided by CONTRA(,'OR.
E. COh TRAC)TOR shall fiimish and pay for all charges for electrical conriec['ons and the energy or ut'lity used and supplied to the transit shelters. Moreover, CONTRACTOR sliall indemnify the CITY against any and all costs and charges arising out ofthe use, maintenance and the constniction thercof.
F. CONTRACI'OR shall maintain all tsventy (20) advertising transit shelters at least twice tveeUy, with such maintenance to include, but not be limited to, sweeping, cleaning and emptying trash receptacles. CONTRACTORsliallkeepalladvert'singtransitsheltersfreeofgraffiti,litteranddebxis, and steam clean siden a minin'ium of tti'ice yearly, or as need dictates at each such shelter locaThon.
G. COh "I"RAC!'OR shall, to the ten (10) advertising transit shelters and advertising kiosks otmed by CONTRACTOR, at its sole expense, replace or repair any and all damaged or defaced shelters or individual paffi thereof immediately, but in no event longer than twenty-four (24) hours after notification of such damage or defacement is received by telephone or otherw'se to CONTRACTOR f'rom CI'n'; Hirovided, however, that if such damage or defacement renders the shelter dangerous to the public's }iealth, safety Or vvelfare, CONTRACI'OR shall respond irnrnediately, within four (4) hours of notice from CITY to CONTRACI'OR, regardless of the day or time of such occurrence.
CONTRACI'OR shall, uith respect to the ten (10) bus shelters currently otmed by ', not'fy CITY ota any damaged shelters or incliyidual parts thereof immediately. CONTRA(,'OR ivill provide any needed labor to repair the bus shelters owned by CITY; however, CITY is solely responsible for 134
Agreement ivith Infinity Outdoor
.Advemsing Bus Shelter Program
payment of any damaged or defaced parts, except ivith respect to any damage to the advertising kiosks.
Darnage or replacement of the advertising kiosks or any pans thereof shall be the sole responsibility of the CONTRACI'OR.
H. CONTRACI'OR, at its sole cost and expense, shall relocate any advertising transit shelter constniaed under Ths Agreement if requested to do so by CITY because of redeveloprnent, traffic hazards, or changes in bus routes. Any such advertising transit shelter so relocated shall be relocated to a location mutually agreeable to both parties. CITY agrees to give CONTRACI'OR thina (,30) days ivritten riotice to do so and vvill make attempts to find a replacement location(s) for C(NTRA(,'OR.
I. COh "IRACT'OR retains the rigt"it to remove any advertising transit shelter upon %a(30) days svritten notice to the C' in the event any restriction on the installation or maintenance of advertising is hereafter imposed by statute or by ordinance of CITY, state or federal government, or in the event proper authorities should hereafter establish any rules, regulations or ta.'vation which shall have the effect of so rest'cting location, construction, maintenance opera6ons of the advertising transit shelters so as to dinsh the value of such transit shelter for advertising purposes. CONTRACI' OR shall relocate any advertising transit shelter constnicted under this Agreement because or redevelopment, traJfic hazards, or changes in bus routes. -Any such advertising transit shelter so relocated shall be relocated to a location mutually agreeable to both parties. In the event CITY and CONTRA(,'OR can not agree on tl'ie location ofall Sites, CONTRAC"I'OR a@ees that atleastfive (5) of the Sites ivill be selected based IIPOII rider and h-ansit setv'ce requirements, regardless ofsuitability for advertising.
J. '[.Tpon removal of any or all of the advertising transit shelters constructed by CONTRACT OR, all material shall be removed from the Sites, and each of the said Sites shall be restored to (he condition existing prior to installation. AJJ uies shall be removed and holes shall be filled. .'V such work required hereby shall be performed by CONTRA(,'OR at its sole ex'pense and at no cost to the CITY. Upon removal of any or all of the advertising kiosks at City- osmed bus shelter sites, said shelters shall be convened back to solar lighting. Upon expiration of the term, the CITaY shall have the option to either (a) direct the CONTRACI'OR, at the CONTRAC'I'OR'S cost and ex'pense, to remove the shelters aiid restore ihe respective sidesvalk and curbs to a saf-e condition, or (b) the CI'IY ssill negotiafe to buy the advertising transit shelters from CONTR.ACI' OR. If the CI Ti' exercises option to purchase advertising transit shelters, the Ciiy viill buy such shekers at their undepreciated book value, which shall mean the cost of materials, manufacture, construction, installation and elect'fication, including all applicable sales taxes, the cost of required bonds and the cost of &ect supervision, less depreciation on a straigl"it luie basis using an annual rate of depreciat'on subject to audit conducted by the CI'IY, consistent w'ffi generally accepted accotinting principles, which audit shall be final, condusive and binding. i( 135
Agreement with Infinity Outdoor
,Advertising Bus Shelter Program
SECTION IV.
CITY'S RESPONSIBILITIES
CI- shall pros'ide over;'Jl administration of tube transit shelter prograni including policy direction. The Director of Community Development, or a designated representative, shall have the nght of general supen'ision of all svork performed by CON TRACTOR and shall be the CI"I't"S agent faor obtaining CON TRACTOR'S compliance to all the terms and conditions hereunder.
SECTION V.
COMPENSATION TO THE CITY
COS'IRACI'OR hereby agrees to, and shall, pay to CITY the surn of S83.00 or 1.5% of gross advertising revenue, minus advertisinH agency commission, per advertising shelter, per month, ivhichever is greater, for the first >aear of this Agreement; sgo.oo, Or 15% of advert'sing revenue per shelter, per month, svhichever is greater for the second year; S95.00, or 15% of advertising revenue, per shelter, per month, svhichever is greater, for the third year'; S 100.00, or L5% of advertising revenue, per shelter, per month, whichever is greater, for the foirth year; and S105.00, or 15% of adveriising revenue, per shelter, per month, whichever is gca)ter, for the fifth year of ttus Agreement. If the CIT/ and CONTRACTOR agree to renew the Agreement for an additional five (.5) years, CONTRA(,'OR a@ees to pay CITY the amount specified in the Proposal. Said amount shall be paid in quarterly installments commencing at the end of the first three month period from the date CONTRACTOR has installed the first shelter or advertising kiosk specified by this Agreement, and shall continue quarterly thereafter until the ex'piration of this Agreement, or any extension thereof, w'th the last such payaxnent due and payable on that date. Until CON TRACTOR has installed the ten (10) advertising transit shekers and the ten (10) advertising kiosks proiided for in this Agreement, and at any time CONTRACT' OR is maintairiing less than twenty (20) shelters, the amount owed shall be ac5usted on a pro rata basis. Likeivise, if more than twenty (20) ad-bearing shelters are maintained at any time, the amount owed the CITY shall be adjusted. The adjusted amount owed will be pro rated by compensating the CI'I' on the number of days that a shelter is installed. It is the intent of the CONTRACI'OR and CITY to have the minimum 20 advert'sing transit shelters installed as soon as possible from the effective date of this Agreement. If a shelter is removed due to any reason ( i.e., bus stop change, constnict'on), then both part'es ivill work together to identify replacement sites so as to minimize the amount of reduced revenue to the CI 'na.
SECTION VI.
ADVERTISING CONTENT
A. "I'he displays of advertising a"ansit slielters or adver't'sing kiosks shall be used solely for advertising material or public senfflce announcements. CONTRACTOR hereby agrees that it shall utilize the transit shelters only for advertising material and shall not use the advenising transit s}ielters 136
Agreement ivith Infinity Outdoor
Advertising Bus Shelter Program
or the advertising kiosks to display or promote indecent or vauJgar advertisements, nor for advertisements of tobacco, alcohol or relafed products. For purposes of this Agreement, "indecent or i'ulgar advertisements" indudes but is not lin'iited to advert'sements which are of a sexually-graphic or explicit nature, impede traffic safetv or does not promote aesihetics of the cornrnunity.
CONTRACTOR sliall remove any advertising that the CITY, in its sole discretion, deems inappropriate or inconsistent wtth cornmunity standards. III the event such a determinaLion is made, all such advertising sliall be removed or relocafed vvithin twenty-flour (24) hours after oral notiticat'on, svith viritten riotice to follow from CI' requesting the removal of such matetial. Should CONTRA(,'OR fail to remedy such situation ivithin ihe given time restraints, CITY may elect to remove the inappropriate advertising and ffie costs associated svith said removal shall be the sole responsibility of CO%TRACI'OR. In addition, no advertising sign or device shall be permitted uhich:
(1 ) Displays the words "Stop ," "Drive-in", or any other word, phrase, syw'ibol or cliaracter sv)"iich, as determined by Cr'IY, may interfere svith, mislead or direct vehicular traffic. (2) Consists of rotating, revoliing or flashing light devices or any other moving pai'ts. (3) In the sole discretion of CI"I'l' contains any depiction of an act of an immoral, violent rir debasing nature, or othenvise not in keeping with standartls and surroiinding locale. (4) Displays messages or language prol'iibited by federal or state law or by CI ' ordinance.
B. CONTRACI'OR agrees any and all unsold space shall be made available to the CITY for public senice announcements, at no charge to the aTY. COATRACI'OR s}tall post atid remove these public senice announcements at no charge to the CITY. The production of the CITY's public service announcement posters shall be the responsibility of the CITY and shall be done at its sole eXpenSe.
SECTION VII.
INDEMNIFICATION
'The CON'IRACTOR agrees to and shall defend, indemnify, protect and hold hatmless CITY and its officers, officials, employees and agents from and against all claims, demands, lawsuits, defense costs, civil penalties, expenses, causes of action, judgtnents at law or equity, or liability of ariy kind or nature, including reasonable atforney fees and costs, directly or indirectly arising from, caused by, or related to d'ie negligent or wrongful act or omission by CONTRACI'OR, any subcontractor(s), or anyone directly or indirectly employed by CONTRACI'OR, or its subcontractor(s) for whose acts CITY may be alleged to be liable, except sihere such acts or liability arise from or are caused by the clirect and sole negligence or vvillful misconduct of the CrIY.
The CON TRACTOR represents that it is an wholly independent contractor and ivill not make any cl aim for unemploymem or social seairity taxes, :m'id/or compensation, and will pay for any income tat on eaming. Neither the CITY nor any of its officers, employees or agents shall have control over the conduct of the CONTRACTOR, except as expressly set forth herein. 'The CON TRACI'OR sh,'ill 137
Agreement with Infinity Outdoor
Advertising Bus Shelter Program
not at any time or in any fashion represent that it is in any manner an officer, employee or agent of the CITY. No employee benefits shall be available to CONTRACTOR in connection vvidi the performance of this Agreement. Except aS prosided in this Agreement, C%TY shall not pay salary, wages, or otJher compensation to CONTRACTOR for performance hereinder. CI Ti- shall not be Iiable for compensat'on to CONTRACTOR for injury or sickness arising out of perfomiing the services hereunder.
SECTION VIII.
INS[TRANCE
CON TRAOR shall not commence ivork under this Agreement until CONTRACI'OR has obtained all insurance required hereby and such insurance shall have been approved by CITx- as to f-orm, aniount and camer, nor shall CONTRACI'OR allow any subcontractor to commence iiaork on any subcontract until all similar insiirance required of the subcontractor shall have been so obtained arid approved.
The CONTRA(,'OR shall procure and maintain for the duration of the Agreement insurance against claints for injuries to person or damages to property vihich may arise from or in connection with the peformance of the service hereunder by the CONTRACI'OR, his agents or representafives.
The CONTRACI'OR shall maintain limits no less than: General Liability ofSl,000,000 per occurrence for bodily injury, personal injiuy and property damage; Vehide Uability of $1,500,000 per occurrence for personal injury and property damage: Contractual General U*iliq in an amount of not less ffian $1,000,000. COhTRACI'OR shall fiirther ,yee to carry, at his own expense, workers' compensation insurance in accordance ivith the law of the State of California.
Any deductibles or self-insiu'ed retention must be declared to and approved by the CITY. At the option of the C-, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the CffY, its officers, officials, employees and volunteers; or the CONTRACI'OR siiall procure a bond guaranteeing payment of losses and related investigations, claim administrafion and defense expenses.
'The general liability and vehide liability policies are to contain, or be endorsed to contain, the follosvmg provisions:
(1) The -, its officers, officials and employees are to be covered as insured as respects; liability ;mising out of activities performed by or on behalf of the CON TRACI'OR products and completed operations of ffie CONTRACI'OR, premises oimed, leased, liired or bonosved by the CONTRACI'OR. Toe coverage shall contain no special lirnitafions on the scope of protect'on afforded to the CITY, its officers, officials or employees.
(2) For any claims related to this contracI the CONTRACI'OR'S insurance coverage shall be primary insurance as respects the CITY, its officers, offi6als, employees and 138
Agreement with Infiniq Outdoor
Advertising Bus Shelter Program
volunteers. Any insurance of self-insurance maintained by the CITY, ic officers, officials, employaees and volunteers shall be excess of the CONTRACI-OR'S insurance and shall not contribute with it.
(3) Any failure to comply svith reporting or other provision of the policies induding breaches of warranties shall not affect coverage provided to ffie CITY, its officersi officials, employees or volunteers.
(4) The CONTRACI'OR'S insurance shall apply separately to each insured against whom clairn is made or suit is brought, except uith respect to tile limits of the insurer's liability, (5) Each insurance policy required by this dause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after ihirty (30) days' prior written notice by certified mail, retuni receipt requested, has been given to the CITY.
Insurance to be placed ivith insirers which are "admitted" in the St.aw of California and have a current A.M. Best's rabuig of no less than A:l'In, unless otherwise acceptable to the CITY.
SECTION IX.
NONDISCRIMINATION
CONTRACI'OR shall not disairninate in its recniiting, g, promotion, demotion or termination practices OII the basis of race, color, sex, age, relig'on, national orig'n, disability, or any other basis prohibited by law, in the peformance of this Agreement and shall comply with the prosisions of the State Fair Employment Practices Act.
CONTRACI'OR hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act and in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONTRAC'I'OR so employ such unauthorized aliens for the performance of work and/or senices covered by this contracI and should the Federal Government impose sanctions against the CITY for such use of unauthorized aliens, CONTRA(,'OR hereby ,yees to, and shall reimburse CITf for the cost of all such sanctions imposed, together vvith any and all costs, induding attorne)'s fees, incurred by the CITY in connection therewith.
SECTION X.
COMMENCEMENT AND TERMINATION
A. The terms of this Agreement, unless terminated sooner, shall be for five (5) years cornmencing upon the effectme date of this Agreement ("Commencement Date") and continuing for five (5) years after such Commencement Date. Except as expressly provided in subsection B or C of this Section X, this Agreementmay be terminated by the CITY only for good cause and after the CITY has notified CONTRACI'OR in writing the reason(s) ivhy such action is contemplated, giving CONTRACI'OR sufficient time within which to conect any deficiency ishich may be the reason ivhy 139
Agreement with Irfinity Outdoor
Advertising Bus Shelter Program
the CITY is contemplating terminafion of the Agreement, and only after a public meeting is held before the City Couna at which CONTRACI'OR shall be given an opportiu'iity to respond as to svhy this Agreement should not be terminafed by the CITY. A violation of Section VI of this Agreement shall be cause for a s termination of this A@eement or license revocation with respect to the specific advertising transit shelter or kiosk involved, and if such violation continues for 72 hours after notfication, then CITY may irnrnediately, and without fiirttxer notice, delete such shelter or kiosk from the operation of this Agreement and neither CONTRACI'OR, nor its advertisers, shall }iave any further rights thereto.
B. CONTRACI'OR acknowledges that its use of the CITY's public right of ways under this Agreement is subordinate to CITY's ciurent or future use of its real property. As such, CITY hereby reserves the right to terminate this Agreement should the public interest, safety and necessiy require the CITY to use any or all of the Sites. Upon such a detemnination by the CITY, the CITY shall give CONTRACI'OR no less than sitty (60) days advance written notice of its intent to so use any and/or all of the Sites and COhTRACI'OR hereby agrees to remove the said transit shelter(s) at its sole expense and to restore each and/or all of the Sites to its/their orig'nal condition, normal use and wear excepted, by no later than the expiration date of said sixaty (60) day period.
C. In the event CONTRACI'OR fails to provide and maintain in a current condition the insiu'ance required in Section VIII, and to fiu'nish CITY with evidence of such coverage, or the authorizafion gted by this Agreement is revoked by d'ie CITY pursuant to subsection A as stated above, or upon die termination of this Agreement for any reason, CONTRACI'OR shall immediately remove all of its advertising tsit shelters and kiosks and restore the Sites to the condition existing prior to installation, If CONTRACTOR fails to do so within thirty (30) days after notice to do so is mailed by CITY, CITY shall have the right to remove d'iern, and CONTRACI'OR shall be obligated to reimburse CITY for any arxd all costs incurred by it in removing the same and restoring the Siies.
SECTION XI.
ATTORNEY'S FEES
Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the party. If any action at law or in equity is required to erforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees in addition to any other relief to which it may be entitled.
SECTION XIL
NOTICE
All formal notices, demands, and communications to be g'ven hereunder by either party shall be made in writing and may be effected by personally or by mail to the addresses listed below:
"CONTRACTOR": Infinity Outdoor, Inc.
140
A@eement with Infinity Outdoor
Advertising Bus Shelter Program
1731 Workman Street
Los Angeles, California 90031
Attention: Tim Fox, Transit Director
"CITY": City of South Gate
8650 California Avenue
South Gate, California 90280
Attention: Karen Bell, Senior Planner
SECTION XIIL
S'[TBCONTRACT. DELEGATION AND ASSIGNMENT
CONTRACTOR shall not subcontract, delegate or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY. Any proposed subcontract, delegation or assignment shall provide a description of the services to be covered, identification of the proposed subcontractor, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved. Any subcontract, delegation or assignment shall be made in the name of CONTRACTOR shall not bind or purport to bind CITY and shall not release CONTRACTOR from any obligation under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees, or subcontractors.
No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to CONTRACTOR under this Agreement.
SECTION XIV.
WAIVER
Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other te condition or covenant hereof SECTION XV.
BINDING EFFECT
This Agreement shall be binding upon each of the parties hereto.
SECTION XVI.
GOVERNING LAW
This Agreement shall be interpreted and construed according to the laws of the State of California and venue shall be in the Centrai Judicial District, County of Los Angeles, State of California.
2/ 141
Agreement with Infinit5r Outdoor
Advertising Bus Shelter Prog
Page II
SECTION XVII.
SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provision nevertheless will continue in full force and effect without being impaired or invaiidated in any way.
SF,CTION XVIn.
EN TIRE AGREEMENT
This Agreement contains the entire understanding between the CITY and CONTRACTOR.
Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party.
SECTION XIX.
EFFECTIVE DATE
Unless otherwise specified herein, this Agreement shall become effective as of the date set forth, which is the date the last of the parties, whether CITY or CONTRACTOR, executes said Agreement.
IN SS OF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
Andrew G. Pasmant, City Manager
Date: f\}oU. 1, 1(,,r7:D
, /t' (,-,
City Clerk
APP ORM: .
City Attorney
INFINITY OUTDOOR ("CONTRACTOR")
Date:
(J(5s7'7;z< ,r(jey..)
22- 142
City of South Gate
BUS SFTFli'AR
PROPOSM,
INFiNITY
€ 0
Ou'TD00R
EXHIBIT A
143
1NFINITY
May 3, 2000
City of South Gate
Community Development Department
Karen Bell, Senior Planner
8650 California Avenue
South Gate, CA 90280-3075
Dear Karen:
Infinity Outdoor is pleased to submit this proposal in response to the city of South Gate's request for advenising bus shelters. We at Infinity Outdoor are excited about the prospect of becoming a partner with the city of South Gate.
At Infinity Outdoors' expense, we propose to install adveriising kiosks at ten (10) existing South Gate bus shelter locations and add an additional ten (10) advertising bus shelters at locations that currently do not have any bus shelters. In addition.
Infinity Outdoor will maintain the new shelters as well as the shelters that we add kiosks to, a minimum of twice weekly at no cost to the city.
Infinity Outdoor works hard to provide a quality product that is second to none in the bus shelter indumy. We pride ourseives on being professional and responsive to any and all needs that our cities may have. Infinity Outdoor is the indumy ieader in sales and service. What that means to the city of South Gate is that we are able to command top dollar for our product which is passed along to the city in shared revenue. We have a proven winning track record in providing quality shelter maintenance and service in Southern California. Infinity Outdoor believes in developing partnerships wnh each city that we operate in by getting direct]y involved in city sponsored public service campaigns,
Thank you for considering Infinity Outdoor in this process. I iook forward to the opportunity to build a relationship with the city of South Gate. If you have any questions about this proposal, our company, or anything related to our shelter program please do not hesitate to call me at (323) 276-7206.
Best regprds,
Tim Fox
Director of Transit
*vli Ul'!!'u-' 1a"aaii i aL 'T ' -
24 144
TABLE OF CONTENTS
Proposal.
Infinity Outdoor Company Profile
Infinity Outdoor Key Personnel Qualifications
Proposed Bus Shelter Specifications.
Maintenance Specifications/Quality Control Plan.
Insurance & Permits.
Maintenance Sub-Contractor Qualificationsa
Financial Proposal.
Transition Plan.
Advertising & Public Service Policy
References
Worldwide Bus Shelter Agreements
Proposed Kiosk/Shelter Locatiom & Map
Balance Sheet:
Bus Shelter Picture
.Pg. I
Pg. 2
Pg. 3-4
Pg. 5
Pg. 6-7
.P,,. 8
Pg. 9
Pg. 20
Pg. 11
.pg. 12
13 14-15
Pg. 16-17
Pg. 18
19 145
PROPOSAL
1. New,Shelters:
* The city has expressed an interest in adding advertising to its existing bus shelters.
Infinity Outdoor proposes to install advertising kiosks at 10 existing South Gate bus shelter locations and add an additional ten (10) adveriising bus shelters at locations that currently do not have them. Infinity Outdoor will work with city staff to identify the best locations. Shelter locations must meet all current Americans with Disability Act (ADA) guidelines; have an adequate electricity source; resolve any adjacent property concerns; and accommodate the advertising kiosk design.
2. Maitxtenarice.
* Infinity Outdoor will maintain all the advertising bus shelters and the sidewalk surface immediately under and adjacent to the shelter, a minimum of twice weekly, and at no cost to the city.
3. Compensation:
* Infinity Outdoor will pay to the city $85-130 per shelter per month, paid on a quarterly basis, or 15% of revenue, reconciled on an annual basis
4. * The term will be a five (5) year exclusive contract with a five (5) year renewal option.
5. Insurance.
* Infinity Outdoor will meet any terms that the city of South Gate asks for in regards to insurance.
6. Advertising:
* Infinity Outdoor will adhere to its Bus Shelter Advertising Policy (see page 12).
7. Public Service Advertising:
* Infinity Outdoor will donate to the city any unsold advenising space. This will allow the city (at no charge) to inform and/or promote various civic awareness programs, special events, and the artistic side of the community. 146
INFINITYOUTDOOR COMPAWYPROFILE
Infinity Outdoor, fomierly Outdoor Systems, Inc., is a Delaware corporaiion that has been headquartered in Phoenix, Arizona since it was founded in 1980. Today, Infinity is the largest ut-of-home media company in Nonh America.
With approximately 2,000 employees currently operating 231,000 bulletins, posters, transit shelters, subway and mail displays in 90 metropolitan markets in the Unned States, 13 metropolitan markets in Canada, and 44 metropolitan markets in Mexico, Infinity is positioned to be the industry leader for years to come.
Outdoor Systems, Inc. was the first purely out-of-home media company to go public, joining NASDAQ in Aprill996 and the New York Stock Exchange (NYSE) in December in 1997. During the initial public offering, OSI raised $37 million by selling
2.6 million shares of cornrnon stock. OSI leapfrogged from number 6 to the industry's top spot by acquiring Gannett Outdoor in I 996 and 3M's outdoor division in 1997. OSI continues to grow through acquisnion and internal expansioa On December 7, 1999, Outdoor Systems, Inc. merged with !nfm0 Broadcasting Corporation (NY SE; INF), a subsidiary of CBS Corporation, and shortly thereafter changed its name to Infinity Outdoor. lnfmxty Outdoor is now complemented by Mmxty Broadcasting's other outdoor advertising company, TDI Worldwide, Inc. which opewtes 2,000 billboard and bus display faces, 125,000 subway display faces, and more than one million other displays worldwide.
The company believes thai h's experienced and sales oriented maement temn is an important assei m the successful implementation of it's opeming strategy. William S.
Levine, Board Member, Arthur R. &ioreno, Chief Executive Officer, and Wally C. Kelly, President, together possess over 58 years of sales and management experience in the out- of-home media industry. In addition Outdoor Maers have an average of 18 years of out-of-home media experience.
We believe that our bus shelter and advertising bench operation offers South Gate the highest level of service and quality. We encourage South Gate to contact cities with which we provide similar services; a complete list of cities is enclosed for your reference.
Additionally, we have enclosed two pages of references from various cffies. We have included a list of Infinity's worldwide Transit Advertising francises. As you hopefully will see, there is no company better at providing service and quality products to cities than Infinity Outdoor.
The company's corporate offices are located at 2502 Black Canyon Highway, Phoenix, Arizona, 85009 and our telephone number is (602) 246-9569. The company's Denver offices are located at 4647 Leyden Street, Denver, Colorado, 80216 and our telephone number is (303) 333-5400.
2 2?- 147
INFINITY OUTDOOR'SREGIONALMANAGEMENTTEAMQUALIFICATIONS The ement team responsible for our continued success in the Southern California market consists of the following people:
Dennis Kuhl, Senior Vice President, Western Region:
Responsibilities:
* Manages all activities related to advenising, sales, personnel, operations, and administration of the Western Region.
Experience:
* A total of 25 years in the outdoor advertming industry, 10 of which he was responsible for Gannett Outdoors Transit Shelter Division in New York. Duffig his 5-'-. years with Outdoor Systems and now Infinity Outdoor, he has been ental in increasing the quality and success of transff sheher programs in Atlanta, Phoenix, New Orleans, New York, and California.
Doreen Roberts. Transit Sales Manager:
Responsibilities:
* Manages all th sales activnies wh a special emphasis on Souihern California.
Experience:
* A total of 22 years in the outdoor advertising indastry, the last 10 years being spent on transn sales and marketing, with a special emphasis on new categories. Her success ratio in the industry is second to none.
Tim Fox, Director of Transit:
Responsibilities:
* Oversees all duties and responsibiLfflies of 's Transn Department team.
Experience:
* A background in Public Affairs and Public Sector work give Tim a unique understanding of the workings of govemment and the challenges faced by Municipalities to stretch Iimited budgets. He is dedicated to providing a quality shelter program that is based on service and responsiveness that greatly exceeds municipal expectaiions. Mr. Fox will be the day-to-day Project Manager. 3 IS' 148
* Amber Dennis. Transit Representative:
ResponsibMies:
* .Assist in the implementation and maintenance of all aspects of municipal contracts, which includes the management of all daily operations. Ms. Dennis will asSiSt in the the day-to-day, on site Project Manager responsibilffies with respect to any rnmmunirminnq, questions, complaints, financial payments, etc...
Experience:
@ A background in Commuication as well as Adveriising, Amber possesses the knowledge it takes to create and maintain lasting partnerships. Her assertiveness, attention to detail, and accessibility make her the perfect liaison for any cig.
Contact Information:
Mailing Address: Infinity Outdoor, Inc.
1731 Workman Street
Los Angeles, CA 90031
Phone Numbers: Dennis Kuhl:
Fax:
Doreen Roberts:
Fax:
Tim Fox:
Fax:
Amber Dennis:
Fax:
Federal Tax I.D. Number:
(323) 276-7201
(323) 222-1512
(323) 276-7382
(323) 222-1512
(323) 276-7206
(323) 221-1839
(323) 276-7545
(323) 276-1839
860-736400
4 149
PROPOSED SHELTER
Shelter Specifications
We will provide the city with up to ten (10) advenising kiosks at existing bus shelters and install an additional ten (10) advertising bus shelters to be located throughout the city.
The kiosks and new shehers will match the existing city shehers. Our shelters are consmicted of structural aluminum and are heliaric-svelded for maximum strength and durability. Two advertising panels, positioned in a triangle configuration, are constructed of aluminum and steel and glazed with clear-tempered safety glass. In locations where space pes, the advertising kiosks may contain three advertising panels. The third panel facing the sidewalk may be utilized by the city for full time public service advertising. Advertising doors can be secured with theft proof screws. The size of the advertising panels shall not exceed 48" wide and 72" high.
Our shelters come in a silicon polyester baked finish that can d the varied elements, the high pressure cleaning and stand up well to corrosioa This coating will also e graffiti and vandalism problems. The shelters are made as modular units, which allow parts to easUy be interchanged on site. This eliminates the need to remove a shelter from use just to make minor repairs- A bench wm ami-loffl bars and a trash receptacle will be pmvided wh each sheher. The smface of each bench is coated with the same finish and color as the other shelter components.
All shekers will be designed and structurally engineered for the greaiest degree of safety.
In addffion, an overhead safety light and the back-Iff advertising kiosk will illnminmp qll of the shelters. ty will pay all costs of illurninating the sheners including labor, material and permits. A licensed electrical contractor carries out all work. Shelter inumination is cruciffl for a number of reasons: it contributes to the safety of eve tit users, deters vandalism to the stnicture, and makes it possible for the advertising message to be seen at night. Shelters will be illuminated from dusk until dawn.
AL DOME ROOF SHELTER
* 13'Length x 4' 8" Width
* Lexan thermoclear roof panels
5 30 150
kfAINTENANCE QUALITY CONTROL PL4N
Oualitv Control
Infinity Outdoor operates with an aggressive maintenance schedule with special attention given to problem areas designated by the city. It is not uncommon for Infinity Outdoor to go beyond the required functions of its contracts to provide cnies and transit riders with exemplary care-
Infinity Outdoor contracts out its maintenance of all city shelters to Shelter Clean. Inc. In compliance with the maintenance provisions of the contract, Shelter Clean conducts at a minimum the following:
* Maintain all shelters and the sidewalk surface imtnediatelv under and within six feet adjacent to the shelter in a safe, clear4 amactive, and sanitary condition. * Conduct she visffs to all shelters a minimum of twice a week. More visits will be scheduled as condnions requ#e.
* Clean, wash and remove graffiti, stickers, posters, litter, trash, dust, dirt. and weeds from each shelter. We will ensure that all advertising is clean and readable and that all structures are sound.
* Provide extra care to needed locations.
In addition Outdoor shall, ai its own expense, replace or repa# any and all owned shelters or individual parts thereof that have been damaged or defaced no later than 24 hours after discovery. If the condition of the shelter represents an irnrnediate danger, Iafinity Outdoor will respond immediately and no later than within four hours of notification. 'Mxriky Outdoor will have a 24-hour, 7-day per week telephone emergency hotline set up to handle these situations. The telephone number will be posted on all shelters and advertising benches.
Power Checks & Parts Replacement
Infinity shall routinely make monthly nighttime power and illumination checks of all shelters. These checks shall identify light outages or illumination issues not apparent during daytinne hours. Once these issues are identified, work orders are issued and repaffs initiaied.
6 J/ 151
QUALITY CONTROL FLOW CHART
Maintenance and Posting
Subcontractor & Field
R rts
j Computer Data Base to
Track Maintenance Needs : Infi:yefflPrtloojWectMMmanag,,;r & : Shelter Clean
Repair Crew
S'a"
Damage reports are entered into the computer after notificaxion from the crews in the field, the city or concerned cffizens. If damage renders the shelter dangerous, Infiniry will respond within four (4) hours of notice. 'vVork orders are issued according to priority and repairs are completed that day. Infinity shall repair or replace damaged shelters within twenty-four (24) hours after discovery.
Completed work orders are entered into the computer with date, time and name of employee(s) who performed the work. All information is kept in the computer for tracking and inventory purposes. Reports of all maimenancr anrl repaxrs will be sent to the proper staff member at the city of South Gaie every 90 days or as often as staff requests.
Sheter Location & Installation Schedule
Infinity Outdoor has reviewed the bus stop locations for placement of bus shelters. We have surveyed the sites for power availability, shelter placement, Americans with Disability Act guidelines and adjacent property owner concenis. While there may be certain sites that presend the potential for shelter development problems, 's proposal is based on the ion of shehers at 10 locations and the installation of 10 advertising kiosks at locations that currently only have one city owned shelter. Infinity expects that prior to the commencement of installation, there will be a four-week period of the execution of the Agreement, enginee approval, permk process and shelter and bench fabricafioa See the Transition plan for a constnuction schedule matrix. 7 22, 152
INSURANCE/ PERMITTINGREpUIREMENTS
Liability & Indemniflcation
Infinity shall indemnify and hold harmless the City against any and all claims, damages, actions or causes of action and expense to which it may be subjected by reason of Infinity, ns agents or employees in connection with the opeot5 modifications, replacement,maintenance,repairorremovalofInfinity'sbusshenerorbenches. Infinity shall be solely responsible for the acts and omissions of its officers, agents and employees.
Insurance
Before commencing work, or performing any phase of work, Infinity will provide to the City all necessary Certificates of Insurance and Endorsements that is required per the RFP's Sample Franchise Agreement.
Licenses & Permits
Infinity will acquire and maintain a valid City of South Gate business license for the duration of the Agreement- Infinity shall also secure all necessary pes required by the CFry for all work necessary to instalJ and maintain the sheher and advertising bench program.
8 153
MAINTENANCE CONTRACTOR pUALIFICATIONS
Infinity Outdoor relies on an experienced well-respected company to help deliver our superior service, Shelter Clean.
SHELTER CLE4N
This is a 100% minority owned company (WBE) with over 20 years of transit shelter maintenance and service experience. Shelter Clean has 51 employees and 29 deaning vehicles currently in operation and is responsible for the assembly, installatior5 maintenance, repair, refurbishing, and removal of over 2,600 shelters. In addition, Shelter Clean maintains over 7,000 bus stops and related amenities for public agencies around Southern California, Phoenix, Anzona and Colorado.
Sandra S. Wiliiams. Owner and President:
Twenty one years in the 'rt shelter business, picipal and founder of Shelter Media, the pioneer in the bus shelter industry, responsible for overseeing all operations, information systems, contract control systems, finance. and marketing.
Tom Harmon, Vice President, Field Operations:
Twenty years in the installation and repaffl of transit shelters, responsible for technical methods development, as well as engineering and municipal permitting requirements of start up contracts and contract compliance.
Alan Mudge. Vice President. Maintenance Operations:
Twenty years in the maintenance and repair of tff shelters, responsible for the g, training, and management of the operation work force as well as the development of maintenance procedures.
Their corpomte offices are located ak: 2514 North Naomi S'ueet Burbank, CA 91502
Phone number: (818) 846-1300
Fax number: (818) 846-3242
9 M 154
FmANCIAL PROPOSff
Transit Shelter Compensation
Infinity will pay to the city a guaranteed amount of $85.00 per shelter per month in the first year of the Agreement with an increase of $5.00 per shelter every year of the contract; or 15% of Net Sales, whichever is greater. This will be reconciled on an annual basis, however, the city will receive their minimum payments at the conclusion of each calendar quarter. Subsequently in year ten of the contract, the @iaranteed per shelter per month amount will be $130.00. The minimum guaranteed amount to South Gate over ten years would be $258,000. Please see the following chart for a detailed breakdown of the shelter revenue.
Contract Year # of Shelters Guarantee per
Shelter/ Month )GuarTaOn't'ee per
Year
1 20 . $85 $20,400
I 2 : 20 $90 $21,600
3 20 $95 $22,800
I.4 20 $100 $24,000
5 20 $105 $25,200
6 20I $110 $26,400
7 20 $115 $27,600
81 20 $120 $28,800
9i 20 $125 $30,000
to i 20 $130 $31 .200
TOT AL: $258,000
The combined guaranteed revenue that the city may receive over the ten years of the contract is $258,000.00.
T(1
155
Week l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Description
Sign Agreement * *
City Permit Process * @ @ @ * @ * * *
Design/ Engineering
Approval
* *
Fabrication of Kiosks * * * * * * * * * @ *
Fabrication of Shelters * * @ @ * * * @ 0 * 0
Installation of Kiosks * * & * @ * * @ * @ @ @ @ * *
Installation of Shelters * * * * * * @ * * * * * * * * Illumination of Kiosks * @ * * * * 0 * * * * * * *
Illumination of Shelters * * * 0 * * * * * * * * * *
it
TRANSITION PLAN
156
.ADVERTISING CONTENT POLICY
"Infinity Outdoor will utilize the transit shelters only for advertising.
We will not use the shelters for indecent or vulgar advertising and there will be no liquor or tobacco related products advertised. We will make every effort to withdraw any advertising from shelters which the City may determine in its discretion to be indecent or vulgar. In the event that the City makes such determination, the advertisement in question shall be removed within 24 hours after notification by the City."
PUELIC SERVICEIN-K[ND POLICY
Infinity Outdoor will donate to the city any unsold advertising space on the benches and shelters. This will allow the City (at no charge) to inform and/or promote various civic awareness programs, special events or the artistic side of the community. Infiiff Outdoor will make every effort possible find space for the City's public service advertising needs. We believe in creating true partnerships with the municipalities that we do business with.
12 157
INFINITYOUTDOOR"S REFERENCES
CITY OF ALHAMBRA. CA
Contact:
Phone:
Fax:
-Address:
Christine Montan
Deputy Director of Public SVorks
(626) 308-4880
(626) 282-1035
ill South First St
ALhambra, CA 91801
# of Shelters: 27
CITY OF LONG BEACH, CA
Contact: Sue Castillo
Right-of-Way Manager
Phone: (562) 570-6996
Fax: (562) 570-7161
Address: 333 0cean Boulevard.
Long Beach, CA 90802
# of Shelters: 80+
CITY OF ANAHEIM. CA
Contact:
Phone:
Fax:
-Address:
John Lower
Traffic/T ratqortation Manager
(714) 765-5183
(714) 765-4667
200 South.Anaheim Blvd.
Anaheim, CA 92805
# of Sheners: 159
CITY OF BALDWIN PARK. CA
Contact: Kara Bouton
Transit Coordinator
Phone: (626) 960-401I x2 l 5
Fax: (626) 962-2625
Address: 14403 East Pacific Ave.
Baldwin Park. CA 91706
# of Shelters: 2]
CITY OF BELL GARDENS, CA
Contact: Anthony Ybarra
Director of Comm. Dev.
Phone: (562) 806-7700
Fax: (562) 806-7720
Address: 7100 S. Garffield Ave.
Bell Gardens, CA 90201
# of Shelters: 8
CITY OF EL SEGUNDO, CA
Contact: Bellur Deverage
City Engineer
Phone: (310) 322-4670 x23 1
Fax: (310) 322'il67
Address: 350 Main St.
El Segundo, CA 90245
# of Shelters: 34
CITY OF LOS ANGELES, CA
Contact:
Phone:
Fax:
Address:
Chief Inspector
(213) 473-4492
(213) 473-4512
Los Angeles, CA 90034
# of Shelters: 1,024+
CITY OF TORRANCE. CA
Contact: Jim Mills
Administrative Manager
Phone: (310) 781-6930
Fax: (310) 618-6229
Address: 20500 Madrona
Tonance, CA 90503
# of Shelters: 47
13 J57 158
INFINITYOUTDOOR'S WORLDnE TRANSIT AGREEMENTS
State of Colorado
Adams County
Arapahoe County
City of Aurora
City of Arvada
City of Broomfield
Commerce City
City & County of Denver
City of Edgewater
City of Englewood
City of Federal Heights
City of Glendale
Jefferson County
City of Lakewood
City of Sheridan
City of Westminster
Crty of Wheat Ridge
Southern Caiifornia
City of Alhambra
City of Anaheim
City of Baldwin Park
City of Bell Gardens
City of Be'verly Hills
City of Burbank
City of El Segundo
City of Inglewood
City of Lomut'ta
City of Long Beach
City of Los Arqeles
Orange County
City of Pasadena
Riverside Transit Agency
Universffy of Califomia at Los Angeles
MTD (San Diego)
City of Santa Ana
Santa Monica College
City of Temple City
Citv of Torce
City of West Hollywood
Northern California
City of Concord
Central Contra Costa Transit Authority
City of Novato
City of Petaluma
San Francisco Municipal Railway Board
City of San Rafael
Cit'v of San Ramon
State of Ana
City of Chandler
Paradise Valley College
City of Peona
Cit'v of Phoenix
Province of Alberta, Canada
City of Calgary
City of Edmonton
Province of British Columbia, Canada
City of Coquitlam
City of Delta
(2rty of Kelona
City of Langley
City of Pitt Meadows
City of Surrey
State of Georgia
Me'rropobrtan Atlanta RTA
City of Atlanta
States of Illinois & Kentuckv
59. TransitAuthorityofRiverCity(Louisville)
State of Louisiana
60. (jty of New Orleans
14 159
Province of Manitoba. Canada
61, City of Wimiipeg
State of Michigan
Detnoh Department of Transportaiion
d Rapids Area Transh Authority
Province of New Brunswick. Canada
City of Moncton
City of St. John
Citv ofNorth York
City of Oakville
City of Orillia
City of Oshawa
City of Owen Sound
City of Pickering
City of Richmond Hill
City of Scarborough
City of Stratford
City of Thunder Bay
City of Toronto
City of Vaughan
City of York
State of New York State of Pennsvh'ania
Metropolitan Transportation Authority
New York City
Bryant Park Restoraiion Corp.
Rochester Genesee RTA
City of Philadelphia
Philadelphia Center City District
Province of Quebee, Canada
Province of Nova Scotia. Canada
City of Halifax
City of Sydney
Province of Ontario. Canada
City of Hull
City of Montreal
City of Ottawa
City of Quebec
(jty of Sherbrooke
City of Ville Lemoyne
City of Barrie
City of Burlington
City of East York
City of Etiboke
City of Hamihon
City of Midland
City of Mississauga
City of Newmarket
Province of Saskatchewan, Canada
101. City of Regina
15 160
ProposedBusShelterLocations '
@ NB Atlantic NS Firestone - (heavy traffic intersection) (existing shelter). * WB Firestone FS -Atlantic - (existing 13? shelter). a * WB Firestone NS Annetta - (fence at the rear of sidewalk) (need pad and new shelter).
* WB Firestone NS Dorothy - (Large pad) (need new shelter)- * WB Firestone FS Elizabeth - (has existing bench, needs new shelter) (high school).
* WB Firestone NS State - (has existing bench, needs new sheJter). @ WB Firestone NS LB BIV(L -;( existing shelter).
* WB Firestone FS Sante Fe -
* EB Tweedy FS State - (need new shelter).
* WB Tweedy NS Jackson - (park).
* WBTweedyNSOrange-(existingl35sb:elter).
* SB LB Blvd. NS Southern - (existing bench). -
* SB LB Blvd. NS Firestone-,(eiting 13' shelter).
" NOTE: LOCATIONS HAVE BEEN AMENDED AS PART OF NEGOTATIONS. FOR CORRECT LOCATIONS SEE
EXHIBIT B OF THE EXECUTED AGREEMENT
16 4/ 161
uvtacoaniut !TIIICT 01€(CTaRY
UAP OF Tilt
CITY OF SOUTII GATE
liinuar@ zoun
AltA ff l:ffl - 7 41 !ff illLf!
Hlff fll ICAlt
t
t
!i
i
CITY H l%ffffl@01)
BUS SHELTER PROGRAM
LEGEND
ffiffl BENCH/SHELTER, PHASE 1 FY 97-98
fflffl BENCli/SHELTER,PHASE 2 FY 98-99
0 BENCH, PHASE 2 FY 98-99
0 BENCH,PHASE 3 FY '(PROPOSED)
1N5T ALI,ATION
95.670
(1288,000)
REVISEI) F[URUAI;IY 8, 2tl00
r - 141: La !V V/ff II{la t i; -v ; : i ';';i :i7 i ; ;T; ;': ;i ;i i l; -W ;M;i ;A; ;; :
162
r
OUTDOOR SYSTEMS, LNC. A!yT) SUBSIDIARIES
COrqsOLtDATED BALANCE SHEETS
(In thousands, except share data)
Daxmber 31,
1997
,ASSETS
CURRENT ,'SSETS:
Cash and cash equivalents ... . ..... . ,, , ,,,,,,,, ,,,,, ,, 5 Accounts receivable - less allowance for doubtful accounts of S13,850 and S20,311 , , ,,,,j,,,
Prepaid land leases
Other current assets, including amounts due from related parties of $298 and 5625
Value added ta.xes receivable
Deferred income taxes..
Total current assets
PROPERTY AND EQUIPMENT - Net
OTHER ASSETS
DEFERRED FINANCING COSTS - Net.
GOODWILL AND OTHER INTANGIBLES - Net
5,897
119,745
28,659
16,686
5,914
176,901
1,598,011
13,565
40,520
400.160
1998
$ 16,554
136,817
23,467
14,544
33,876
12.546
237 ,804
1,876,065
15,881
35,070
592.006
TOTAL 52,756,826
LIAJ3ILITIES AND COMMON STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued interest
Accrued expenses and other liabilities
Current maturities of long-temi debt
Total current liabilities
LONG-TERM DEBT.
OTHER LONG-TERM OBlrGATrONS
DEFERRED INCOME TAXES
Total liabilities
COMMITMENTS AND CONTlNGENClES (Notes 5, 10 and 12)
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value - authorized 12,000,000 shares; no shares issued and outstanding
Common stock, $.01 par vaJue - authorized, 600,OCkO.000 shares; issued and outstanding, 181,685,051 and 184,369,963 shares....
Additional paid-in capital
(Accumulated deficit) retained earnings
Tre.asur5r stock at cost - 38,729,996 and 36,235,206 shares.........,.....
Accumulated other comprehensive loss.
Total common stockholders' equity
TOTAL
$ 11,454
8,940
44,678
50,600
115,672
1,393,550
4,327
20. 137
1.533.686
1,817
709,124
(9,837)
(4,053)
J)
695,471
$2.229,157
S 12,855
8,696
48,208
130.247
200,006
1,676,985
9,688
99,221
1.985.900
1,844
762,775
31,305
(3,794)
])
770,926
$2,756,826
See notes to consolidated financial statements.
23 163
i!: Lm4:
164
TENTATIVE SITE B"fPROVE&IENT LIST
SOLtTHGATE SHELTER LIST
EXISTING INFINITY
# SHELTER# D LOCATION F/NaERSECnMAP P(GRID-EQ 3HaTEF BENCH 5ROPOSE[i ml NEI AnJUfflC N!9 FIR!:!;TON' 705 E3 1 1 KIOSK2 smn 88 LONG BEAa-l NS PIRegTONi 705 43 1 1 KlOSK_3 8(,CX)3 SB LONG BEACH N3 SANrAANi 704 J2 [email protected]'fflFt 4 m 88 LONG BEACH N!% TWe50y m M 1 1 KlO!5K
s S(.005 NB LONG Bm N!!: ARDdRt 704 J2 SHffLj €g
el S NB LONG BEACH FS KANm 705 A4 1 eHeL'g87 !5(a7 88 lfMG BEACH N!S !WUTHERf 705 43 1 8H@:t7ER a S( WEI FIRESTONE N!i ahSmA 705 [)3 8H@:UnER
9 , E:B nRESTONE NSt ATLANTIC 705 E3 1 8ha'hR
!3HELa
SHELT!:R
10 gmto EB .PRJ:S1"ONE N8 (,ALt)EN 704 J3
ii sGoii W3 FIRESTONE N8 ALA&4eDA 704 H3
i2 g(b*2 !!3 P!RESTOhe NS (JLINHN 7W E33 1 i 5K
13 Sea3 We FIRE,STONE N8 oORO'my 705 m 8HeLa
14 Ei(A14 We FIRESTONE F8 EuZAelTh 705 Ef3 1 Ssaartn
15 Smi6 !43 FIRESTONE FS aAFtFIE:LD 705 G4 1 1 Kl(!K
18 SGO'le We RRESTONE FS GARf'l €LD 705 (:?4 1 1 KIC)SK i7 gutz We ARESTONE F9 SANjA FE 704 J3 SH!:LYER
10 Mid We FIRESTONE N9 sffie 705 A3 1 9saiER
SHlc'ffis19 smig WB TWEEDY NS HluJETH 705 D5
20 S(aO WB 'TWEEDY N8 ORANGe 705 E5 1 1 Kl(!K
EXHIBIT B
165
CITYMANAGER'S DFFICE Item No. 5
MAR 6 2023
City of South Gate
CITY COUNCIL
AGENDA BNLL
Department Director:
For the Regular Meeting of: March 14, 2023
Originating ent: Public Works
Arturo ervantes
SUBJECT: APPROPRIATION AND APPROVAL OF CHANGE ORDER NO. l TO CONTRACT N0. 2022-29-CC WITH GENTRY GENERAL ENGINEERING, INC. FOR
THE CONSTRUCTION OF THE CITYWIDE VALVE REPLACEMENT PROJECT - CITY PROJECT NO. 688-WTR
PURPOSE: To approve Change Order No. 1 for the Citywide Valve Replacement Project ("Project") to add the replacement of a 24-inch water valve, and to install a "line stop" to stop water flows for an isolated pipe segment on the water system which is necessary to construct the project improvements. An appropriation of $225,000 in Water Funds is required to fully :[und the change order and construction contingencies.
RECOMMENDED ACTIONS: The City Council will consider:
a. Appropriating $225,000 from the unrestricted balance of the Water Fund to the Citywide Valve Replacement, City Project No. 688-WTR to fund Change Order No. 1 to Contract No. 2022-29-CC with Gentry General Engineering, and construction contingencies; b. Authorizing the City Manager to approve Change Order No. 1 to Contract No. 2022-29- CC to replace a 24-inch water valve, and to install a line stop for an amount not-to-exceed $190,000; and
c. Authorizing the City Manager to administratively approve change orders to a cumulative total of $50,500.
FISCAL IMPACT: There is no impact to the General Fund. The recommended appropriation is $225,000 in Water Funds for a revised budget amount of $465,000. Contract Change Order No. 1 is in the amount of $190,000. The project is budgeted in the Fiscal Year 2022/23 Capital Improvement Program, and plaru'ied expenditures are summarized below.
Planned Project Expenditures Current Budget Proposed Budget Design Phase $10,000 $10,000
Construction Contract No. 2022-29-CC $194,500 $194,500 Change Order No. 1 $190,000
Construction Contingency $25,500 $50,500
Construction Management $15,000 $25,000
City Staff Inspection Time $5,000 $5,000
Total $250,000 $465,000
1 166
ALIGNMENT WITH COUNCIL GOALS: This Project meets the City Council's goal for "Continuing Infrastructure Improvements. "
ANALYSIS: The Project is currently under construction. To replace the water valves, water flows on apipeline segment of the water system must be shut down by turning offtwo water valves adjacent to the project site. During a recent field inspection, it was found that one of the existing 24-inch valves was damaged and non-operable. Therefore, the shutdown could not be properly conducted without additional measures. The contractor was directed to install a line stop to perform the shutdown. Line stops are used to temporarily shut down a pipeline system to complete modifications or repairs. Line stops allow a system to operate as usual without any interruption of service. The alternative to installing the line stop was considered, which was to attempt to shut down the water flows with the deficient 24" water valve. The risk with proceeding was that it was not certain if the valve would shut down high pressure water flows because of internal corrosion that could prevent full closure. A failed shutdown would potentially flood the trench and result in extended delays and noteworthy change order costs. Meanwhile, a line stop was procured and installed. The line stop was directed to guarantee the water shutdown. The line stop also provides a long-term benefit, which is that the same line stop can be used for a shutdown at a future time to construct additional water valves replacements.
The 24-inch valve is located on Southern Avenue, West of Kauffman Avenue. The valve is also recommended to be replaced to provide for the proper management of water flows for various reasons such as construction, testing or emergency shutdowns such as for when water leaks occur.
Change Order No. I provides $40,000 to install the line stop which cost has been confirmed to be reasonable. Staff obtained a quote from the City's emergency services water system contractor, W.A. Rasic, which was in the amount of $95,000. The change order also provides $150,000 to change the 24-inch gate valve. The cost is reasonable because the construction at this location is difficult due to the proximity to the curb and gutter, trees in the sidewalk, in addition to the installation of a water service to replace an existing plastic service lateral. As such, staff is recommending proceeding with Change Order No. 1.
A $225,000 appropriation in Water Funds is needed to fully 'fund the change order ($190,000), additional funds for construction management ($15.000) and additional funds for construction contingency ($25,000).
BACKGROUND: The City owns and operates a municipal water system which has approximately 135 miles of water mains. A Water Master Plan, prepared to assess the water system, included a recommendation for implementation of essential infrastructure improvements.
Currently, there are water mainline valves on water transmission mains that are not 'functioning properly. Impacted water mains cannot be shutdown properly for routine maintenance to address emergencies. Most of these valves were originally installed in the 1950's and have completed their useful service life. This Project was added to the CIP to replace water valves specifically located at the intersection of Southern Avenue and Kauffman Avenue (Attachment B). The Project includes the installation of 24-inch and 16-inch valves and the replacement of an existing 6-inch fire hydrant valve.
2 167
On May 10, 2022, the City Council awarded a contract to Gentry General Engineering, Inc., for the Project in the amount of $194,500. With the proposed Contract Change Order No. 1, the amended contract amount is $234,500.
Construction of the Project began February, 2023. Construction activities performed thus far include potholing and excavation of buried mains to determine the actual valve size. Construction completion is scheduled for May, 2023.
ATT ACHMENTS: A.
B.
Contract Change Order No. l
Contract No. 2022-29-CC
AA:lc
3 168
City of South Gate, Public Works Department
Contract Change Order
Ckym
South
(,ate
Date: 2/al8/2023 Change Order No. Ol Account No. 41al-731-71-9696 Contractor: GENTRY GENERAL ENGINEERING, INC Contract No. 2022-29-CC ContractDate:5/10/2022 AccountCode
Plan Reference : Citywide Valve Replacement Project - City Project No. 688-WTR Change Order Amount. $40,000 Extension of Contract:
Reason for Change: Install new Line Stop at Southern/Kauffman Description of Change: the Contractor was instructed to install a 24" line stop in-lieu of inoperable valve Original Contract Amount
Total of previous authorized Change Orders
New Change Order Amount
New Contract Amount
194,500.00
$ 40,000.00
$ 234,500.00
The Changes described above are hereby authorized.
Ana Ananda; Project Manager Contractor: Gentry General Engineering Inc.
Assistant City Manager/Director of Public Works
Arturo Cervantes, P.E.
City Manager: Chris Jeffers Date
Original - Project File
(,C: - Contractor
- Department
169
Contract No. 2022-29-CC
AGREEMENT FOR THE CITYWIDE VALVE REPLACEMENT PROJECT
BETWEEN THF, CITY OF SOUTH GATE AND GENTRY GENERAL ENGINEERING, INC.
aThis Agreement for the Citywide Valve Replacement Project, City Project No. 688-WTR ("Agreement"), is made and entered into on May 10, 2022, by and between the City of South Gate, a municipal corporation ("City"), and Gentry General Engineering, Inc., a California coiporation, License No. 974279 ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as a "Party" and collectively referred to as "Parties." The City and the Contractor hereto mutually agree as follows:
ARTICLE I
THE PROJECT
For and in consideration of the mutual promises set forth herein, Contractor agrees with City to perform and complete in good and workmanlike manner all work required by the Contract Documents for City Contract No. , which involves the Citywide Valve Replacement Project, City Project No. 688-WTR.
Said work shall be performed in accordance with the Plans, Specifications, and other Contract Documents, all of which are referenced in Article III hereof and incorporated herein as though fully set forth. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefore, except such labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City.
ARTICLE II
CONTRACT SUM AND PAYMENT
For performing and completing the work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefore, the contract sum of One Hundred Ninety Four Thousand and Five Hundred Dollars ($194,500) set forth in the Bid Schedule(s) that are included among the Contract Documents. Said sum shall constitute payment in full for all work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the work as specified in the Contract Documents. City shall make payments to Contractor on account of the contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. l
s 170
ARTICLE III
CONTRACT DOCUMENTS
The Contract Documents, which constitute the entire Agreement between the City and the Contractor, are enumerated as follows: the Notice Inviting Bids, the Instnictions to Bidders, the Accepted Proposal, the Bid Schedule(s), the List of Subcontractors, Contractor's Industrial Safety Record, the Contractors Qualification Statement, the Bid Security Forms for Check or Bond, this Agreement, the Worker's Compensation Insurance Certificate, the Performance Bond, the Payment Bond, the Non-Collusion Affidavit, the Specifications, and Special Provisions and all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any of said dociunents, and any and all supplemental agreements heretofore or herewith executed amending or extending the work contemplated and which may be required to complete the work in a substantial and acceptable manner, all of which are referred to as the Contract Documents. These form the entire "Contract", and all are as fully a part of the Contract as if attached to this Agreement or repeated herein.
ARTICLE IV
INDEMNIFICATION
The Contractor shall indemnify, hold harmless and defend (with counsel selected by the City), the City of South Gate and its affiliated entities, its officers, employees, consultants and sub- consultants, their respective officers, agents, employees (collectively the "Indemnified Parties"), from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms, or corporations furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemnify, defend and save hannless the "Indemnified Parties" as stated hereinabove including, but not be limited to, paying all legal fees and costs incurred in connection with any such claims, losses, lawsuits or actions. THIS
PROVISION SHALL SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE
PROVIDED UNDER THIS AGREEMENT AND THE OTHER CONTRACT DOCUMENTS
ARTICLE V
COMMENCEMENT, COMPLETION AND LIQUIDATED DAMAGES
Contractor shall commence work on a date to be specified in a written Notice to Proceed from the City's Director of Public Works and shall complete all work within ninety (90) calendar days thereafter (subject to "force majeure" delays, if any, to the extent allowed under the Contract Documents). If the work is not completed within that time, Contractor shall owe and pay to the City liquidated damages in the amount or amounts set forth in the Contract Documents. 2 171
ARTICLE VI
EFFECTIVE DATE
This Agreement shall become effective and commence on May 10, 2022.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF SOUTH GATE:
BY &
Al Rios, Mayor
Dated: b4/arlzozz
ATTEST:
Chris Jeffers,
(SEAL)
APPROVED AS TO FORM:
Raul F. Salinas, City Attorney
GENTRY GENERAL ENGINEERING, INC:
Brenton, Gentry, President and CEO
Dated: M tzs vf I '!? , I 'b ll
172
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of San Bernardino )
0n fJld,(/ l g, l012__ before me, Andrea Scarbrough, Notary Public / " (insert name and title of the officer)
personally appeared Bren'on Gen"Y
WsuhboscprriObveeddto'othmeewointh'inheinbsatrsusmoefnstaa'nsdfaacc'okn'owevleddegnecdeto'om'e tlhhaetpheer/ssoln':!Wheoxseecnuatemd:'e issa/:ee in his/h@/tpeir authorized capacity(i5,4, and that by his/her/their signature(A) on the instrument the person(sd, or the entity upon behalf of which the person(4 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
1 a ai a jlj a @h & a (
WITNESSmyhandandofficaialseal- !b'-,a'ZA:ODRtua,Np'cuo5L1;Ecs,a(aR1lBloRronulaGH!g San!lernardinoCourQ I I %" Comm'Ss'n ' 2397494 or
I My Comm. Expires Mar 17, 2026 ?
.,,.,,. ,,[___], ,...,
yiHiiaiuic %, , ' Igearl
" ( ; c
f 173
WORKER'S COMPENSATION INSURANCE CERTIFICATE
The Contractor shall execute the following form as required by the California Labor Code, Sections 1860 AND 1861.
I 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 of that Code, and I will comply with such provisions before cornmencing the performance of the work of this Contract.
DATED:
GENTRY GENERAL ENGINEERING,
INC:
Contractor
ByThmnt7'
President and CEO
Title
ATTEST:
By:
%( 'uamyr fUffav\il G'ubl't<
4 174
INDEMNIFICATION AND LIABILITY INSURANCE REQUIREMENTS The following requirements must be met when submitting insurance certificates to the City of South Gate in connection with Public Works and other projects:
The insurance certificate must be issued to the City of South Gate, 8650 California Avenue, South Gate, CA 90280, attention of the City Engineer.
The City of South Gate, South Gate Housing Authority, and their officers, employees, elected officials, and agents must be shown as additional insured per ISO CG 20 101185, and separate endorsement signed by an authorized representative ofthe insurance company is required.
The City has the right to request a copy of complete insurance policy including all endorsements and certificates.
The Certificate must include cross liability coverage either included in the Commercial General Liability coverage, and so indicate on the face of the Certificate under that heading or by separate endorsement.
The Certificate should also indicate that the insurance covers "All Operations" or should specify the particular services to be provided.
Contractor shall procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence from CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Course of Conshuction insurance covering for "all risks" of loss. Earthquake and flood insurance is not required to be fiirnished by the Contractor. 5 175
Contractor shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project which is the subject of this Agreement and the location where work thereunder is to be performed, or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Course of Constnuction: Completed value of the project that is the subject of this Agreement.
Deductibles and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self- insured retention as respects the City, its officers, officials, employees and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as insurers with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Contractor's insurance or as a separate owner's policy.
2. For any claims related to the project that is the subject of this Agreement, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, or modified, by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6 176
Course of constniction policies shall contain the following provisions:
1. The City shall be named as loss payee.
2. The insurer shall waive all rights of subrogation against the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.
Verification of Coverage
Contractor shall fiirnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms, provided those endorsements or policies conform to the requirements. All certificates and endorsements are to be received and approved by the City before work cotnmences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insurers under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
Indemnification
The Contractor shall indemnify, hold harmless and defend (with counsel selected by the City of South Gate), the City of South Gate, the City of South Gate Housing Authority, their consultants and sub-consultants, and their respective officers, agents, and employees, from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms, corporations or other entities furnishing or supplying work, services, materials, or supplies in coru'iection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and from any and all claims and losses occurring or resulting to any person, firm, corporation or other entity, or property for damage, injury, death arising out of or connected with the Contractor's obligation to indemnify, defend and save harmless the City of South Gate, the City of South Gate Housing Authority, their consultants, sub-consultants, and other parties listed above, as stated hereinabove shall include, but not be limited to, paying all legal fees and costs incurred by legal counsel of the City of South Gate's choice in representing the City of South Gate, the City of South Gate Housing Authority, consultants and sub-consultants in connection with any such claims, losses, lawsuits or actions. THIS PROVISION SHALL
SURVIVE THE COMPLETION OF WORK AND SERVICES TO BE PROVIDED UNDER THIS AGREEMENT.
7 /2
177
THE FINAL PREMIUM IS
PREDICATED ON THE
FINAL CONTRACT AMOUNT
This bond was issued in two (2)
original counterparts
CITYWIDE VALVE REPLACEMENT PROJECT
CITY PROJECT NO. 688-WTR
Bond No. 024260509
Premium: $2,801.00
FAITHFUL PERFORMANCE BOND
100% OF CONTRACT AMOUNT
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, the City of South Gate ("City" herein) has awarded to Gentry General Engineering, Inc., ("Contractor" herein) a Contract for:
CITYWIDE VALVE REPLACEMENT PROJECT, CITY PROJECT N0. 688-WTR; and WHEREAS, said Contract is incorporated herein by this reference; and WHEREAS, said Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of said Comract;
NOW, THEREFORE, we, Contractor and The Ohio Casualty Insurance Company as Surety, are held and firmly bound unto the City in the penal sum of One Hundred Ninety Four Thousand and Five Hundred Dollars ($194,500) lawful money of the United States, for the payment of which we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.
The condition of this obligation is such that the obligation shall become null and void if the above-bounded Contractor, his or its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, well and truly keep and perform the covenants, conditions and provisions in said Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated; otherwise, this obligation shall be and remain in full force and effect.
As a part of the obligation secured hereby, and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees, incurred by the City in successfully enforcing the obligation, all to be taxed as costs and included in any judgment rendered.
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, the work to be performed thereunder, or the specifications that accompany the Contract shall in any manner affect its obligations on this bond. The Surety hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract, the work, or the specifications
8 /3
178
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.
Signed, Sealed and Dated: May 1 3th, 2022
CONTRACTOR NAME:
Gentry General Engineering, Inc.
Name Brenton Gentry
Title: President and CEO
9277 Archibald Avenue
Rancho Cucamonga, CA 91730
(Type address of Contractor)
The Ohio Casualty Insurance Company
(Type name of Surety)
790 The City Drive South, Suite 200
Oranqe, CA 92868
(Type address of Surety)
B7:
(Signature of authorized officer) Dwight Reilly
Attorney-in-Fact
(Title of officer)
APPROVED AS TO FORM:
II
F. Salinas, City Attorney
9 /4-
179
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
val' a of that document.
State of California
County of Orange
05/1 3/2022 before me, Melissa Ann Vaccaro, Notary Public (insert name and title of the officer)
personally appeared Dwiqht Reilly
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
My Comm. aplmi May 12, 2026(t
Melissa Ann Vaccaro
/l 180
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
of that document.
State of California
County of San Bernardino
before me, Andrea Scarbrough, Notary Public
(insert name and title of the officer)
personally appeared Bren'on Gen"Y
who proved to me on the basis of satisfactory evidence to be the person(@ whose name(7 is/p subscribed to the within instrument and acknowledged to me that he/s,m/Jey executed the same in his/tsQa/tt4ir authorized capacity(it's), and that by his/tdr/t56ir signature(A) On the instrument the person(@), or the entity upon behalf of which the person/p) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Publit Califarnia
i(:q) San Barnardlno County !
Commission 4 2]97494
Signature (Seal)
181
ML'buetW.
SURETY
Thls Power ofAtlorney limits the acts ofthose named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Bond No. 024260509
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
POWER OF ATTORNEY
Certificate No: 8207865-969661
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casual$ Insurance Company is a corporation duly organized undst the laws ol the State of New Hampshire, that Liberty Mutual Insurance Company is a corporaUon duly organized under the laws of the State of Massachusetts, and West Ameiican Insurance Company is a corporation duly organized under The laws of the State of Indiana (herein colleclively called the 'Companies"), pursuant to and by authority herein set forth, does hereby name, constitute and appoinl Arturo Ayala; Ben Stong; Ben.jamin Wolfe; Chelsea Amold; Daniel Huckabay; Dwigm Reilly; Frank Morones; Micliael D. Stong; R. Nappi; Shaunna Rozelle Ostrom -:'kQ"&'o:"9N*ols'u2'%"@'so' oua$'C"""J:V'9'*"'lN%9a':"a'noo s""C#"'ol1'9N'*oa9'ul"'%4"e'noo State of PENNSYLVANIA
Count oT MONTGOMERY ss
Onthis 21sl dayof , 2022 beforemepetsonallyappearedDavidM.Carey,whoacknowledgedhimselTtobetheAssistantSecretaryofLiber7Mutuallnsurance Company, The Ohio Casualty Company, and West American Insurance Company, and lhak he, as such, being authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of The corporations by himself as a duly authorized officer.
IN WITNESS WHEREOF, I have heteunto subscribed my name and affixed my notaral seal at King of Pnissia, Pennsylvania, on the day and year first above written.
By:
This Power of Atkomey is made and executed pursuant lo and by authority of the following By-laws and Authorizatons of The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West Amerlcan Insurance Companywhich resolutions aye now in full force and effect reading as follows:
ARTICLE IV- OFFICERS: Section 12. Power oTAttomey.
Any officer or other official of the Corporation authorized for that purpose in wriUng by the Chairman or the President, and suJecl to such limifflUon as the Chairman or the President may prescribe, shall appoint such auomeysin-fact, as may be necessary )o act in behalf of the Corporation to make, execute, seal. acknowledge and deliver as surety any and all undertakings, bonds, recognizant,es and other surety oblklations. Such auornsys-in-lacl subject to the 11mitations set forth in their respective powers of attorney, shall have full power to bind the Corporatlon by their signature and exeaiUon of any such instruments and to attach thereto the seal of the Corporation. When so executed, such instrumenls shall be as binding as if signed by the President and attested to by lhe Sectetary. Any power or authority granted to any tepresentative or attomsy-inlact under the provisions of this aficle may be revoked at any lime by the Board, the Chaimian, the President or by )he officer or officers granting such power or authoiiiy.
ARTICLE Xlll - Execution of Contracts: Secuon 5. Surety Bonds and Undertakings.
Any officer of the Company authorized for that purpose in wnUng by the chairman or the president, and subject to such limitations as the chaimian or the president may prescribe, shall appoint such attomeys-in-fad, as may be necessary to act in behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undeitakings, bonds, recognizances and other surety obligations. Such atiomeysin4ad sutJect to the limitations set forffi in their respedive powers of attorney. shall have full power to bind the Company by their signature and execuUon of any such instruments and to attadi ffieieto the seal of the Company. When so executed such insliuments shall be as binding as if signed by the ptesident and at!ssted by the secretary.
Cmtlficate of Designation - The President oT the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such altornsysin- fact as may be necessary fo act on behalT of the Company to make, execute, seal, acknowledge and deliver as surety any and all underkaklngg, bonds, recognizances and other surety obligations.
Authorization - By unanimous consent ofthe Company's Boatd of Directors, the Company consents Uiatlaoimile or mechanically reproduced signature ofany assistant secretary oflhe Company, wrie;ever :ippeanng upon a certified copy ol any powei of attorney issued by the Company in connection with sursty bonds, shall be valid and bindlng upon ihe Company with the sazeitirce iirn ei'fect as though manually affixed.
I,Renee C l.4meltyn, tlie iinilersigned, Assistant Secretary, The Ohio Casualty Insurance Company, Liberly Muhial Insurance Company, and West American Insurance Company do lirThy'fy !hatk ongirzJ powerof attorney ofwhich the foregoing is a full, tnie and conect copy ol the Power ofAtlomey executed by said Companies,is in full force and effect and -ms5i'Tbeen revoked. . 7
- - IN TESTIMO!ilY WHEREfJF:l tave hereunto sst my hand and affixed the seals ol said Companies this 13th day of 1, 2022.
Cbko"Q",'o7"lN'*os%',:o"O"' %o's'Ch4*,*::o'uo'N%a""'onRenee C. Llewellyn, Assistant Secretary cMSsza73 LMIC OCIC WAIC MulU Co 02{21
182
THE FINAL PREMIUM IS
PREDICATED ON THE
FINAL CONTRACT AMOUNT
This bond was issued in two (2)
original counterparts
Bond No. 024260509
CITYWIDE VALVE REPLACEMENT PROJECT
CITY PROJECT NO. 688-WTR
100% PAYMENT BOND
WHEREAS, the City of South Gate, South Gate, California ("City" herein), has awarded to Gentry General Engineering, Inc., ("Contractor" herein) a Contract for the work described as follows:
CITYWIDE VALVE REPLACEMENT PROJECT
CITY PROJECT N0. 688-WTR
WHEREAS, said Contractor is required to furnish a bond in connection with said Contract, to secure the payment of claims of laborers, mechanics, material suppliers and other persons, as provided by law;
NOW, THEREFORE, we, the undersigned Contractor and"Surety, are he'd firmly bound unto the City in the sum of One Hundred Ninety Four Thousand and Five Hundred Dollars ($194,500) for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. "The Ohio Casualty Insurance Company
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractors shall fail to pay any of the persons named in Civil Code Section 9100(a), or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Contract, or any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. If suit is brought upon this bond, the said Surety will pay a reasonable attorney's fee to the plaintiff(s) and the City in an amount to be fixed by the court.
This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100(a) as to give a right of action to such persons or their assigns in any suit brought upon this bond.
Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or modification of the Contract Documents or the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration or modification ofthe Contract Documents or of work to be performed thereunder.
IN WITNESS WHEREOF, this instrument has been duly executed by the above-named Contractor and Surety on May 13th , 2022.
10 183
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
of that document.
State of California
County of San Bernardino )
0n 11(4lij (3, 207a2, before me, Andrea Scarbrough, Notary Public (insert name and title of the officer)
personally appeared Bren'on Gen"Y
who proved to me on the basis of satisfactory evidence to be the perso$) whose name(@5 is/ar. subscribed to the within instrument and acknowledged to me that heisVeWey executed the Same in I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
,J A 5 ;1 0LII Y r,,..-
!e'!';:. San Bamardino County !s>' " Commtsston # 239749rl !"W5' MY Comm. Expires )Aar 17, 20261Signature (Seal)
184
Note: All signatures must be acknowledged before a notary public. Attach appropriate acknowledgment.
CONTRACTOR:
GENTRY GENERAL ENGINEERING,
INC:
By: z-,-4- -
Brenton Gentry
Title: President and CEO
9277 Archibald Avenue
Rancho Cucamonga, CA 91730
(Type address of Contractor)
The Ohio Casualty Insurance Company
(Type name of Surety)
790 The City Drive South, Suite 200
Orange, CA 92868
(Type address of Surety)
BY:
(Signature of authorized officer) Dwight Reilly
Attorney-in-Fact
(Title of officer)
APPROVED AS TO FORM:
F Salinas, City Attorney
185
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
of that document.
State of California
County of San Bernardino )
(insert name and title of the officer)
personally appeared Bren'on Gen"Y
who proved to me on the basis of satisfactory evidence to be the person(d) whose name% is/@e subscribed to the within instrument and acknowledged to me that he/Je/tb6y executed the same in hpiesrTionr/(@s)ei0rratuhtehoerniztelwducpa0pnacbityeh(ai$lf)o,fawnhd.lcthhatthbeypheirss/ohna!(st)tfflacirtesdigneaxteucreu(s)tedotnhethlensitnrsutmruemnetnt the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
SignaturJ (Seal)
saasaaa*asaia
4 ,- mDREaNICOlESCaR8ROuGH l! l , %taaylubllc(aliforni , 2 (2Q::I San Bernardino County I
I ¥sy/ Commission it 2397494 i@ %%'u tt+t"--'-"
186
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
valida of that document.
State of California
County of Orange
05/1 3/2022 before me, Melissa Ann Vaccaro, Notary Public (insert name and title of the officer)
personally appeared Dwiqht Reilly
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Melissa Ann Vaccaro
Notary Publicallfornla
May 125
2-2-
187
Mubuet.
SURETY
This Power of Attorney limits the acts ofthose named herein, and they have no authority to bind the Company except In the manner and to the extent herein stated.
Bond No. 024260509
Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company
West American Insurance Company
POWER OF ATTORNEY
Certificate No: 8207865-969561
KNOWN ALL PERSONS BY THESE PRESENTS: That The Ohio Casual7 Insurance Company is a corpomtion duly organized under the laws oT the State oT New Hampshlte, that Liber5 Mutual Insurance Company is a corporation duly organized under the laws of the Sta(e of Massachusetts, and West Amencan Insuran> Company is a coiporakion duly organized under the laws of the State oT Indiana (herein collectively called the 'Companies"), pursuant to and by authority herein set forih, does hereby name, oonslitute and appoint, Aituro Ayala: Ben Sting, Begjamin WOlre; Chelsea ArnOld; Daniel Huckabay; DWlght Reilly; Frank Morones: Micliael D. Stong;...3.Nappi: Shaunna ROZe; Slate of PENNSYLVANIA
CountyofMONTGOMERY ss
Onthis 21si dayol April , 2022 beloremepersonallyappearedDavidM.Carey,whoacknowledgedhimselltobetheAssis)antSecretaryofLibettyMuluallnsurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorlzed so to do, execute the foregoing instrument for the purposes therein contained by signing on behalfofthe corporations by himselT as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at King of Ptussia, Pennsylvania, on the day and year first above written.
By:
This Power oT Atlomey is made and executed pursuant to and by autho% ol ae following By-laws and Authorizations ol The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, and West Amencan Insurance Company which resolutions are now in full force and effed reading as follows:
ARTICLE IV - OFFICERS: Section 12. Power of Attorney.
Any officer or other official of the CorporaUon authonzttd for that purpose in wiling by the Chakman or the President, and subject to such limitation as the Chaimian or the President may ptesaibe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as any and all undertakings, bonds, recognizances and other surety obligaUons. Such atlomeys-in-fact, subject to the limitations set forth in their respectve powers of altomey, shall have full power to bind the Corporation by Their signature and executlon of any such instruments and to attach thereto the seal of the Corporation. When so executed, such inslrumenls shall be as binding as iT signed by the President and attested to by the Secretaiy. Any power or authority granted to any represenlallve or altomey-in-fact under provisions o! this adicle may be revoked at any time by the Boam, Ihe Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE Xlll - Execution of Contracts: Section 5. Surety Bonds and Undertakings.
Any officer of the Company authorized fot that purpose in writing by the chairman or the ptesident, and subject to such limitations as the chaimian ot the president may presciibe, shall appoint such attomeys-in-fad, as may be necessary to act in behalf oT the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeysin-fact subject to the limitations set forth in their respecUve powers of auorney, shall have full power to bind the Company by their signature and execution ol any such instruments and to attach thereto )he seal of the Company. When so exeaited such inshmenls shall be as binding as :T signed by the president and attested by the secretary.
Certificate of Designation - The President of the Company, acUng pursuant to the Bylaws oT the Company, aulhoiizes David M. Carsy, Assistant Secretary to appoint such atlomeys-in- lad as may be necessary to ad on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undeitakings, bonds, recognizances and other surely obligations.
Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that fa>imile or mechanically reproduced signature of any assistant secretary of the Company, vherever appeaiing upon a cerlified copy ol any power of attorney issued by the Company in connection with surety bonds, shall be valid and binding upon the Company with tt+a sa4 force and sfiac! as though manually affixed.
1, Ffflnw C. Llemellyn, ths- undersigned, Assistant Settetary, The Ohio Casualty Insurance Company, Liber7 Mutual Insurance Company. and West American Insurance Company do - hersJcsrtifylhatlheoQginalpowerofauorneyoTwhichlheforegoingisafull,tnueandcoriectcopyofthePowetoTAttomeyexecu(edbysaidCompanies,isinfullforceandeffectand -has not been revoked. -
lNTESTlMOt4YWHEREOF,HravehereuntosetmyhandandafflxedthesealsolsaidCompaniesthis 13th dayof May , 2022.
LtPoS2873 LMIC OCIC WAIC Mulll Co 02121
Renee C. Llewellyn, Assistant Secretary
23 188
NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY
EACH AWARDEE OF A PRINCIPAL CONTRACT
ST ATE OF CALIFORNIA
COUNTY OF
:5j(01% (1 being first duly 4worn, deposes and says that he is company, association, organizaiion or corporation, that such bid is genuine and not collusive or sham, that said bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that said bidder has not in any manner, directly or indirectly, sought by agreements, communication or conference with anyone to fix the bid price of said bidder or of any other bidder, or to fix the overhead, profit or cost element of such bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the Contract or anyone interested in the proposed Contract; that all statements contained in such bid are true and, fiuther, that said bidder has not, directly or indirectly, submitted his bid price, or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid and will not pay any fee in connection therewith to any corporation, partnership, company, association, organization, bid depository or to any member or agent thereof, or to any other individual, except to such person or persons as have a partnership or other financial interest with said bidder in their general business.
Signed- J
7-is'- > a - 'r- i I e o
Title
NSuObtasJ,,ribPeudbla(lncd ,swornt7,e this k day of
M4\{ , zo:zL -
(Attach Notary Certificate)
(S't'e ahrjcw&\
12 ,'4' 189
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
of that document.
State of California
County of San Bernardino )
before me, Andrea Scarbrough, Notary Public
(insert name and title of the officer)
personally appeared Bren'on Gen"Y
WsuhboscprriobVeeddto'othmeewoitnh'ihneinbsatrsusmoefnstaa'nsdfaacc'okn'oweVIeddegnecdetofombeet1hhaetpheer/ssoJ6n!Wyheoxseecnuatemdat': 'isa/Ce in his/lr/tpeir authorized capacity(i0, and that by his/her/theirsignatur%g) on the instrumentthe person(,g', or the entity upon behalf of which the person(4 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
i,iAi.:,i§xj;8;,'::,;:,tl My Comm. Expires Mar t7, 20251 :z6= 190
GENTR-3 OP In- NM
DATE (MMtDOQ
05/19/2022
THIS CEoRTIFICATE IS ISSuED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. TH18
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certlflcate holder Is an ADDITIONAL INSLIRED, the policy(lss) must have ADDITIONAL INSURED provisions or be endorsed.
If SLIBROGATION IS WAIVED, subject to the tsmis and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the cerfflcate holder In lieu of suc'n endorsementls). pnooucsp 909-980-4211
Sllverstone Insurance Services
Jetton & Associates, Inc
Pa BOX 1200
RANCHO CuCAMONGA, CA 91729
Brent Jetton, AAI, CIC
C2JACT Kyle Visciglia
p+<owe 909-980-4211 IPaX . 909-980-4785
i (A/C, NO).(AJC, NO, E!Xl)I
-jiss
INSURER(81 AFFORDING COVERAaE NAIC #
iwsuptpa:James River Insurance Company 12203
INSURE:D
rffir!&r%ec gea'ia' Anegnlnueeering Inc
Rancho Cucarnonga, CA 91 730
INsuRERB. Regent Insurance Co. ' - 24449
INsURER,Insurance Company of the West 27847
INsuR,RD,Westchester Surplus Lines Ins 101 72
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVlgON NljMtltR:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSuED TO 'n-IE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY P.%ID CLAIMS.
IN
u
!IR
m TIPE OF lN8uRANCEi ADDL
IM)
SuBFl
M POLICY NuMElER
POLICY EFF
tMMl(X)/YYYYT
POLICY EXP
lM40N'm'l LIWTS
-A X
-X
COMMERCIAL GENERAL LIABILiTf
ICLAIMS-)AADE [% OCCUR
Ltd Contractual
x x 00086558-3 10/19/2021 10/19/2022
EACH OCCLIRFIENCE , 1,000,000
)A)v
)RE
AGE TO RENTED
MISES (Ea occunencel $ 50,000
MED EXP (Any one person) $ 5,000
x X, C, U NOT EXCLuDED PERSONAL & ADV INJLIRY S 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER
ePO:LEICRY D 7& € LOC
GENERAL AGGF)EGATE $ 2,000,000
PRODUCTS - COklOP AGG , 2,000,000
s
B ALITOMOBILE: LIABILIT!
__X ANYAUTO
OWNED schaiueo
ALffOS ONLY q AUTOS
T 5a ONLY I'd 2Ef"6oa'7
x x BCAOOC15149-02 05/08/2022 05/08/2023
COMBINED SINGLE LIMIT
(Ea 8CCldenti s 1,000,000
BODILY INJURY iPer (ierson) S
BODILY INJURY (Per accident} $
7Aorpa=cc'lPeno)i ffiGE $
$
A
x
UMBRELLA LIAB
EXCESS LIAB
x OCCUR
CLAIMS-MADE 00096537-2 10/19/2021 10/19/2022
EACH OCCURRENCE $ 5,000,000
AGGREGATE $ 5,000,000
DED I X I tieyemiori$ 0 $
c WOF:KER8 COMPE:NSATION
AND EMPLOYERSa LIABILrTY Y , N
ANYPROPRIETORIPAFITNEREXECUTIVE n
omcehuevzp ncruot:og
(Mandatory In 1111-l)
11 yes. describe under
DESCFIIPTION OF OPERATIONS below
NjA
x WSA504815303 05/06/2022 05/08/2023
X I STATUTE I X I g"-
E L EACH ACCIDENT $ 1,000,000
E L DISEASE - EA EMPLOYEE $ 1000,000
E L DISEASE - POLICY LIMIT $ 1,000,000
D
B
POLLUTION IIAB
PROPERTY
G71 564630 003
BPKOOO8380-02
10/19/2021
05/06/2022
10/19/2022
OS/06/2023
GEN AGG
BLDG
2,000,000
303,248
DF8CRIPT10N OF OPERATION!I l [OCAT10N8 IVEHICLES IA':ORD 101, Addluonal Romans Schedule, may be anached IT more space is required) The City of South Gate, South Gate Housing Authority, and their officers, employees, elected officials, and agents are named as additional insureds witn
apprlrees?oecgtesnteoraffelnlaebr.lalllvli,aabuiltiotyrlaanbdlrlawutaondliaWboilirtyke. Wrsacivoemrpofcsouvberroaggaetipisn primary/non-contributory. '30 Days NOC.
CERTIFICATE HOLDER CANCELLATION
SOGATEC
City of South Gate
City Engineer
8650 California Ave
South Gate, CA 90280
I
8HOtlLD ANY OF THE ABOVE OE8CRIB!D POLICIE8 B! CANCELLED BEFORE THE ffXPIRATION DATE THEREOF, NOTIC! WILL BE DELIV!ERE:D IN ACCORDANCE WITH THE POllCY PROVISIONS.
AuTHORIZED REPRE8ENTA'nW
@:o(':,,'2-_:,->,[,
t:/
ACORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD 2(:p 191
COMMERCIAL GENERAL LIABILITY
C@ 2010 07 04
THISENDOR8EMENTCHANGE8THEPOLICY. PLEA8EREADITCAREFULlY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
lTii'S endotsement modifies irisuiar,ce provided under the follriwing:
C.OMr!iEh'CtAL G ENERAL LIABILITY CCII/ERAGE PART
SCHEDULE
Nanm Of Additio+isl lnsund Persoin €s)
Or Or@anizatio$l: Location(i) Of Covered OperMion*
'!/'/here reqvirec by written con'iract sr written agreement ,'!11$ operatoris of ttie Naied Irisureds , Information reqtiired to complete this Schedule. if not st'.ayin above, will t'ie ghowri in the Declarations.
A. Seeaon $$ - Wha }s An Insured is arnended ta
:rickx3e as ari additional insi;r*i' Irie person's) or organiza'iion(s:+ shcwn in the Scheduie. biit only
Wlt)1 respP,Ct to iiatii!ity far "bodily ih)tiry ,'a "r)roperh/ 6amage" or 'personal ari<j a<!vei!ising injury"
caused, in whole or in part, !)Y:
"1. Ytxir acts or omissioris: or
2. The aclzi oi' ornissioris cd thosei ac.ting ari yciur behalf;
iri trie perforrriance of ycor ongclng operaticrts for tree aa'Jili()nal lnSufe<j(3) a! fne IOCailOn(S) de8tg- nated above.
B. Wi €li resps't t<i the insuranc,e a'fforded to these additional irisureds, tiie to!l<iwing additiorial e'xclu- 3ions apply:
This insvrarice does riot apply to "bcdily irijuty" @r 'property damage" oc.curnpg af!er:
1. All woi'k. itiiJutjirig n'iatei'i<ils, piarts o!' i=qi.iip- meiiit fi;rnisi!ieii) in coiirieclk:in witb suc.h wotk. 011 the pi'ojeicl (cdliei- ll'ian si=.ryice, iriaii-i(eriarii;e or i-epairs) to be performed by or on behalf cif
the ad6iticnal insured(sJ at the locaticri of the
COyered operatiohs ht,S been completed; CF
2, 'i!al2'.t portion Of '%/Ollr &'Ork" OUt Of WtliCh the injury or damage arises has bean put to i!.s in-
tetx!ed use by any persan Or organization oth-
sr tt'iati another ccntractor or subccntractrir
engaged in performing operatioris for a princi-
pa! as a part or the sarrie project.
j," 192
COMMERCIAL GENERAL LIABILITY
CG 20 37 07 04
THl8ENDOR8EMENTCHAN=GE8THEPOllCY. PLEA8EREADITCAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
Thi's endotsement niodifies iristaa+ice provided under the fol!oihing:
COMka=ERC(Al GENERAL Ll,ABI(.IT1 r=OVERAGE PART
8CHEDUtE
Name Of Additiona) Insured Parson(s)
Or Organization{s):
Location Arid Description Of Completed Opora-
tions
l/Vhere required !JY writteri wriltact cr written
agreement
j
All operatioris of t,e Nanted frisureds
I ____
Information reqvire,l to compie €e this Schedule. if not. shown above, will tie showri in the Declaraticns.
BectIon II - Wlio Is An Insured is amended to iiita-Jude as an addfflionat insi;red the person(s) or crgariiza- fi(Tl(!>) StlOWn in !he Schedule, but ori!y with rei8peC'! to liabilittl far 'bOdi!)t injurY' Or "properly (jama@e'a CaUSed. in W!10i€ 4Jr In pEKt, b} "lOtlr WOl'ko 8t the !fXattOn deSig- nated and desmbed in the schedule of this endorse-
rrienl perfoin'ied for that additiorial irisured and in,;ludeci in the "prodocts-completed operatioris !iazard".
about:blank 27 5/8/2019
193
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NON CONTRIBUTORY
ENDORSEMENT
This endorsement modifies insurance provided under the following:
ALL COVERAGE PARTS
Name Of Additfonal Insured Perso$)
Or Organuation(s):
If no entry appears above, this endorsement applies to all Additional Insureds covered under this policy.
Any coverage provided to an Additional Insured underthis policy shall be excess over any other valid and collectible insurance available to such Additional Insured whether primary, excess, contingent or on any other basis unless a written conhact or written agreement specifically requires that this Insurance apply on a primary and noncontributory basis.
ALL OTHER TERM8 AND CONDIT10N8 0F THE POLICY REMAIN UNCHAN €sED.
AP5031USO4-10 Page 1 of 1
2'?
194
COMMERCIAL a!N!:RAt LlAB €LiTY
CO 24 04 05 09
WAIVER OF TRANSFER OF RIGHT8 0F RECOVERY
AGAINST OTHERS TO US
Thi's endorsement modifies irisurance prcvided orider ttie followirg:
COMMERCIAL GENERAL LIABILITY C(')ljaERAGE PART
PRODUCTS!COMPLETED OPERATIONS L1ABIL.1TY (.:',OVERAGE PART 8CHEDULE
Name Of Person Or Organfzaflon:
Where requiral by wrffien ccntract or writteii agreement Information reqi;iretl to coia):ilele this Schedule, if aot sliovri above. wili he shc*ri in tne Declareticns.
T!'-€i foliOwing is added ki o- aragraph 8- Tl'an8%r Of Riglits (X Recovary Agairist Others To tb ol'
Sectkni IV - Conditions:
We waiiie ariy rigrii at' ri=oovery we may have agaiiisi) li-isi persori cn orgariization showi-i in the 8clieclule a).'lOVe 1)81!aUS€3 0f ))a}'J113ntS W!"- rllakl3 {Or 111jtila'/ Or dantage aiising out of 'jD!l' origoing o(:iet'aUons cr "yoi.ir vzotk' ijoi'ie vridei' a corilract ivi!l-i Il'ial );ierciori or organization arid included iri ttie "pro=iuc!.s- ci:impleted operatioi'ts riazard'. Tliis waivet applies only to the person or orgariizatior. stioi,vn iri 'the Scl'ieijule above.
195
COMMERaALAUTO
AH CA 85 90 0917
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CHANGES IN COMMERCIAL AUTO COVERAGE FORM
This endorsement modifies insurance prouded under the following:
BUSINESS AUTO COVERAGE FORM
A. BROADENED WHO IS AN IN8URED
Paragraph 4.1. Who Is an Insured of SECTION II
- LIABILITY COVERAGE is amended to include
the following:
d. Any "employee" of yours is an "insured"
while using a co*red "auto" you don't
own, hire or borrow in your business or
your personal affairs.
e. Any "employee" of yours is an "insured"
while using an "auto" hired or rented under
a contract or agreement in that "employ-
ee's" name, with your permission, while
performing duties related to the conduct of
your business.
f. Each person or Organization to whom you
are required by a written contract or
agreement to pro*de additional insured
status is an "insured" under Liability Cov-
erage, but only to the extent that person or
organization qualifies as an "insured" un-
der the Who is an Insured Prousion con-
tained in Section II of the cowrage form.
The written contract or agreement must be
in effect during the policy period shown in
the Declarations and must haw been exe-
cuted prior to the "bodily injury" or "proper-
ty damage. "
B. LIABILITY COVERAGE EXTENSIONS SUPPLE-
MENTARY PAYMENT8
Paragraphs 4.2,a. (2) and A.2.a. (4) Coverage
Extensions - Supplemenhiry Payments of
SECTION II - LIABILITY COVERAGE are deleted
and replaced with the following:
(2) Up to $5,000 for the cost of bail bonds
(including bonds for related traffic law
*olations) required because of an "ac-
cident" we cowr. We do not ha* to
fumish these bonds.
(4) All reasonable expenses incurred by
the "insured" at our request, including
actual loss of earnings up to $500 a
day bgause of time off from work.
C. FELLOW EMPLOYEE COVERAGE
Paragraph B,5. Fellow Employee Exclusion con-
tained m SECTION II - LIABILITY COVERMsE
does not apply if the "bodily injury" results from the use of a cowred "auto" you own or hire that is not
a bus, motorcycle or wn used to transport em-
ployees.
This Fellow Employee Cowrage is excess owr any
other collectible insurance.
D. POLLUTION LIABILITY - BROAOENEED COV-
ERAaE FOR COVERED A1J08
1. Liability Coverage is changed as follows:
a. Paragraph B.ll.a. of the PolluUon Exclu-
sion in 88,TION II - LIABILITY 00V-
ERAGE applies only to liability assumed
under a contract or agreement.
b. With respect to the cowrage afforded by
Paragraph I.a. Abow, Exclusion B.6.
Care, Custody or Control of SECTION II
LIABILITY does not apply.
2. Changes in Definitions
For the purposes of this endorsement, Para-
graph D. of SECTION V - DEFINITIONS is
replaced by the following:
D. "Cowred pollution cost or expense" means
any cost or expense arising out of:
1. Any request, demand, order or statuto-
ry or regulatory requirement that any
"insured" or others test for, monitor,
clean up, remow, contain, treat, de-
toxify or neutralize, or in any way re-
spond to, or assess the effects of "pol-
lutants": or
AH CA 85 90 09 17
Includes copyrighted material of Insurance Seruces Office, Inc., with its permission. Page 1 of 6
196
2. Any claim or "suit" by or on behalf of a
gowmmental authority for damages be-
cause of testing for, monitoring, cleaning
up, remoung, containing, treating, detoxify-
ing or neutralizing, or in any way respond-
ing to or assessing the effects of "pollu-
tants".
"Cowred pollution cost or expense" does not
include any cost or expense arising out of the
actual, alleged or threatened discharge, dis-
persal, seepage, migration, release or escape
of "pollutants":
a. Before the "pollutants" or any property
in which the "pollutants" are contained
are mom from the place where they
are accepted by the "insured" for
mowment into or onto the cowred
"auto"; or
b. After the "pollutants" or any property in
which the "pollutants" are contained
are mom from the cowred "auto" to
the place where they are finally deliv-
ered, disposed of or abandoned by the
"insured".
Paragraphs a. and b. abow do not apply
to "accidents" that occur away from prem-
ises owned by or rented to an "insured"
with respect to "pollutants" not in or upon
a cowred "auto" if:
(1) The "pollutants" or any propefy in
which the "pollutants" are con-
tained are upset, owrturned or
damaged as a result of the
maintenance or use of a cowred
"auto"; and
(2) The discharge, dispersal, seep-
age, migration, release or escape
of the "pollutants" is caused di-
rectly by such upset, owrtum or
damage.
This Pollution Liability rage is subject to an
Annual Aggregate Limit of Liability of $100,000.
E. NEWLYACQUIREDORFORMED
ORGANIZATIONS
Throughout this policy, the words you and your al- so refer to any organization you newly acquire or
form, other than a partnership, joint wnture or lim- ited liability company, and owr which you maintain ownership or majority interest, but only if there is no similar insurance ailable to that organization.
Howe*r:
1. The cowrage does not apply to an "accident"
which occurred before you acquired or formed
the organization.
2, unless you notify us to add cohraqe to your
policy, the courage under this pro4sion is af-
forded only until:
a. The120thdayafteryouacquireorformthe
organization, or
b, The end of the policy period, whichewr is
earlier.
F. EXTENDED mWING
Paragraph 4.2. Towing of SECTION Ill - PHY8-
ICAL DAMAOE COVERMsE is deleted and re-
placed with the following:
We will pay for towing and labor costs each time a cowred "auto" is disabled. All labor must be per-
formed at the place of disablement. If the "auto" is of the private passenger type, there mll be no de-
ductible. If the "auto" is other than a priwte pas- senger type, a $100 deductible will apply.
The most we will pay under this EXTENDED TOW-
ING courage is $750 per occurrence.
a. PHY81CALDAMAGECOVERAGE
EXTEN810NS
Paragraph A.4. - Coverage Extensions of 8EC-
TION Ill PHYSICAL DAMAGE COVERAGE is
amended as follows:
a. Transportation Expenses
The amount we will pay for temporary
transportation expense is increased to $50
per day to a maximum of $3,000.
b. Loss of use Expenses
The amount we will pay for loss of use is
increased to $75 per day and to a maxi-
mum limit of $1,000.
H. RENTAL RElMBUR8EMe4T
1. This cowrage applies only to a cowred "auto"
described or designated in the Schedule or in
the Declarations as carying physical damage
cowrage.
2. We will pay for rental reimbursement expenses
incurred by you for the rental of an "auto" be-
cause of "loss" to a cowred "auto". Payment
applies in addition to the otherwise applicable
amount of cowrage you haw on each cowred
"auto".
3. We will pay only for those expenses incurred
during the policy period beginning 24 hours af-
ter the "loss" and ending, regardless of the pol-
icy's expiration, with the lesser of the following number of days:
Includes copyrighted material of Insurance Seruces Office, Inc., with its permission. AH CA 85 90 0917
197
a. The number or days reasonably required to
repair or replace the cowred "auto". tf
"loss" is caused by thdt, this number of
days is added to the number of days it
takes to locate the cowred "auto" and re-
tum it to you; or
b. 30 days.
4. Our payment is limited to the lesser of the fol- lowing amounts:
a. Necessary and actual expenses incurred;
or
b. $50 per day
5. This co*taqe does not apply while there are
your operations.
6. If "loss" results from the total theft of a cowred "auto" of the priwte passenger type, we will
pay under this courage only that amount of
your rental reimbursement expenses which is
not already prodded for under the paragraph
4.4. Coverage Exhinsions in SECTION Ill
No Deductible applies to this cowrage.
1. AIRBAG COVERAGE
Exclusion B.3, in SECTION Ill - PHY81CAL
DAMAGE COVERAGE is amended to add:
This exclusion does not apply to the accidental
discharge of an airbag.
J. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT
1. Covemge
a. We will pay with respect to a cowred "au-
to" described in the Schedule for "loss" to
any electronic equipment that receiws or
transmits audio, *sual or data signals and
that is not designed solely for the repro-
duction of sound. This courage applies
only if the equipment is permanently in-
stalled in the cowred "auto" at the time of
the "loss" or the equipment is remohble
from a housing unit which is permanently
installed in the cowred "auto" at the time
of the "loss", and such equipment is de-
signed to be solely.operated by use ofthe
power from the "auto's" electrical system,
in or upon the co*red "auto".
b. We will pay with respect to a cowred "au-
to" described in the Schedule for "loss" to
any accessories used with the electronic
equipment described in Paragraph 1,a.
abow. Howewr, this does not include
tapes, records or dist,s.
2. Exclusions
The exclusions that apply to SECTION Ill -
PHYSICAI )XsE:, except for the exclusion
relating to Audio, Visual and Data Electronic
Equipment, also apply to cowrage prouded by
this endorsement. In addition, the following ex-
clusions apply:
We will not pay, under this endorsement, for
either any electronic equipment or accessories
used with such electronic equipment that is:
a. Necessary for the normal operation of the
cowred "auto" or the monitoring of the
cowred "auto's" operating system; or
b. Bath:
(1). An integral part ofthe same unit hous-
ing any sound repmducing equipment
designed solely for the reproduction of
sound if the sound reproducing equip-
ment is permanently installed in the
cowred "auto"; and
(2). Permanently installed in the opening of
the dash or console normaHy used by
the manufacturer for the installation of
a radio.
3. LimitOflnairance
With respect to cowrage under this endorse-
ment, the Limit Of Inairance provsion of
SECTION Ill - PHYSICAL DAMAGE COV-
ERAGE is replaced by the following:
a. The most we will pay for all "loss" to audio,
usual or data electronic equipment and
any accessories used with this equipment
as a result of any one "accident" is the
lesser of:
(1) . The actual cash *lue of the damaged
or stolen property as of the time of the
"loss";
(2). The cost or repairing or replacing the
damaged or stolen property with other
property oflike kind and quality; or
(3). $1,500.
b. An adjustment for depreciation and physi-
cal condition will be made in determining
actual cash *lue at the time of the "loss".
c. ff a repair or replacement results in better
than like kind or quality, we will nat pay tr
the amount of betterment.
4. Dedudible
No deductible applies to this cowrage.
The insurance prouded by this extension is excess
owr any other collectible insurance.
AHCA85900917
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33 198
K. TAPER, 5RDS AND DISCS COVERAOE
Ext,lusion B.4.a. of SECTION Ill - PHYSICAL
DAMAGE COVERAaE is deleted and replaced by
the following:
a. Tapes, records, discs or other similar au-
dio, usual or data electronic deuces de-
signed for use with audio, usual or data
electronic equipment except when the
tapes, records, discs or other similar au-
dio, usual or data electronic deuces:
(1) Are your property or that of a family
member, and
(2) Are in a cowred "auto" at the time of
"loss".
(a). The most we will pay for "loss" is
$200. No Physical Damage Cov-
erage deductible applies to this
cowrage.
This extension proudes cowrage only to a co*red
"auto".
L. PHYSICAL DAMAGE DEDUC:TIBLE
DEDuCTIBLE AND aLA88 REPAIR
SINGLE
Paragraph D. Dedudible in SECTION Ill -
PHYSICAL DAMAGE COVERAGE is deleted and
replaced by the following:
D. Deductible
For each co*red "auto," our obligation to pay
for, repair, retum or replace damaged or stolen
property will be reduced by the applicable de-
ductible shown in the Declarations. Any Com-
prehensiw Courage deductible shown in the
Declarations does not apply to "loss" caused
by fire orlightning.
When two or more cxred "autos" sustain
"loss" in the same occunence, the total of all
the "loss" for all the inolm cowred "autos"
will be reduced by a single deductible, which
will be the largest of all the deductibles apply-
ing to all such cowred "autos."
No deductible applies to glass damage if the
glass is repaired rather than replaced.
M. PERSONAL EFFECTS COVERAGE
1. ff you purchase ComprehensM. rage on
this policy for a stolen owned "auto", we will
pay up to $600 for "personal effects" stolen
with the "auto".
2. "Personal effects" as used in this extension
means tangible property that is worn or carried
by the "insured". "Personal effects" does not
include tools, jewelry, money, securities, radar
or laser detectors, or tapes, records, discs or
similar audio, *sual or data electronic equip-
ment.
No Deductibie applies to this extension.
The insurance provided by this extension is excess
oar any other collectible insurance.
N. LOAN/LEASE PAYOFF COVERACIE
The SECTION Ill PHYSICAL DAffflAGE COV-
ERAGE is amended by the addition of the follow-
ing:
In the ewnt of a total "loss" to a co*red "auto"
shown in the Declarations, we will pay any unpaid
amount due on the lease or loan for a co*red "au-
to", less:
1. The amount paid under the Physical Damage
Cowrage Section of the policy; and
2. Any:
a. CM.rdue lesse/loan payments at the time
ofthe "loss";
b. Financial penalties imposed under a lease
for excessM. use, abnormal wear and tear
or high mileage.
c. Security deposits not returned by the les-
sor;
d. Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or
lease; and
e. Carry-owr balances from pre4ous loans or
leaseS*
0. CUSTOM SIONS AND DECORATIONS
In the ewnt of a total loss to a whicle insured for
auto physical damage cohrage on this policy, in
addition to the ACV of the whicle, we will pay the
actual cost to repair or replace signage or custom
paint details up to $5,000.
P. HIRED AUTO PHYSICAL DAMAGE
tf hired "autos" are cohred "autos" for Liability
rage and if Physical Damage Cowrage of
Comprehensiw, Specified Causes of Loss, or Col-
lision are prouded under this Cowrage Form for
any "auto" you own, then the Physical Damage
Q:iwrage's prouded are extended to "autos" you
hire of like kind and use subject to the following
limit:
The most we will pay for any one loss is the lesser
of the following:
1. $50,000 per accident,
Includes copyrighted material of Insurance Seruces Office, Inc., with its permission. AH CA 85 90 0917
3'P 199
2. Actual aish Value, or
3. The cost of repair.
The deductible will be equal to the largest deducti-
ble applicable to any owned "auto" for that co*r-
age. No deductible applies to "loss" caused by fire or lightning. This Hired Auto Physical Damage cov-
erage is excess ohr any other collectible insur-
ance. Subject to the abow limit, deductible and
excess prousions, we will proude cowrage equal
to the broadest cowrage applicable to any co*red
"auto" you own.
Q. DuTIES IN EVENT OF ACCIDENT, CLAIM, SUIT
OR LOSS
Subparagraphs A.2.a. of SECTION IV - Bu81-
NES8 AUTO CONDITIONS is deleted and re-
placed by:
a. In the ewnt of "accident", claim, "suit" or
"loss", you, your insurance manager or any
other person you designate must gi* us or our
authorized representatiw prompt notice of
such "accident" or "loss". Include:
(1) How, when and where the "accident" or
"loss" occurred;
(2) The "insured's" name and address; and
(3) To the extent possible, the names and ad-
dresses of any injured persons and wit-
nesses,
Knowledge of an "accident" or "loss" by your
agent, sersnt or "employee" shall not be consid-
ered knowledge by you unless you, yourinsurance
manager or any other person you designate has
receM.d notice of the "atx,ident" or "loss" from your agent, serwnt, or "employee."
R. WAIVER OF 8uBROGA'nON
SECTION IV BUSINESS AUTO CONDI-
TIONS - A. 5. Transbr of Rights of Recovery
Against OUiersto Us is amended as follows:
This condition does not apply to any person or or-
ganization to which you waiwd this condition by
written contract or agreement, but only to the ex-
tent that subrogation is waim prior to the "acci-
dent" or "loss" under a contract with that person or organization.
S. UNINTENTIONAL FAlluRE TO DISCLOSE HAZ-
ARD8
Paragraph B.2. Concealment, Misrepresentation
Or Fraud in SECTION IV - BUSINESS AUTO
(X)NDIT10N8 is amended by adding the following:
Any unintentional failure to disclose all exposures
or hazards existing as of the effecti* date of the
Business Auto Cowrage Form or at any time dur-
ing the policy period will not irvlidate or adwrsely
affect the cowrage for such exposure or hazard.
Howe*r, you must report the undisclosed expo-
sure or hazard to us as soon as reasonably possi-
ble after its disco*ry.
T. EXTENDEO EMPLOYEE HIRED AUTO PHYSICAL
DAMAGE
Paragraph B.5.b. Other Insurance of SECTION IV
- BUSINESS AUTO CONDIT10N8 is deleted and
replaced by the following:
b. For Hired Auto Physical Damage r-
age, the following are deemed to be co+
ered "autos" you own:
1. Any cowred "auto" you lease, hire,
rent or borrow; and
2. Any cowred "auto" hired or rented by
your "employee" under a contract in
that indiudual "employee's" name, with
your permission, while performing du-
ties related to the conduct of your
business.
Howe*r, any "auto" that is leased, hired, rented or
bonowed with a drier is not a cowred "auto".
U. POLICY PERIOD, COVERAGE TB'tRITORY
Paragraph B.7. Policy Period, Coverage Territo-
ry of SECTION IV - BUSINESS AIJTO CONDI-
TIONS is deleted and replaced by:
7. Policy Period, Coverage Territory
Under this rage Form, we co*r "acci-
dents" and "losses" occurring:
a. During the policy period shown in the Dec-
larations: and
b. Within the cowrage territory.
The cowrage territory is:
a. The United States of America:
b. The territories and possessions of the
United States of America;
c. Puerto Rico;
d. Canada; and
e. Anywhere in the world if:
(1) A cowred "auto" is leased, hired,
rented or borrowed for a period of 30
days or less; and
AHCA85900917
Includes copyrighted material of Insurance Seruces Office, Inc., with its permission. Page 5 of 6
sl 200
(2) The "insured's" responsibility to pay
damages is determined in a "suit" on
the merits, in the Llnited States of
America, the tenitories and posses-
sions of the United States of America,
Puerto Rico, or Canada or in a settle-
ment we agree to.
We also cowr "loss" to, or "accidents" inolung, a
co*red "auto" while being transported between
any or these places.
V. DEFINITION OF EK)OILY INJURY AMENDEO
Paragraph C. of SECTION V
amended to include:
DEFINITIONS is
"Bodily Injury" includes mental anguish or other
mental injury resulting from "bodily injury." Howev-
er, no cowrage is prodded for mental anguish or
mental injury absent physical injury.
None of the extensions prouded under this cohr-
age endorsement apply if cowrage is more specifi-
cally identified elsewhere in the policy or endorse-
ments, for which a premium charge is made or a
higher limit is identified. Under no circumstances is
any limit prodded under this extension to be com-
bined with a limit proided elsewhere in the policy
or endorsements.
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.3? 201
rOMMCnCIAL AUTO
CAO44all 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUILY.
PRIMARY AND NONCONTRIBUTORY -
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With reaped to mverage provided by this endorsement, the pmvisions of the Coverage Form apply unless modified by the endorsement,
A. The following is added to the Other Insurance
Condition in the Business Auto Coverage Fomi
and the Other Insurance - Primary And Excess
Insurance Provlslons in the Motor Carrler
Coverage Form and supersedes any provlslon to
the cnhary:
This Coverage Form's Covered Autos Llabillty
Coverage is primary to and will not seek
contribution from any other insurance avallable to
an "Insured' under your polk,y provided that:
1. Such 'insured' is a Named Insured under such
other insurance; and
2. You have agreed in writing in a contrad or
agreement that this insurance would be
primary and would not seek a:intribution fmm
any other insurance available to such
"insured'.
B. The following is added to the Other Insurance
CondlUon In the Auto Dealers Coverage Form and
supersedes any provision to the contrary:
Thls Coverage Form's Covered Autos Liability
Coverage and General Llablllty Coverages are
prlmary to and wlll not seek mntrlbution fmm any
other Insurance available to an 'Insured' under
your policy provided that:
'I. Sixth "insured' is a Named Insured under such
other insurance; and
2. You have agreed In writlng In a contract or
agreement that this insurance would be
primary and would not seek mntributlon from
any other insuranoe avallable to such
'insured".
CAO4491116 @ Insurance 8ervioas O&a, Inc., 2016 Page 1 of 1 202
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 34 (Ed. 8-00)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - BLANKET We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us).
The additional premium for this endorsement shall be otherwise due.
Person or Organization
ANY PERSON OR
ORGANIZATION FOR
WHOM THE NAMED
INSURED IS RIQUIRED
UNDER WRITTJJ
CONTRACT TO FURNISH
THIS WAIVER
2 % of the total California Workers' Compensation premium Schedule
Job Description
CALIFORNIA
OPIRA'J'lONS ONLY
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infomation below is required only when this endorsement is issued subsequent to preparation of the polcy.) Endorsement Effective 05/06/2022 Policy No. WSA 5048153 03 Endorsement No.
Insured GENTRY GENERAL ENGINEN,RING INC Premium !? INCL.
Insurance Company INSURANCE COMPANY OF THE WEST
Countersigned By
WC 99 06 34
(Ed, 8-GO)
INSuREO
3! 203
CITYMANAGER'SOFFJCE Item No. 6
MAR 7 2023
Ciffl of South Gate
CITY COUNCIL
AGENDA BULL
For the Regular Meeting of: March 14, 2023
a a a Department: Public Works
SUBJECT: AMENDMENT NO. I TO CONTRACT NO 2022-16-CC WITH GONZALEZ
GOODALE ARCHITECTS FOR ARCHITECTURAL AND ENGINEERING SERVICES FOR THE SOUTH GATE COURTHOUSE, CITY PROJECT N0. 561-ARC PURPOSE: Amendment No. 1 to Contract No. 2022-16-CC ("Amendment No. 1") is recornrnended to revise the scope of work to authorize Gonzalez Goodale Architects ("GGA") to prepare bid documents to incorporate a demolition phase to the project which can take place in advance of construction to expedite the project schedule.
RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. l with GGA to extend the term to December 31, 2024, and to prepare design and construction documents for the demolition phase of the South Gate Courthouse Project, City Project No. 561-ARC ("Project"), in the amount of $33,584; and b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.
FISCAL IMPACT: The Project is budgeted in the Capital Improvement Program in the amount of $3,828,743 with General Funds. Amendment No. 1 is in the amount of $33,584 and it will be budgeted with project funds. Planned expenditures are summarized below.
Pro,iect Services General Funds
Contract No. 2022-16-CC $353,220
Proposed Amendment No. 1 $33,584
Contingency $16,416
Pro.ject Management and Staff Time $50,000
Construction Phase $3,375,523
Total $3,828,7 43
ALIGNMENT WITH COUNCIL GOALS: This Project meets the City Council's goal for "Continuing Infrastructure Improvements. "
ANALYSIS: Contract No. 2022-16-CC required that GGA provide Architectural and Engineering Services to prepare design and construction documents (plans) for the Project. The original agreement was approved by City Council at its March 22, 2022, meeting. Currently, the 1 204
plans are about 50% complete. To expedite the construction on the project, staff is recommending implementing the project in two phases. Phase I would consist of demolition and removal activities of the existing improvements located within the courthouse, such as heating and air-conditioning units, carpets, floor and ceiling tiles, benches, chairs, wall shelves, restrooms stall, and other amenities. It would also include hazardous material testing and removals.
Amendment No. 1 with GGA provides services necessary to prepare the technical documents needed to bid the demolition phase separately from the overall renovation of the courthouse. The technical documents will consist of a written summary of the scope of work with photos documenting existing conditions. This approach would expedite the preparation of the bid documents and minimize the costs, as compared to preparing plans and specifications.
The term of the contract is scheduled to end June 30, 2024, which encompasses the time needed to complete design services. An extension to December 31, 2024, is recommended since construction support services during construction are required to be provided by GGA.
BACKGROUND: The Project is funded in the Capital Improvement Program. The City initiated the Project to design a multitude of rooms for use as public meeting spaces, and supplemental office space. The Project is partially funded with $3,828,743 in :tunds and will be constructed in phases.
The South Gate Courthouse was opened approximately in 1954 and served as a courthouse operated by Los Angeles County until July 2004. The Courthouse experienced a fire that caused significant damage to several courtrooms. Around 2004, Los Angeles County decided to vacate the building and sold it to the City for a nominal fee of $1. The building has been empty since that time due to the damage and extensive improvement needed to bring the building into compliance with modern building codes such as the Americans with Disabilities Act ("ADA").
The South Gate Courthouse entails rehabilitating elements of the building structure such as, electrical, replacement of the mechanical units, remodeling and rehabilitating the building's interior, replacing existing fixtures with LED fixtures, replacing heating, ventilation, and air conditioning systems, replacing existing outdated electrical panels, replacing existing galvanized pipes with copper pipes where needed, replacing doors that are non-ADA compliant, and rehabilitating the overall condition of the interior of the building and to bring the courthouse into compliance with building codes. The Project aims to prepare the building structure for occupancy where the proposed tenants would complete the final improvements specific to their needs at a future time.
On March 22, 2022, the City Council approved ContractNo. 2022-16-CC with GGA in the amount of $353,220 to prepare design and construction documents. Design began in April 2022 and is anticipated to be completed by December 2023.
ATTACHMENTS: A.
B.
Proposed Amendment No. 1 to Contract No. 2022-16-CC Contract No. 2022-16-CC
ES:lc
2 205
Amendment No. 1
ContractNo. 2022-16-CC
AMENDMENT NO. l TO CONTRACT NO 2022-16-CC FOR ARCHITECTURAL AND
ENGINEERING SERVICES FOR THE SOUTH GATE COURTHOUSE, CITY PROJECT N0. 561-ARC BETWEEN THE CITY OF SOUTH GATE AND GONZALEZ
GOODALE ARCHITECTS
ThisAmendmentNo. ltoContractNo.2022-16-CC("ArnendmentNo.l")toprepareconstruction documents to start the demolition phase of the courthouse project, is made and entered into on March 14, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Gonzalez Goodale Architects ("GGA"), a California Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."
RECIT ALS
WHEREAS, on March 22, 2022, the City Council approved Contract No. 2022-16-CC with Consultant ("Agreement"), to provide Professional Architectural and Engineering Services, to prepare design plans, specifications, and cost estimates for the Courthouse renovation propjet City Project 561-ARC ("Project"), in an amount not-to-exceed Three Hundred Fifty-Three Thousand Two Hundred Twenty Dollars ($353,220); and WHEREAS, the City Council and Consultant desire to execute Amendment No. l to the Agreement, increasing the compensation payable to the Consultant in an amount not to exceed Thirty Three Thousand Five Hundred Eighty Four Do}Jars ($33,584), for services identified in Exhibit "A" attached hereto, under the terms and conditions of the Agreement, bringing the aggregate total of the Agreement and Amendment No. 1 to a total sum of Three Hundred Eighty Six Thousand Eight Hundred Four Dollars ($386,804).
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. MODIFICATION TO AGREEMENT
a. SCOPE OF WORK. The Scope of Work to be performed by Consultant for the duration of the term of the Agreement shall be limited to that set forth in Exhibit "A." The City reserves the right to augment or reduce the scope of work as City deems necessary.
b. COMPENSATION. The additional compensation paid by City to Consultant for the work identified in Exhibit "A" shall not exceed Thirty-Three Thousand Five Hundred Eighty-Four Dollars ($33,584). The total sum of the Agreement and Amendment No. l shall not exceed Three Hundred Eighty-Six Thousand Eight Hundred Four Dollars ($386,804).
c. TERM OF AGRF,EMENT. This Amendment No. 1 shall be through and including December 31, 2024.
206
Aanendment No. 1
ContractNo. 2022-16-CC
2. EFFECT OF AMENDMENTS. Except as expressly amended herein, all other terms and conditions of the Agreement and its original amendments, attachments and exhibits attached hereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 t o be executed and attested by their respective officers hereunto duly authorized.
CITY OF SOUTH GATE:
BY:
Maria del Pilar Avalos, Mayor
Dated:
ATTESTED:
By:
Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:
/ %
B37:
F. Salinas, City Attorney
TETRA TECH:
B7:
Harry Drake, President
Dated:
4 207
Januory 25, 2023
Mr. Elias Saikaly, P.E.
Project Manager
City of South Gate / Public Works Department
8650 California Ave, South Gate, CA 90280
Subject: South Gate Courthouse Renovotion - Add Services Proposal Revised 135 W. Green Street
Suite 200
Pcisadena, CA 91105
626-568-1428
ggarcli.com
Dear Elias,
Per your request, GGA is pleased to submit a proposal for architectural and MEP engineering services to separate a demolition scope from the original contract. The demolition scope shall only be a narrative with photos to describe all the removal items affected by the abatement from the HazMat report and affected by the future renovation work. The demolition narrative will be included as part of a Request for Proposal (RFP) prepared and advertised by the City of South Gate. No drawings and specification are included in this fee. The fee break-down is as follows:
SCOPE
Project management------------------------
Prepare Demolition Narrotive and Photos for RFP-- ASSiSt during Bid Including pre-bid site visit-------- Respond to RFIs during Construction
Perform Site Punch Walk at end of Construction------ FEE
$ 2,336
$13,904
$ 7,172
$ 7,672
$ 2.500
Total: $33,584
The total fee for the above services is a lump sum fixed fee of $33,584 not including reimbursables. Work will start immediately as soon as we receive the Notice to Proceed from you.
We look forward to working with you on completing this project successfully. Please contact us for any questions.
Sincerely,
Mary Wu, 414
Associate Principal
[email protected]
208
South Gate Courthouse Demolition Fee Proposal Breakdown Prepared by GGA
1/26/2023
GGA P2S
Proj Arch Job Captain MEP
S292 S185
Total
TASKI 8 00
S2,336 SO SO S2,336
TASK2 12 40 0
93,504 S7,400 S3,000 S13,904
TASK3 16 0 SO
S4,672 SO S2,500 S7,172
TASK4 16
S4,672 §O S3,000 S7,672
TASK5 7 2.5 SO
S2,044 S463 SO 52,500
S33,584
209
Contract No. 2022-16-CC
AGREEMENT FOR PROFESSIONAL SERVICF,S FOR ARCHITECTURAL AND
ENGINEERING SERVICES BETWEEN THE CITY OF SOUTH GATE AND
GONZALEZ GOODALE ARCHITECTS
This Agreement for Professional Services for Architectural and Engineering Services for the South Gate Courthouse Adaptive Reuse, City Project No. 561-ARC ("Agreement") is made and entered into on March 22, 2022, by and between the City of South Gate, a municipal corporation ("City"), and Gonzalez Goodale Architects, a Califomia Corporation ("Consultant").
The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."
RECIT ALS
WHEREAS, City desires to retain qualified provider for certain services relating to Architectural and Engineering Services for the South Gate Courthouse Adaptive Reuse Project; WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the professional services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform professional services described in the Proposal attached hereto as Exhibit "A" and made a part to this Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement, The Scope of Services may be mutually amended firom time to time by both Parties in writing.
2. COMPENSATION. The total amount of compensation for this Agreement shall not exceed the sum of Three Hundred Fifty-Three Thousand Two Hundred Twenty Dollars ($353,220) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred unless first approved in writing by the Assistant City Manager/Director of Public Works.
2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between the Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.
2.2 Consultant shall submit to City a monthly invoice for services rendered included in Exhibit "A." City shall pay the Consultant within forty-five (45) days of receipt of 210
Contract No. 2022-16-CC
Agreement for Professional Services
Gonzalez Goodale Architects
the invoice.
2.3 No payment made hereunder by City to Consultant, other than the final payment, shall be constnued as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.
TERM OF AGREEMENT. This Agreement is effective as of March 22, 2022, and will retnain in effect through June 30, 2024, unless othemise expressly extended and agreed to by both Parties in writing or terminated by either Party as provided herein.
CITY AGENT. The Assistant City Manager/Director of Public Works, for the purposes ofthis Agreement, is the agent for the City. Whenever approval or authorization is required, Consultant understands that the Director of Public Works has the authority to provide that approval or authorization.
CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located within City which may be affected by the services to be performed by Consultant under this Agreement. ConsultantfurtherrepresentsthatinperfortnanceofthisAgreement,noperson having such interest shall be employed by it. Within ten (10) days, Consultant agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement.
5.1 Consultant represents that no City employee or official has a material financial interest in the Consultant's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Consultant shall not offer, encourage or accept any financial interest in the Consultant's business or in this Agreement by any City employee or official.
GENERAL TERMS AND CONDITIONS.
6.1 Termination for Convenience. The City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid a total amount equal to its outstanding fees for services rendered as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.
6.2 Termination for Cause.
6.2.1 The City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances. 211
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a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or
b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance ofthis Agreementin accordance withits terms, andin eitherof these circumstances does not correct such failure within a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.
6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.
6.2.3 IfthisAgreementisterminatedasprovidedaboveinSubsection6.2.1,City may require Consultant to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computation, surveys, models, or other similar documentation prepared by Consultant. Upon such termination, Consultant shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whetherdelivered to City or in possession of Consultant, and to authorized reirnbursement expenses.
6.2.4 If, after notice of termination of the Agreement under the provisions of Subsection6.2.l above,itisdetemiined,foranyreason,thatConsultantwas not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1 above.
6.3 Non-Assignabffity. Consultant shall not assign or transfer any interest in this Agreement without the express prior written consent of City.
6.4 Non-Discriminahon.
6.4.1 Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, geed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the perfomiance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and City governments. Consultant will take affirmative action to ensure that 212
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subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disabled or age. Consultant will take affirtnative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship
6.4.2 The provisions of Subsection 6.4.1 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 which is incorporated hereinby this reference. A copy ofExecutive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.
6.5 Insurance. Consultant shall submit to City certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:
6.5.1 Workers' Compensation Insurarice as required by law. Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees.
6.5.2 Comprehensive general and automotive liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted or authorized to do business in the State of California or which is approved in writing by City. b. Name and list as additional insured City, its officers, and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby 213
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understood and agreed that this policy shall not be canceled except upon thirty(30) days priorwrittennotice to Cityof such cancellation or material change."
e. Cover the operations of Consultant pursuant to the terms of this Agreement.
6.6 Inr%nmi&aiiou. Consultant agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Consultant's (including Consultant's employees, representatives, products and subcontractors) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Consultant.
6.7 Compliance With Applicable Law. Consultant and City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, without regard to conflict of law principles.
6.8 Tnrlnpcurlnnt l'nntractor. This Agreement is by and between City and Consultant and is not intended, nor shall it be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Consultant.
6.8.1. Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Consultant, or any of Consultant's employees, except as herein set forth, and Consultant expressly warrants not to, at any time or in any manner represent that it, or any of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Consultant is and shall at all times remain to City a wholly independent contractor and Consultant's obligations to City are solely such as are prescribed by this Agreement.
6.8.2. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for emollment in CalPERS as an employee of City, Consultant shall indemnify, defend, and hold hannless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any fees assessed and interest, 214
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which would otherwise be the responsibility of City.
6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City.
Verification of a valid South Gate business license will be required prior to start ofwork and any fees associated with the acquisition or maintenance of such license shall be the sole responsibility of Consultant.
6.9 Consultant's Personnel.
6.9.1 All services required under this Agreement will be performed by Consultant, orunder Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.
6.9.2 Consultantshallbesolelyresponsibleforthesatisfactoryworkperformance ofall personnel engaged in performing services required bythis Agreement, and compliance with all reasonable performance standards established by City.
6.9.3 Consultant shall be responsible for payment of all employees' and subcontractor's wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.
6.9.4 Consultant shall indemnify and hold harmless the City and all other related entities, officers, employees, and representatives, from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices, or of any acts or omissions by Consultant in connection with the work performed arising from this Agreement.
6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Consultant.
6.11 Legal Construction.
6.11.1 ThisAgreementismadeandenteredintointheStateofCaliforniaandshall in all respects be interpreted, enforced, and governed under the laws of the State of California, without regard to conflict of law principles.
6.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision ofthis 215
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Agreement shall be constnied as though each of the parties participated equally in the drafting of the same, and any rule of constnuction that a documentis to be construed againstthe draftingparty shallnotbe applicable to this Agreement.
6.11.3 The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or conshuction.
6.11.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
6.12 ('OliuLiipaiL. This Agreement may be executed in counterparts and as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.
6.13 Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days ofthe receipt of that check.
However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, and agents.
6.14 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to the Consultant.
6.15 Files. All files of Consultant pertaining to City shall be and remain the property of City. Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length oftime for which such failure continues, shall not constitute a waiver ofsuch Party's right to demand compliance by such other Party in the future. No waiver by /J 216
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a Party of a default or breach of the other Party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Partyunderthis Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election ofremedies with respect to any otherpermitted or available right of remedy.
6.17 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.
6.18 Severabfflty. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.19 Attorney's Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorney's fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorney's fees and costs in addition to all otherrelief to which that Party or those Parties may be entitled.
6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Consultant.
6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery, and depositing said notice in the United States mail, postage prepaid, and addressed as follows:
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TO CITY: WITH COURTESY COPY TO:
City of South Gate City of South Gate
ArturoCervantes,P.E. RaulSalinas
Asst. City Manager/Director of Public Works City Attorney 8650 California Avenue 8650 California Avenue
South Gate, CA 90280 South Gate, CA 90280
E-mail: acervantes@,sogate.org E-mail: [email protected] TO CONSULTANT:
Gonzalez Goodale Architects
Hard Drake, AIA
Principal
135 West Green Street, Suite 200
Pasadena, CA 91105
E-mail: hrdrake(2,ggarch.com
6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.
6.23 Consultation With Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.
6.24 Interpretation Against Drafting Party. City and Consultant agree that they have cooperated in the review and drafting of this Agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be constnied against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.
EFFECTIVE DATE. The effective date of this Agreement is March 22, 2022 and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF SOUTH GATE:
By:
DatedAl R,io,s7oorr/2d 22
ATTEST:
BY:
Camien Avalos, City
(SEAL)
APPROVED AS TO FORM:
By:
F. Salinas, City Attomey
GONZALEZ GOJODALE ARCHITF,CTS:
Harry Dfake, AIA, Principal
Dated: 5aa51a2S
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February 28, 2022
Mr. Elias Saikaly, P.E.
Project Manager
City of South Gate / Public Works Department
8650 California Ave, South Gate, CA 90280
135 W. Green Street
Suite 200
Pasadena, CA 91105
626-568-1428
ggarch.com
Subject: South Gate Courthouse Renovation
Dear Elias,
GGA is pleased to submit this scope of work and fee proposol for architectural/engineering services to renovate the City of South Gate Civic Center Courthouse. We look forward to recommencing our work with the City on this project with this updated scope of work.
The City of South Gate currently owns the courthouse building formerly owned and operated by the County of Los Angeles. The building has not been in use for many years and requires refurbishment/replacement of the major component systems. It is the City's goal to re-use this building for City offices, conference rooms, storage, and possibly for other uses in the future.
The structure was built in 1955 utilizing reinforced concrete and wood frame construction. It is approximately 15,500 square feet, comprised of two court rooms, jury rooms, detention cells, visiting rooms, administrotive supporting offices, restrooms, a records storage and mechanical room in the basement, and another mechanical room on the limited second floor. Minor alterations to the interior of the structure have occurred since the original construction including renovation of two toilet rooms for partial accessibility. The City removed the existing leaking roof and installed a new roof within the last several years.
A Hazardous Materials Survey Report was prepared by Titan Environmental Solutions, dated February 23, 2016 and will be addressed as part of the renovation project.
Building damages are common throughout the F5cility and finishes are in fair to poor condition with typical worn finishes. The walls, ceiling and floor have water damage from roof leaks and there is fire damage in the Jury Room and termite damage to wood doors and fromes
RENOV ATION SCOPE OF SERVICES
Modify Courthouse fr6nt entry storefront door/hardware for current code compliance Replace or repair all non-compliance accessible doors and hardware and damaged doors which access to Call the rooms along the Lobby, North corridor, and South conidor. This scope does not apply to the rest of the rooms located at the East side of the Courtrooms as acknowledged by the City Building Official.
Accessibility upgrades of the North and South Public Toilet Facilities (4 rooms) including the Janitor room and drinking fountain
GGA I Architecture+
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Remove two single occupant toilet rooms at the North Jury Room, remodel into a room opens to the Jury Room
Upgrade two single occupant toilet rooms at the South Jury Room. These toilets rooms will not comply with current code os acknowledged by the City Building Official.
Upgrade two detention cell rooms and remodel into open area rooms. Remove observation windows and casework in one of the detention cells.
Scope of work for each room inside the Courthouse Building Cl. Remove all items and finishes inside room entirely to bare floor, wall, and ceiling framing substrate.
Including to remove equipment, cosework, lighting fixtures, plumbing fixtures, exposed electrical conduits and piping, flooring, ceiling tiles, any finishes adhered to the WCIIIS. b. Install new flooring and base, new ceiling tiles, new HVAC air registers and thermostats, new lighting fixtures, sensors and switches, new electrical receptacles where required, new paint on walls and hard ceilings, new paint on doors and frames, new plumbing fixtures where applicable, new toilet accessories where applicable, new thresholds under doors where necessary c. Install new furred walls where necessary to hide electrical conduits and plumbing pipes Scope of work for the main Lobby and East and West Corridors:
a. Remove and replace ceiling tiles, install new lighting fixtures, and air diffusers. b. Cleon and polish existing terrazzo flooring and stone tiles walls. Paint walls where drywalls occur. c. Modify or remove two large interior windows to the Municipal Clerk room, remove overhead roll down steel counter doors and casework.
Mechanical, Electrical and Plumbing Scope of Work. a. Upgrades HVAC for all areas in the entire building, replace new ductwork as necessary b. Upgrades Electriool to include new electrical panels, distribution, LED lightings and Controls c. Upgrade Plumbing to include gas meter replacement, new water heaters, new copper piping and new plumbing fixtures
d. Develop energy calculations for code T24 compliance e. Provide performance criteria only for Fire Sprinkler and Fire Alarm design. Both system shall be Design-build by contractor.
Civil Scope of Work
Cl. Review client provided survey for ADA compliance from existing exterior ramp to adjacent accessible parking spaces
b. Restriping and layout of the North Porking lot to provide accessible parking Structural Scope of Work
GGA I Architecture+Page 2 I City of South Gate
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Con
a. Structural details for damaged repairs
b. Coordination structural system with Architectural and other trades design system c. Review structural adequacy for gravity and seismic loads imposed by equipment and utilities.
Cost Estimate Scope of Work
a. Provide preliminary estimate at Schematic phase, a progress estimate during construction document phase and C) final estimate before bid.
The followings are exclusions but can be done OS additional service if requested by the City:
a. Site work, site utilities and landscape
b. Exterior building faqade to do windows, doors, and roofing upgrades. c. Signage, casework, and furniture
d. Information Technology design
e. Structural Analysis of existing building
Our total fee for the above services is a lump sum of $353,220.
GGA (Architectural) $224,670 Refer to attached work plan for hours breakdown.
Brandow & Johnston (Civil) $5,000
Brandow & Johnston (Structural) $15,000
P2S(MEP) $83,750
Yuang Tai (Cost Estimotor) $24,800
We are delighted to have the opportunity to work together with the City of South Gate. Please contact us if you have any further questions concerning this proposal.
Sincerely,
Associate Principal
[email protected]
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3 and Tasks Contract No. 2022-16-CC
Proposed Work Efforts
GGA+
Role P
$347
SPM
$292
PC
$185 $185
PD2
$126
A
$108
Structural
B&J
$0
HOurS '0 0 0 0 0 0 0
$70,810
22 2 8 12
16 72
73 1 24 48
12 4 4 4
48 8 40
4 4
8 62
68 4 24 40
918
10 2 4 4
254 8 84 206 0 40 4HOurS
% FTE
$0
HOurS 0000000
uction Cost and Project
iments for Phose approval
3.0 months $143,126
review comments into
27 cumentation and Furnish
40 ionDocuments 220
ing systems into architectura 64
48 :indapproval 12
QAreviewcomments 40
coordination 52
IPick-upRevisions 45
4 8 16
40 24
32 4
8 40
12 16
16 180
40 8
4 32
4 32
$15,000
2A 223
GGA+
Role P
$347
SPM
$292
PC
$185 $185
PD2
$126
A
$108
Structural
B&J
4 4
B 22 4
70 4 6
76 16 60
16 4 8 4
HOurS 656 )O :nO 408 0 0 28
o/ FTE
$10,734
$0
I
Th l 24 16 4
Hours 45 ) 24 16 0 0 4
% FTE
$0
$0
$0
$0
$0
0000000HOurS
o/ FTE
$224,6701i 955 19 318 630 0 40 3ei $15,000
3 and Tasks
Proposed Work Efforts
Durations
uction Cost and Project Schedule
iproval
)Ion Check
te drawings to incorporate all
for Bid
s, bid review)
1s (qssuming 8 months, biweekly
tal review, clarifications
Total Cost
Contract No. 2022-16-CC
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CITYMANAGER'S OFFiCE Item No. 7
MAR - 8 2!)23
City of South Gate
CITY COUNCIL
AGENDA IBJ[LL
For the Regular Meeting of: March 14, 2023
Department: Public Works
Department Director:
o erv es Jefjfers
SUBJECT: MAINTENANCE AGREEMENT WITH TREEPEOPLE FOR THE
SOUTH GATE TREE PLANTING PROJECT
PURPOSE: To approve a Maintenance Agreement ("Agreement") with TreePeople, Inc. ("Tree People") to plant 1,200 trees in the City of South Gate ("City"), at no cost to the City.
RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with TreePeople to plant 1,200 trees in the City and to provide maintenance for three years, at no cost to the City; and b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.
FISCAL IMPACT: There is no fiscal impact to the General Fund for implementing the project in the current budget cycle. There is a fiscal impact to the Street Light and Landscape fund for continued maintenance of tree's planted on public property a:tter the three-year establishment period. The maintenance cost for 1,200 trees is estimated at $264,000 over a 4-year tree trimming cycle.
ANALYSIS: TreePeople has received a grant to plant trees in the City. They have provided a scope of work committing to planting 1,200 trees in City parkways, parks, and other facilities in accordance with City standards and the Street Tree Master Plan. TreePeople provides installation services mostly through volunteers, and community outreach and involvement. The tentative timeline for the project is through calendar year 2023 and concluding in 2026. Community outreach and planting activities would follow throughout Winter of 2023. Tree planting activities would realistically occur in Spring of 2023 and continue until the goal of 1,200 trees is met and their establishment periods are fulfilled.
Under the Agreement, TreePeople will identify 1,200 suitable locations to plant trees in accordance with City standards; install 1,200 15-gallon trees across public locations such as parkways, parks, and other facilities; organize and implement the planting of 1,200 trees through TreePeople staff and volunteer events; conduct community outreach and engagement to solicit the volunteer participation of local community members; and conduct three (3) years of establishment and oversight care to promote the establishment of trees. l
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Volunteer events will typically be conducted on Saturdays and Sundays. TreePeople will conduct volunteer organization, including volunteer recruitment, sign-in, training, and oversight. TreePeople will provide volunteers with adequate supplies and knowledge to success:fully plant and care for trees during volunteer activities.
BACKGROUND: The Public Works Department is responsible for the construction and maintenance of facilities, landscaping, and trees the public right-of-way. TreePeople received a grant through Cal Fire's Urban and Community Forestry Grant Program in the amount of $791,610 on behalf of the City of Cudahy and the City ("Calles Verdes: Cudahy and South Gate Urban Forest Improvement Project"). The grant obtained by TreePeople funds planting of a combined 1,600 trees in both City (1,200) and in Cudahy (400), and three years of maintenance to promote their establishment.
On July 19, 2022, TreePeople met with the Public Works Department to discuss project requirements and planting activities. The Public Works Department will work with TreePeople to identify viable planting sites.
The City currently has approximately 18,000 wells or sites for trees of which an estimated 3,635 are vacant. The 1,200 trees proposed will be planted within designated tree wells or sites. The City has a Street Tree Master Plan which calls for three tree species per street.
The trees planned to be planted will meet the requirements of the master plan.
The City's Street Tree Master Plan was prepared in 2007. The plans include a public outreach component. Residents had an opportunity to provide input in the selection of the streets proposed for each street. The tree selection was intended to mitigate some of the issues that exist today such as trees species that are too large for the parkways.
The City is responsible for the maintenance of trees in the public right-of-way or public facilities. The City currently provides maintenance under Contract No. 2020-83-CC with United Pacific Services. The City will be required to maintain the planted trees after three years. According to the contract, the City's maintenance costs will be an estimated $264,000.
ATT ACHMENTS: A. Proposed Maintenance Agreement
A. Scope of Work
A-1. Scope of Work
B. Cost Proposal
IB:lc
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Attachment A
Contract No.
AGREEMENT FOR MAINTENANCE SERVICES
THIS AGREEMENT FOR MAINTENANCE SERVICES (this "Agreement") is entered into as of March 14, 2023, by and between the City of South Gate, a Municipal corporation (the "City") and TreePeople, Inc., a California corporation ("Contractor"), with reference to the following facts:
RECIT ALS
A. City is the owner of certain facilities more particularly identified in this Agreement below and in the Exhibits attached hereto.
B. Contractor has represented and does hereby represent to the City that Contractor has the requisite skills, knowledge, qualifications, manpower and expertise to plant and maintain 1,200 trees, and Contractor does hereby offer to perform maintenance services with respect thereto, as more particularly identified below in this Agreement and in the Exhibits attached hereto.
C. The City is willing to accept that offer of planting and maintain 1,200 trees for a 36-month period, subject to the terms and conditions of this Agreement.
Now, therefore, the City and Contractor hereby agree as follows:
AGREEMENT
1. Engagement and Scope of Work. The City hereby engages the Contractor, and the Contractor accepts such engagement, to perform the maintenance services ("Work") identified on Exhibit "A" hereto. The locations at which such Work is to be performed ("City Facilities") are also identified on Exhibit "A" hereto. The Work shall include all the terms and conditions of Contractor's proposal dated September 7, 2022, ("Proposar'), which shall be attached as part of Exhibit "A" and which is incorporated herein by this reference; provided, however, that to the extent the Proposal conflicts with anything else in this Agreement, the terms of this Agreement shall control.
2. Compensation Payable by City to Contractor. The maximum amount of compensation to be paid to Contractor by the City hereunder shall not exceed Zero Dollars ($0.00). Contractor will be paid through sources of funds outside the City, but primarily the Cal Fire's Urban Community Forestry Grant Program. A more detailed description of the compensation payable to Contractor hereunder, including unit prices, monthly payments, and/or other information, conditions and limitations, is set forth on the Cost Proposal attached hereto as Exhibit "B". Except as may be specifically set forth in Exhibit "B", or approved by the City on a case-by-case basis, Contractor shall not be paid hereunder for any travel time in the performance of the Work. Except as otherwise provided in Exhibit "B", on or before the twentieth (20I11) day of each calendar month following the commencement of the Work, Contractor shall file its request for payment, accompanied by evidence satisfactory to the City justifying the reqriest for payment, including a report of Work accomplished and tasks completed in the previous month, 1 Agreement for Maintenance Services
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and an itemization of eligible expenses with copies of receipts and invoices. If, a'fter review by the City, the Work is found to be unacceptable, Contractor, at its expense, shall expeditiously correct such unacceptable Work. If Contractor fails to correct unacceptable Work, the City may withhold from any payment due an amount that the City reasonably believes will equal the cost of correcting the Work. Subject to the City's right to reject all or any part of the charges set forth in such invoice as provided herein, the City shall pay Contractor the amount of such invoice within thirty (30) days of receipt and approval of such invoice.
3. Term of Agreement. The term of this Agreement ("Term") shall commence on March 14, 2023, and shall terminate on March 14, 2026, unless terminated sooner pursuant to the provisions of Sections 9, 10 or 13.2 below. This Agreement shall not be automatically renewed or extended; performance by Contractor of any Work following said termination date shall be prohibited, and Contractor shall not be entitled to compensation therefore, in the absence of a written agreement pertaining to such additional Work executed by the City and Contractor pursuant to Section 19.10.
4. Commencement of the Work. The execution and delivery of this Agreement by the City and Contractor does not constitute an authorization for Contractor to proceed with the Work. Contractor shall commence performance of the Work within seven (7) days after the City issues to Contractor a written notice, signed by the City's Director of Public Works ("Director"), instructing Contractor to proceed with the Work. Contractor represents and warrants to the City that Contractor will be able to commence the Work within that time in compliance with all requirements of this Agreement, including without limitation those set forth in Sections Error! Reference source not found., 6 and 7 below.
5. Inspection of Work. The Director and his designees shall have the right to review and inspect the Work performed by Contractor hereunder at any and all times, with respect to the quality of the Work and Contractor's conformance to the terms of this Agreement, pursuant to the City's established review and approval procedures as the same may be amended from time to time. Without limiting the City's rights under Section 2 above, if the Director or his designee determines as a result of any such inspection that any aspect of the Work is unsatisfactory for any reason (including without limitation failure to meet the performance standards specified in Section 7 below), then Contractor shall promptly correct the Work at no additional cost to the City.
6. Contractor Must Pay Prevailing Wages to its Employees. This Agreement is a public works contract. As such, pursuant to regulations established by the California Department of Industrial Relations and codified at 8 CCR §§ 16000 and 16001(f), Contractor's performance hereunder is subject to Contractor's compliance with prevailing wage rate payment requirements under California Labor Code § 1771. Contractor must pay "prevailing wages" to all personnel employed by Contractor who perform any portion of the Work. Information regarding prevailing wage determinations can be found on the Department of Industrial Relations' web site at http://www.dir.ca.gov/OPRL/[email protected]. It is Contractor's responsibility to interpret and implement any prevailing wage requirements. Contractor agrees to pay any penalty or civil damages resulting from a violation of prevailing wage laws with respect to this Agreement. The City advises Contractor to familiarize itself with those laws, including without limitation those set forth at California Labor Code §§ 1720 through 1861, inclusive. 2 A greement for Maintenance Services
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7. Performance Standards and Requirements. Contractor shall perform and complete the Work promptly, diligently, and in a manner satisfactory to the City. Contractor shall furnish all equipment, tools, materials, labor and other services necessary to fully and adequately perform the Work, and shall pay all applicable fees and expenses associated therewith.
Contractor and its subcontractors shall perform all acts required to complete the Work under this Agreement (i) in a skillful and workmanlike manner, (ii) consistent with the standards generally recognized as being employed by other maintenance companies in the State of California, and (iii) in accordance with all federal state and local laws, regulations and ordinances applicable to the operation of Contractor's business and to its performance of the Work under this Agreement.
Contractor warrants that (a) all of its employees and subcontractors shall have sufficient skills and experience to perform those portions of the Work assigned to them, (b) they shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and (c) such licenses, permits, qualifications and approvals shall be maintained throughout the Term of this Agreement.
8. Independent Contractor. In performing its duties hereunder, Contractor shall at all times act as an independent contractor. Contractor shall complete the services required of it hereunder according to its own means and methods of work, which shall be in the exclusive charge and control of Contractor and not subject to the control or supervision of the City except as to the results of the work and except as otherwise specifically set forth in this Agreement. In no event shall Contractor have any authority or power under this Agreement to incur any debt, obligation or liability on behalf of the City. Neither Contractor nor its employees are employees of the City, and nothing in this Agreement shall render Contractor an employee, partner, agent of, or joint venturer with the City for any purpose. Neither Contractor nor its employees shall represent themselves as employees of the City. Personnel employed or subcontractors retained by Contractor shall not acquire any rights or status regarding the City. Neither Contractor nor its employees shall have any claim against the City hereunder or otherwise for salary, vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Contractor is responsible for complying with all obligations of an employer imposed under federal or state law. The City shall not withhold Social Security and Medicare taxes from any payments made to Contractor hereunder, nor shall the City make any such payments on Contractor's behalf. The City shall not make state or federal unemployment contributions on Contractor's behalf or withhold state or federal income tax from Contractor's payments hereunder. Contractor shall pay all applicable taxes related to the performance of services under this Agreement including all federal, state or local income, Social Security, Medicare, and self-employment taxes. Contractor will also pay all unemployment contributions for its employees related to the performance of services under this Agreement. Neither Contractor nor its employees or contractors are eligible to participate in any employee, pension, health, vacation pay, sick pay or other fringe benefit plan of the City. Contractor shall complete and submit to the City an IRS Form W-9 and acknowledges that the City will issue to Contractor an IRS Form 1099 for non-employee compensation for all payments for the Work rendered hereunder. Contractor agrees to indemnify and hold the City harmless from and against any and all liability arising from any failure of Contractor to pay any income or other tax when due on account of the compensation paid to Contractor by the City hereunder (and Contractor's obligation to indemnify the City under this Section 8 shall survive the expiration or sooner termination of this Agreement). 3 Agreement for Maintenance Services
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9. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, sexual orientation, disability or other handicap, age, marital/familial status, or status with regard to public assistance.
Contractor will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Contractor to perform services under this Agreement, are free from such discrimination. Such employment practices include but are not limited to hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
Contractor shall include the foregoing non-discrimination provisions in all solicitations or advertisements placed by or on behalf of Contractor for personnel or subcontractors to perform any services under this Agreement. Upon written request, the City shall have right to inspect and have access to all of Contractor's (and its subcontractors') documents, data and books and records for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section 9. Contractor agrees that all applicable provisions of Executive Order No. 11246 shall be incorporated into this Agreement by this reference. A copy of Executive Order No. 11246 is available to Contractor for inspection and on file with the City's Public Works Department.
10. Contractor's Representations and Warranties. In addition to the other representations and warranties set forth elsewhere in this Agreement, Contractor hereby represents and warrants to the City as follows:
10.I Familiarity with Work. Contractor has thoroughly investigated and considered the scope of services to be performed hereunder, has carefully considered how that Work should be performed, and understands the circumstances which may restrict or otherwise impact Contractor's performance of the Work under this Agreement.
10.2 Site Inspection. Contractor has visited each of the City Facilities where the Work is to be performed and is fully acquainted with the conditions existing at such sites.
10.3 No Solicitation. Contractor has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement.
10.4 No Fees, Commissions, Gifts or Other Consideration. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon such breach or violation of this warranty, the City shall have the right, in its sole discretion, to terminate this Agreement without :turther liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
10.5 No Conflict of Interest by City. Contractor has no knowledge that any officer or employee of the City has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time, a complete written disclosure of such 4 Agreeinent for Maintenance Services
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interest will be made to the City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.
10.6 No Conflict of Interest by Contractor. Upon execution of this Agreement, Contractor has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any maru'ier hinder the performance of Work required by this Agreement, nor shall any such interest be acquired during the Term of this Agreement.
11. Non-Exclusivity. The City does not warrant to contract-exclusivity with a single contractor to perform the type of maintenance services which Contractor is performing under this Agreement. As such, Contractor may not be the only company providing maintenance services to the City. The City reserves the right to enter into similar contracts with third parties for maintenance services in areas of the City other than the City Facilities identified in Exhibit "A" which are the subject of this Agreement.
12. No Assignment. Contractor shall not assign, delegate, or subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the Director, which may be granted, conditioned or withheld by the Director in his sole and absolute discretion. This prohibition shall not apply to subcontracts and subcontractors identified by Contractor to the City in connection with any formal bid documents submitted by Contractor to the City in connection with the City's award of this Agreement to Contractor. Any proposed delegation, assignment or subcontract shall provide a description of the services to be covered, identification of the proposed assignee, delegatee or subcontractor, and an explanation of why and how the same was selected, including the degree of competition involved. Any proposed agreement with an assignee, delegatee or subcontractor shall include both (a) the amount involved, together with Contractor's such cost or price; and (b) a provision requiring that any subsequent modification or amendment shall be subject to the City's prior written consent. Any assignment, delegation or subcontract shall be made in the name of Contractor and shall not bind or purport to bind the City and shall not release Contractor from any obligation under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegatees and subcontractors. No such assignment, delegation or subcontract shall result in any increase in the amount of total compensation payable to Contractor under this Agreement.
13. Public Employees Retirement System. Notwithstanding any other local, state or federal policy, rule, regulation, law or ordinance to the contrary, neither Contractor nor any of its employees, agents or subcontractors shall qualify for or become entitled to - and each hereby agrees to waive any claims to - any compensation, benefit or incident of employment by the City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of the City and entitlement to any contribution to be paid by the City for employer contribution and/or employee contributions for PERS benefits.
Without limiting the generality of Section 18 below, if Contractor or any employee, agent or subcontractor of Contractor claims (or is determined by a court of competent jurisdiction or by PERS) to be eligible for enrollment in PERS as an employee of the City, then Contractor shall indemnify, defend (using counsel acceptable to the City) and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of 5 A greement for Maintenance Services
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Contractor or its employees, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of the City.
14. Insurance. During the Term of this Agreement, Contractor shall at its expense maintain in full force and effect policies of insurance as required by Sections 14.2, 14.3 and 14.4 below and also, if required by the City, policies of insurance as required by Section 14.1 below:
14.1 Property Damage/Casualty Insurance. Depending on the nature of the City Facilities which are the subject of this Agreement, the City may require a policy or policies of insurance covering loss or damage thereto, in amounts deemed necessary by the City to cover the full replacement cost of those City Facilities. Said insurance shall provide protection against all perils typically included within the classifications of "all-risk", "fire legal liability", and "personal injury" insurance.
14.2 Liability Insurance. Liability, bodily injury, personal injury and property damage insurance with a combined single limit of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the annual aggregate, insuring against any and all liability of the insured with respect to the Contractor's performance of (or failure to perform) its obligations under this Agreement. Each such policy shall be in the form of an Insurance Services Office ("ISO") Commercial General Liability Insurance policy, an ISO Comprehensive General Liability Insurance policy with Broad Form General Liability endorsement, or in any similar, commercially reasonable form. Without limiting the scope of coverage to be provided thereby, all such insurance shall specifically insure Contractor's performance of the indemnity provisions contained in Section 18 below as to liability for injury to or death of persons and injury or damage to property.
14.3 Worker's Compensation Insurance. Workers' Compensation Insurance as required by California law. This insurance must include (in the policy itself or by endorsement) a Waiver of the Right of Subrogation for General Liability against the City.
14.4 Automobile Liability Insurance. Automobile Liability Insurance, including owned, non-owned and hired vehicles, with at least the following limits of liability:
(a)Primary Bodily Injury with limits of at least $1,000,000 per person, $2,000,000 per occurrence, and (b) Primary Property Damage of at least $1,000,000 per occurrence
14.5 Qualifications of Insurers. Each policy shall be issued by an insurance company having a "Best's Rating" of at least A and having a "Financial Size Categories" rating of at least VIII in the most current edition of "Best's Insurance Reports" issued by A.M. Best Company. In addition, each policy shall be issued by an "admitted" insurance company (i.e., one that is qualified and licensed to do business in the State of California).
14.6 City to be Named as Additional Insured Party. All policies (other than worker's compensation insurance policies) must include an Additional Insured Endorsement (CG 20 10 11 85) naming the City and its agents as an additional insured on the applicable insurance coverage with respect to the City's and its agent's interests under this Agreement. 6 Agreement for Maintenance Services f 232
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14.7 Primary Insurance. Insurance obtained pursuant to this Section 14 shall be primary insurance, and other insurance (if any) maintained by the City shall be excess of Contractor's insurance and shall not contribute with the insurance required hereunder.
14.8 Blanket Policies. Any or all policies to be obtained by Contractor hereunder may, at Contractor's option, be provided under a separate policy covering only the items and matters to be insured under this Agreement, or included in one or more blanket policies covering not only those items and matters but also additional property and matters owned or otherwise insured by Contractor. All such combined or blanket policies must, however, comply with each and every provision of this Section 14.
14.9 Restrictions on Cancellation and Reduction. Each insurance policy required hereunder shall specify that the insurance company issuing the policy will give the City at least thirty (30) days' written notice prior to the effective date of (a) any cancellation, interruption or lapse of coverage, and (b) any reduction in the amount, type or extent of coverage.
14.10 Waivers of Subrogation. The parties release each other from any claims for damage to any person or property, and to the fixtures, personal property, improvements, and alterations thereon, that are caused by or result from risks insured against under any insurance policies carried by Contractor and in force at the time of any such damage. Furthermore, each insurance policy obtained hereunder shall provide that the issuing insurance company waives all rights of recovery by way of subrogation.
14.11 Verification of Coverage. Prior to or concurrent with Contractor's execution and delivery of this Agreement, and not later than thirty (30) days prior to the expiration of any insurance policy carried hereunder (with respect to policies which will replace said expiring policies during the Term of this Agreement), Contractor shall deliver to the City original certificates of insurance and amendatory endorsements evidencing and effecting insurance coverage required hereunder. All such certificates and any endorsements pertaining to the insurance coverage required hereunder shall be signed by a person authorized by the insurer to bind coverage on the insurer's behalf, and shall be on forms provided or approved by the City.
In no event shall Contractor commence any construction, demolition, grading or other work relative to the Improvements until all evidences of insurance coverage required under this paragraph have been delivered to the City as required hereby. The City shall have the right, at any and all times, to require Contractor to provide the City with complete copies of any and all policies of insurance that Contractor is required to maintain hereunder, and Contractor shall deliver such copies to the City not later than ten (10) days following such request.
14.12 Form of Policies. All insurance policies required hereunder shall be in a form acceptable to the City and its agents; and shall include those endorsements which are necessary to extend coverage which is appropriate to the nature of this Agreement.
14.13 Policy Limits Do Not Limit Contractor's Liability. The minimum limits of policies of insurance required of Contractor under this Agreement shall in no event limit Contractor's liability under this Agreement.
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15. Termination for Convenience. The City may terminate this Agreement at any time, with or without cause, upon sending a written notice of termination to Contractor (the "Termination Notice") that specifies a termination date (the "Early Termination Date") at least thirty (30) days a'fter the date of the Termination Notice. Upon receipt of the Termination Notice, Contractor shall acknowledge receipt to the City in writing and take all steps necessary to cease all Work in a reasonable and orderly manner by no later than the Early Termination Date; provided, however, that any Work performed after the Early Termination Date that is reasonably necessary to terminate the Work in an orderly manner must be specifically authorized in writing by the Director prior to its performance and prior to the Early Termination Date. Upon termination by the City, Contractor shall be paid or reimbursed for all Work performed by Contractor under the Agreement up to the Early Termination Date (less all payments previously made), plus ten percent (10%) of the balance that would otherwise be due to Contractor during the remaining Term of this Agreement as reimbursement for profits lost to Contractor by virtue of the City's early termination of this Agreement. In no event shall any amounts paid or reimbursed upon termination of this Agreement exceed the total maximum compensation Specified in Section 2 above.
16. Notice of Default and Termination for Cause. If the City delivers written notice to Contractor notifying Contractor that it is in default of one or more of its obligations under this Agreement, specifying the nature of the default, and stating what steps Contractor must take to cure the default ("Default Notice"), and if such default remains uncured within ten (10) days following the City's delivery of the Default Notice, then the City may at any time therea'fter immediately terminate this Agreement upon written notice to Contractor. Upon such termination, the City shall pay Contractor an amount equal to the value of the Work satisfactorily performed hereunder as of the date of the Default Notice; provided, however, that the City retains all rights to recover damages incurred by the City as a result of Contractor's default, including without limitation the right of offset against amounts otherwise due to Contractor hereunder, and the rights specified in Section 17 below. Contractor shall have no right to any reimbursement for profit or lost profit. Following such termination, the City may procure, upon such terms and in such manner as the City deems appropriate, maintenance services similar to those terminated hereunder. If, after notice of termination of this Agreement under the provisions of this Section 16, the City determines, for any reason, that Contractor was not in default hereunder, or that such default had been cured, then the rights and obligations of the City gnd Contrpctor shall be the same as if the notice of termination had been a termination for convenience issued pursuant to Section 15 above.
17. City's Remedies for Contractor's Failure to Perform. Upon Contractor's default of any of its obligations hereunder, and at any time a'fter any such default, the City may take any one or more of the following actions:
17.1 Forfeiture of Bond/Negotiation of Security. The City may cause to be forfeited to the City all or a portion of any security given for the faithful performance of Contractor's obligations, and may further cause to be negotiated any instrument of credit deposited with and assigned to the City in such amount as may be required to complete the Improvement work.
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17.2 Performance by City at Contractor's Expense. Upon Contractor's default, the City may make written demand upon Contractor, or Contractor's surety (if any), or both, to immediately remedy the default and complete the Work. If the required Work is not substantially commenced with in ten (10) days after the City's delivery of that written demand, or if it is not thereafter diligently prosecuted to a completion acceptable to the City within the timeframe set forth in the City's written demand, then without limiting any other remedy available to the City, the City may complete (or arrange for the completion of) all remaining Work and/or conduct such other remedial activity as in its sole and absolute discretion it believes is necessary or advisable. All such Work or remedial activity shall be at the sole and absolute expense and obligation of Contractor (and its surety, if any) without the necessity of giving any further notice to Contractor or its surety. The City's right to take such actions shall in no way be limited by the fact that the Contractor or its surety may have commenced or completed any of the required Work at the time of the City's demand for performance. If the City elects to complete (or arrange for completion of) the remaining Work, then the City may require all Work by the Contractor and/or its surety to cease in order to permit adequate coordination and completion by the City or its designee of the remaining Work.
17.3 Issuance of Cease and Desist Order. The City may issue a cease and desist order by delivering written notice to Contractor demanding that Contractor immediately discontinue any actions specified in that written notice. Contractor agrees to immediately comply with any such cease and desist order.
17.4 Iniunctive Relief. The City shall have the right to apply for and obtain temporary and/or permanent injunctive relief or other equitable relief from a court of competent jurisdiction to enforce its rights and Contractor's obligations created by this Agreement, including without limitation relief in the form of a temporary restraining order and/or permanent injunction restraining Contractor from committing or continuing to commit any breach or threatened breach of this Agreement. The City shall have the right to seek such relief without showing or proving any actual damage sustained by the City, and without posting bond or other security. In connection with the City's right to apply for the injunctive relief which is the subject of this Section 17.4, Contractor hereby acknowledges that Contractor's breach of its obligations hereurider will cause irreparable harm and injury to the City if such breach continues unabated following the City's request for injunctive relief.
17.5 0ther Relief. The City may seek any other remedies or relief, and take any other actions, available to the City under this Agreement, at law, or in equity.
18. Indemnification and Defense. Contractor and its sureties (if any) shall indemnify, hold harmless and defend (using counsel acceptable to the City) the City and its officers, managers, directors, agents and employees from and against all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments, including without limitation reasonable attorney's fees, arising out of or attributable to Contractor's performance or failure to perform its obligations under this Agreement.
19. Miscellaneous.
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19.1 . All written notices required to be given pursuant to the terms hereof shall be either (a) personally delivered, (b) deposited in the United States express mail or first class mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by overnight courier service, or (d) delivered by facsimile or e-mail transmission, provided that the original of such facsimile notice, or a copy of such e-mail notice, is sent by certified U.S. mail, postage prepaid, no later than one business day following such facsimile or e-mail transmission.
All such notices shall be deemed delivered upon actual receipt (or upon the first attempt at delivery pursuant to the methods specified in clauses (a), (b) or (c) above if the intended recipient refuses to accept delivery). All such notices shall be delivered to the following addresses, or to such other address as the receiving party may from time to time specify by written notice to the other party:
To the City:
City of South Gate
8550 California Avenue
South Gate, California, 90280
Attention: Arturo Cervantes,
Assistant City Manager/
Director of Public Works
TelephoneNo.: (323)563-9567
Fax No.: (323) 563-9572
E-mail: [email protected]
To Contractor:
TreePeople, Inc.
Los Angeles, California 9
Attn: Cindy Montanez
Telephone No.: (562) 606-3118
E-mail: [email protected]
With a copy (which shall not constitute notice)
to:
Craig D. Hardwick, Esq.
AlvaradoSmith
I MacArthur Place, Suite 200
Santa Aria, California 92707
Telephone No.: (714) 852-6800
Fax No.: (714) 852-6899
E-mail: [email protected]
With a copy (which shall not constitute notice)
to:
E-mail: [email protected]
19.2 Time. Time is of the essence of every provision contained in this Agreement.
19.3 Incorporation of Recitals and Exhibits. All of the recitals set forth in this Agreement, and all of the exhibits attached to this Agreement, are by this reference incorporated in and made a part of this Agreement as though fully set forth herein.
19.4 Successors and Assigns. Without limiting the generality of Section 12 above, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.
19.5 Force Maieure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by any cause which is beyond the reasonable control of such 10 AgreementforMaintenanceServices /2 236
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party, provided that (a) the party affected gives written notice to the other of the cause and anticipated duration of the delay within three (3) days after the delay commences, and (b) this paragraph shall not extend either party's time for performance by more than thirty (30) days, regardless of the cause of the delay.
19.6 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto.
19.7 Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California, without regard to conflicts of laws principles.
19.8 Consent to Jurisdiction and Service of Process. All judicial proceedings brought against any party hereto arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the County of Los Angeles, State of California, and by execution and delivery of this Agreement each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and subject matter jurisdiction), waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each party to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise effective and binding service in e'very respect.
Nothing herein shall affect the right to serve process in any other manner permitted by law.
19.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and may be executed by the affixing of the signatures of each of the parties to any one of such counterpart signature pages; all of such counterpart signature pages shall read as though one and they shall have the same force and effect as though all of the signers had signed a single signature page.
19.10 Entire Agreement. This Agreement, the Plans and Specifications, and the municipal codes and other laws cited in this Agreement, together contain the entire understanding of the parties and supersede any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
19.11 . Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any provision hereof.
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19.12 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein.
19.13 Further Assurances. Each party shall cooperate with the other and shall execute such other documents as may be reasonably necessary to carry out the provisions of this Agreement.
19.14 No Waiver. Any waiver, consent or approval by either party of any breach, default or event of default of any provision, condition or covenant of this Agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege under this Agreement shall not operate 'as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any 'further exercise thereof.
19.15 Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies.
19.16 Joint and Several Liability. If Contractor constitutes more than one person or entity, then the obligations of each such person or entity shall be joint and several.
19.17 No Third-Party Beneficiaries. The parties hereto acknowledge and agree that no provision in this Agreement may be enforced by any third party.
19.18 Patriot Act Compliance. Contractor represents, warrants and covenants that neither Contractor nor any of its shareholders, officers, directors, members, managers or partners (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv) is listed on any list or qualification of "Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C.
App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the United Nations 12 Agreement for Maintenance Services
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Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in coru'iection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.).
19.19 City Council Approval Required for Effectiveness of Agreement.
Notwithstanding any earlier execution of this Agreement by any officer, employee or representative of the City, this Agreement shall not be binding upon or enforceable against the City unless and until it has been approved or ratified by the City Council of the City at a public meeting noticed and conducted in accordance with applicable provisions of the California Government Code.
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Contract No.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF SOUTH GATE:
By:
Maria del Pilar Avalos, Mayor
Dated:
ATTEST:
By:
Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:
-naul F. Salinas, City Attorney
TREEPEOPLE, INC.
B7:
Cindy Montanez, Chief Executive Officer
Dated:
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Contract No.
EXHIBIT "A"
SCOPE OF WORK
TreePeople, will conduct the following activities to accomplish the CAL FIRE Urban and Community Forestry Grant Program:
* Identify 1,200 suitable locations to plant trees in accordance with City standards and obtain approval from the Field Operations Manager of the locations. * Install 1,200 15-gallon trees on public locations such as parkways, parks, and other facilities.
* Organize and implement the planting of 1,200 trees through TreePeople staff and volunteer events.
* Conduct commuruty outreach and engagement to solicit the volunteer participation of local community members.
* Conduct three years of establishment, maintenance, and oversight care to promote the establishment of trees.
In partnership with TreePeople, the City will conduct the following activities:
0 Coordinate with TreePeople.
* Provide logistical support such as providing access to water for tree planting and maintenance.
* After the three-year establishment period, provide long-term care for trees planted through this project by incorporating the trees into existing tree management planning and trimming cycles.
Volunteer events will typically be conducted on Saturdays and Sundays. TreePeople will conduct volunteer organization, including volunteer recruitment, sign-in, training, and oversight.
TreePeople will provide volunteers with adequate supplies and knowledge to successfully plant and care for trees during volunteer activities.
All work completed by TreePeople and volunteers will be done according to the International Society of Arborilcutre (ISA) standards for tree planting and tree care. TreePeople will use non- mechanical tools to conduct project activities. TreePeople will provide the necessary tools and supplies to ensure the successful planting and establishment of trees from this project. 15 Agreement for Maintenance Services
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Contract No.
EXHIBIT "A-l"
SCOPE OF WORK
1. All trees to be planted shall conform the Standard Specifications of Public Works Construction (Green Book, 2021 Edition).
2. Tree planting locations and species shall be approved by the Assistant City Manager/Director of Public Works or his designee before planting within 10 business days. TreePeople shall USA all planting locations prior to plaru'iing a tree and at of the locations selected.
3. All trees shall be per City of South Gate's Tree Master Plan list.
4. All trees shall be inspected by TreePeople and City staff prior to planting including trees previously approved at the Nursery. City staff will be given notice of a nursery inspection date and time at least 5 business days in advance. Should the City be unable to attend, TreePeople will conduct the inspection solely.
5. TreePeople shall be responsible for the maintenance of all trees, planted or otherwise, until completion of the Project.
6. TreePeople shall maintain all delivered trees in a healthy condition for planting and shall not allow the trees to dry out.
7. Vertical sides planting holes shall be approximately twice as wide and as deep as the plant container.
8. The native soil at the bottom of the plant shall be scarified to a depth of 6 inches.
9. Planting holes shall be backfilled with prepared soil mix from the tree's container.
10. The area around will be graded into a berm.
11. Watering the trees shall be as specified in the Green Book section 801-4.5
12. All planted areas shall be kept free of debris and weed.
13. TreePeople shall prune the trees as needed to maintain healthy tree.
14. TreePeople shall request a Final Inspection to begin the tree establishment period after all planting has been completed. The Final Inspection shall include site visits to several tree planting locations.
15. After planting is completed, a field notification will be issued to TreePeople to establish the effective begiru"iing date of the plant establishment period. 16 A greement for Maintenance Services
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16. Upon completion of the establishment period, a final inspection will be performed by the City for final approval. All trees that are dead or in poor condition per the International Society of Arboriculture's standards, shall be removed and replaced.
17. TreePeople shall pull a No Fee Encroachment Permit from the Public Works Department and need to have the items; below. City reserves the right to place additional conditions if deemed necessary.
a. Provide proof of Liability, adding the City of South Gate as an additional Insured and complete the Hold Harmless and Indemnification form b. Copy of Contractor's C-27 License
18. Need to identify and track each tree during the three (3) year maintenance program by Tree People.
19. Field Operations needs to exclude these trees during the same three (3) year period from any work order issued to the City's tree maintenance contractor. 17 Agreement for Maintenance Services
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EXHIBIT "B"
COST PROPOSAL
The Agreement is for the planting and maintenance of 1,200 trees for which maintenance is required for a three-year period. The City of South Gate will not be responsible for any financial costs incurred by TreePeople within the scope of work of this agreement, in accordance with CAL FIRE's Urban and Community Forest Grant Program standards. Said payment for services will be paid in accordance with CAL FIRE's Urban and Community Forest Grant Program standards.
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CITYMANAGER'S OFFICE Item No. 8
MAR - 8 2023
City of South Gate
CITY COtJNCIL
AGENDA BULL
Department Director:
For the Regular Meeting of: March 14, 2023
partment: Public Works
Citv Manager:
o Cervantes Chris effers
SUBJECT: AGREEMENTWITHGANNETTFLEMING,INC.FORCONSTRUCTION
MANAGEMENT AND INSPECTION SERVICES FOR THE CONSTRUCTION OF GARFIELD AVENUE COMPLETE STREET IMPROVEMENT, CITY PROJECT NO. 564-ST
PURPOSE: To award a Professional Services Agreement to Gannett Fleming Inc. ("Agreement") to provide construction management and inspection services for the Garfield Avenue Complete Street Project ("Project").
RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with Gannett Fleming, Inc., to provide construction management and inspection services for the construction of the Garfield Avenue Complete Street Improvement, City Project No. 564-ST, in an amount not to exceed $438,839; and b. AuthorizingtheMayortoexecutetheAgreementinaformacceptabletotheCityAttorney.
FISCAL IMPACT: There is no fiscal impact to the General Fund. The proposed Agreement is in the amount of $438,839 and it will be funded with Road Mitigation Funds budgeted in the Fiscal Year 2022/23 Capital Improvement Program. The total project budget approved is $6,551,700.
ALIGNMENT WITH COUNCIL GOALS: This Project meets the City Council's goal for "Continuing Infrastructure Improvements. "
ANALYSIS: The Project is in the Capital Improvement Program and was advertised for construction bids. Construction is planned to begin an April 2023 and is scheduled to be completed in 8 months. The Department of Public Works, Engineering Division, is in need of a construction management services consultant to oversee construction and inspection of the Project. A Request for Proposal ("RFP") was issued for construction management services, and Gannett Fleming was the highest ranked consultant. The proposed contract amount was negotiated from $464,767 to $438,839. Fee reductions were made to "right-size" the fee to the needs of the Project. The negotiated fee proposal of $438,839 is reasonable and within the acceptable industry standards for construction management services.
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BACKGROUND: The Project is budgeted in the CIP. Improvements are planned on Garfield Avenue from Firestone Boulevard to Jefferson Street. The improvements include bike lanes and amenities on Garfield Avenue from Firestone Boulevard to Harding Avenue, on Gardendale Street from Garfield Avenue to the Los Angeles River, and on Frontage Road from Miller Way to Southern Avenue west of Garfield to their respective terminations (Attachment B "Vicinity Map").
The improvements also include raised landscaped medians with new irrigation system with drought tolerantplants, new curbs and gutters, ADA improvement, sidewalkrepairs, traffic signing and striping, and storm water mitigations. Bicycle Striping Improvements are also planned on Southern Avenue, from Garfield Avenue to Frontage Road (East), to Miller Way and to West Frontage Road which leads to the Urban Orchard Park. A paved bike path inside Hollydale Regional Park that leads to the Los Angele River.
The design phase is complete, and the project was advertised for construction bids. Construction is scheduled to begin in April 2023. Construction management and inspection services are required to manage and oversee construction.
On December 12, 2022, an RFP was released to over 20 qualified consulting firms. On January 9, 2023, the City received seven (7) proposals from perspective consultants submitted to the City Clerk's Office and listed below.
Ranking Consultant Fees Service Hours Negotiated Fees I Gannett Fleming Inc. $464,767 1,852 $438,839 & 3,274 hrs.
2 FCG Consultants Inc. $471,450 2,768
Shortlisted and Not
Selected
3 Z&K Consultants, Inc. $334,487 2,295
4 Fountain Head $512,238 2,883
AIX Group $727,386 3,425
Not Shortlisted
South Star Engineering
and Constructing Inc.
$761,648 3,696
PDM Consulting Inc. $499,630 3,302
A panel comprised of three members (City Traffic Engineer, City of Downey; Principal Engineer and Senior Engineer) reviewed the short-listed proposals and interviewed all four consulting firms.
This qualification-based selection process weighed several factors such as project manager and team qualifications, experience on similar projects and understanding of technical issues. Based on the criteria, Gannett Fleming received the highest ranking from the panel.
Gannett Fleming provides the following benefits to the Project:
* Experienced Consulting Firm - Gannett Fleming is a Civil Engineering firm established in 1915 with several hundred employees. Gannett Fleming specializes in the provision of construction management construction inspection, plan review, project management, and other civil engineering services. Gannett Fleming has successfully delivered Myriad of projects for cities such as South Gate, Pico Rivera and City of Los Angeles. @ Qualified Staff - The selected construction manager is a registered Civil Engineer and Qualified SWPPP Practitioner. He has more than 30 years of construction industry 2 246
experience in the transportation field which includes work associated with grade separations, freeway interchanges, major urban arterial improvements, freeway replacement, and capital improvement projects. The construction inspector has 32 years of experience as a Senior Public Works Inspector for a wide range of projects, with significant amount of public works construction observation and special inspection experience. * Negotiated Competitive Fees - Gannett Fleming submitted an original fee proposal of $464,767, which was negotiated to $438,839 and includes a total of 3,274 hours of service for the 8-month constniction schedule.
The Agreement offers the services needed for construction including administration, construction management, inspection, labor compliance, materials testing, and utility coordination.
Construction is planned to start in April 2023, and is scheduled for completion in 168 working days, which is approximately eight months.
ATTACHMENTS: A. Proposed Agreement with Proposal and Fee proposal B. Vicinity Map
ES:lc
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Attachment A
AGREEMENT FOR PROFESSIONAL SERVICES FOR
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR
THE GARFIELD AVENUE COMPLETE STREET PROJECT, BETWEEN THE CITY OF SOUTH GATE AND GANNETT FLEMING, INC.
This Agreement for Professional Services for Construction Management and Inspection Services for the Garfield Avenue Complete Street Project ("Agreement") is made and entered into on March 14, 2023, by and between the City of South Gate, a municipal corporation ("City"), and Gannett Fleming Inc. a California corporation ("Consultant"). The City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively as "Parties."
RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain services relating to Construction Management and Inspection Services involving inventory and data collection of encroachment facilities in the public right-of-way; and WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the Professional Services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Consultant to perform the services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.
2. COMPENSATION FOR SERVICES. The total amoqnt of compensation for this Agreement shall not exceed the sum of Four Hundred Thirty-Eight Thousand Eight Hundred Thirty-Nine Dollars ($438,839) as described in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by the City Manager or his/her designee.
2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery of the projects. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.
5116863. l-L235.0 (Form Rev. 9/8/21)
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Agreement for Professional Services
Gannett Fleming, Inc.